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<SEC-DOCUMENT>0000893220-00-001361.txt : 20001201
<SEC-HEADER>0000893220-00-001361.hdr.sgml : 20001201
ACCESSION NUMBER:		0000893220-00-001361
CONFORMED SUBMISSION TYPE:	S-4
PUBLIC DOCUMENT COUNT:		14
FILED AS OF DATE:		20001130

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			V F CORP /PA/
		CENTRAL INDEX KEY:			0000103379
		STANDARD INDUSTRIAL CLASSIFICATION:	MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320]
		IRS NUMBER:				231180120
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			0103

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		
		SEC FILE NUMBER:	333-50956
		FILM NUMBER:		781118

	BUSINESS ADDRESS:	
		STREET 1:		628 GREEN VALLEY RD., STE. 500
		CITY:			GREENSBORO
		STATE:			NC
		ZIP:			27408
		BUSINESS PHONE:		(336)547-6000

	MAIL ADDRESS:	
		STREET 2:		P O BOX 1022
		CITY:			READING
		STATE:			PA
		ZIP:			19603

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VF CORPORATION
		DATE OF NAME CHANGE:	19900621

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VANITY FAIR MILLS INC
		DATE OF NAME CHANGE:	19690520
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>w41166s-4.txt
<DESCRIPTION>S-4 FOR VF CORPORATION
<TEXT>

<PAGE>   1

                                                           REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-4

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               V. F. CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                <C>                                <C>
           PENNSYLVANIA                           2320                            23-1180120
 (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)         CLASSIFICATION NUMBER)             IDENTIFICATION NUMBER)
</TABLE>

                        628 GREEN VALLEY ROAD, SUITE 500
                        GREENSBORO, NORTH CAROLINA 27408
                                 (336) 547-6000
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                           CANDACE S. CUMMINGS, ESQ.
                                GENERAL COUNSEL
                        628 GREEN VALLEY ROAD, SUITE 500
                        GREENSBORO, NORTH CAROLINA 27408
                                 (336) 547-6000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

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

                                    COPY TO:

                               SARAH BESHAR, ESQ.
                             DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 450-4000

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

     If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
                                                               PROPOSED MAXIMUM     PROPOSED MAXIMUM
          TITLE OF EACH CLASS               AMOUNT TO BE        OFFERING PRICE         AGGREGATE            AMOUNT OF
    OF SECURITIES TO BE REGISTERED           REGISTERED          PER UNIT(1)       OFFERING PRICE(1)     REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                  <C>                  <C>
8.10% Notes due 2005...................     $300,000,000             100%             $300,000,000           $79,200
8.50% Notes due 2010...................     $200,000,000             100%             $200,000,000           $52,800
- ---------------------------------------------------------------------------------------------------------------------------
Total..................................     $500,000,000              --              $500,000,000           $132,000
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Determined pursuant to Rule 457(f) of the rules and regulations under the
    Securities Act of 1933.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

      THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
      MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
      THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
      NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
      BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
      PERMITTED.

                 SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2000
PROSPECTUS
DECEMBER   , 2000

                                  $500,000,000

                             V. F. CORPORATION LOGO

                                V.F. CORPORATION

                               Offer to Exchange

                       $300,000,000 8.10% Notes due 2005
                       $200,000,000 8.50% Notes due 2010

                                      for

                   $300,000,000 8.10% New Notes due 2005 and
                     $200,000,000 8.50% New Notes due 2010
                            ------------------------

     We are offering to exchange up to $300,000,000 of our 8.10% notes due 2005
and up to $200,000,000 of our 8.50% notes due 2010 (the New Notes), which will
be registered under the Securities Act of 1933, as amended, for up to
$300,000,000 of our existing 8.10% notes due 2005 and up to $200,000,000 of our
existing 8.50% notes due 2010 (the Old Notes). We are offering to issue the New
Notes to satisfy our obligations contained in the registration rights agreement
entered into when the Old Notes were sold in transactions permitted by Rule 144A
and Regulation S under the Securities Act.

     The terms of the New Notes are identical in all material respects to the
terms of the Old Notes, except that the transfer restrictions, registration
rights and additional interest provisions relating to the Old Notes do not apply
to the New Notes.

     The exchange offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on           , 2001 unless extended.

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

     To exchange your Old Notes for New Notes:

     - You must complete and send the letter of transmittal that accompanies
       this prospectus to the exchange agent by 5:00 p.m., New York City time,
       on           , 2001.

     - If your Old Notes are held in book-entry form at The Depository Trust
       Company, you must instruct DTC, through your signed letter of
       transmittal, that you wish to exchange your Old Notes for New Notes. When
       the exchange offer closes, your DTC account will be changed to reflect
       your exchange of Old Notes for New Notes.

     - You should read the section called "The Exchange Offer" for additional
       information on how to exchange your Old Notes for New Notes.

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

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>   3

                              NOTICE TO INVESTORS

     Based on interpretations of the staff of the SEC set forth in no-action
letters issued to third parties, we believe that New Notes issued pursuant to
the exchange offer in exchange for Old Notes may be offered for resale, resold,
and otherwise transferred by a holder (other than broker-dealers, as set forth
below, and any holder that is an "affiliate" of the Company within the meaning
of Rule 405 under the Securities Act) without further registration under the
Securities Act and without delivery to prospective purchasers of a prospectus
pursuant to the provisions of the Securities Act, provided that the holder is
acquiring the New Notes in the ordinary course of its business, is not
participating and has no arrangement or understanding with any person to
participate in the distribution of the New Notes. Eligible holders wishing to
accept the exchange offer must represent to us in the letter of transmittal that
these conditions have been met. See "The Exchange Offer -- Procedures for
Tendering."

     Each broker-dealer who holds Old Notes acquired for its own account as a
result of market-making or other trading activities and who receives New Notes
for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of New Notes. The letter of
transmittal states that by acknowledging and delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with the resales of New Notes received for the broker-dealer's own account in
exchange for Old Notes where Old Notes were acquired by the broker-dealer as a
result of market-making activities or other trading activities. For a period of
up to 180 days after the expiration date, we will make this prospectus available
to those broker-dealers (if they so request in the letter of transmittal) for
use in connection with those resales. See "Plan of Distribution."

     The Old Notes and the New Notes constitute new issues of securities with no
established public trading market. We do not intend to apply for listing of the
New Notes on any securities exchange or for inclusion of the New Notes in any
automated quotation system. There can be no assurance that an active public
market for the New Notes will develop or as to the liquidity of any market that
may develop for the New Notes, the ability of holders to sell the New Notes, or
the price at which holders would be able to sell the New Notes. We have been
advised by the initial purchasers that they intend to make a market in the New
Notes; however, these entities are under no obligation to do so and any market
making activities with respect to the New Notes may be discontinued at any time.
Future trading prices of the New Notes will depend on many factors, including
among other things, prevailing interest rates, our operating results and the
market for similar securities.

     Any Old Notes not tendered or accepted in the exchange offer will remain
outstanding. To the extent that Old Notes are tendered and accepted in the
exchange offer, your ability to sell untendered, and tendered but unaccepted,
Old Notes could be adversely affected. Following consummation of the exchange
offer, the holders of Old Notes will continue to be subject to the existing
restrictions on transfer thereof, and we will have no further obligation to
those holders, under the exchange and registration rights agreement, to provide
for the registration under the Securities Act of the Old Notes. There may be no
trading market for the Old Notes.

     We will not receive any proceeds from, and have agreed to bear the expenses
of, the exchange offer. No underwriter is being used in connection with the
exchange offer.

     THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL WE ACCEPT SURRENDERS FOR
EXCHANGE FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN WHICH THE EXCHANGE
OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES
OR BLUE SKY LAWS OF THOSE JURISDICTIONS.
<PAGE>   4

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

     V.F. Corporation files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
Our SEC filings are available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at its public reference facilities:

<TABLE>
<S>                           <C>                       <C>
Public Reference Room Office  New York Regional Office  Chicago Regional Office
450 Fifth Street, N.W.        7 World Trade Center      Citicorp Center
Room 1024                     Suite 1300                500 West Madison Street
Washington, D.C. 20549        New York, New York 10048  Suite 1400
                                                        Chicago, Illinois 60661-2511
</TABLE>

     You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on
the operations of the public reference facilities. Our SEC filings are also
available at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

     The SEC allows us to "incorporate by reference" in this prospectus the
information we file with the SEC, which means:

     - incorporated documents are considered part of this prospectus;

     - we can disclose important information to you by referring you to those
       documents; and

     - information that we file with the SEC will automatically update and
       supersede the information in this prospectus and any information that was
       previously incorporated in this prospectus.

     We incorporate by reference the documents listed below which were filed
with the SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):

     (1) our Annual Report on Form 10-K for the fiscal year ended January 1,
2000;

     (2) our Quarterly Report on Form 10-Q for the quarter ended April 1, 2000;

     (3) our Quarterly Report on Form 10-Q for the quarter ended July 1, 2000;

     (4) our Quarterly Report on Form 10-Q for the quarter ended September 30,
2000; and

     (5) our Current Report on Form 8-K filed on November 20, 2000.

     You can obtain any of the filings incorporated by reference in this
prospectus through us or from the SEC through the SEC's web site or at the
addresses listed above. Documents incorporated by reference are available from
us without charge, excluding any exhibits to those documents that are not
specifically incorporated by reference in such documents. You can request a copy
of the documents incorporated by reference in this prospectus and a copy of the
indenture, registration rights agreement and other agreements referred to in
this prospectus by requesting them in writing or by telephone from us at the
following address:

                                V.F. Corporation
                        628 Green Valley Road, Suite 500
                        Greensboro, North Carolina 27408
                         Attention: Investor Relations
                           Telephone: (336) 547-6000

     We have filed with the SEC under the Securities Act and the rules and
regulations thereunder a registration statement on Form S-4 with respect to the
New Notes issuable pursuant to the exchange offer. This prospectus does not
contain all of the information contained in the registration statement, certain
portions of which have been omitted pursuant to the rules and regulations of the
SEC and to which reference is hereby made.

                                        2
<PAGE>   5

                                    SUMMARY

     The following summary contains basic information about this exchange offer.
It may not contain all the information that is important to you in making your
investment decision. More detailed information appears elsewhere in this
prospectus and in our consolidated financial statements and accompanying notes
that we incorporate by reference. "The Exchange Offer" and the "Description of
New Notes" sections of this prospectus contain more detailed information
regarding the terms and conditions of the exchange offer and the New Notes.
Certain capitalized terms used in this prospectus summary are defined elsewhere
in this prospectus. Unless the context clearly implies otherwise, the words
"company," "we," "our," "ours" and "us" refer to V.F. Corporation and its
subsidiaries.

                               THE EXCHANGE OFFER

New Notes.....................   $300,000,000 in principal amount of our new
                                 8.10% notes due 2005 and $200,000,000 in
                                 principal amount of our new 8.50% notes due
                                 2010.

The Exchange Offer............   We are offering to issue the New Notes in
                                 exchange for a like principal amount of
                                 outstanding Old Notes that we issued on
                                 September 29, 2000. We are offering to issue
                                 the New Notes to satisfy our obligations
                                 contained in the exchange and registration
                                 rights agreement we entered into when we sold
                                 the Old Notes in transactions pursuant to Rule
                                 144A and Regulation S under the Securities Act.
                                 The Old Notes were subject to transfer
                                 restrictions that will not apply to the New
                                 Notes so long as you are acquiring the New
                                 Notes in the ordinary course of your business,
                                 you are not participating in a distribution of
                                 the New Notes and you are not an affiliate of
                                 ours.

Maturity Dates................   October 1, 2005 and October 1, 2010.

Interest Payment Dates........   April 1 and October 1 of each year, commencing
                                 April 1, 2001.

Ranking.......................   The New Notes are unsecured general obligations
                                 of V.F. Corporation and will rank equally with
                                 all of the other general unsecured indebtedness
                                 of V.F. Corporation.

Optional Redemption...........   We may redeem some or all of the New Notes at
                                 any time or from time to time at the redemption
                                 price described under the heading "Description
                                 of the New Notes -- Optional Redemption" plus
                                 accrued interest, if any, to the date of
                                 redemption.

Certain Covenants.............   The indenture governing the New Notes contains
                                 covenants that, among other things, limit our
                                 ability to:

                                 - create mortgages and other liens;

                                 - engage in certain sale/leaseback
                                   transactions; or

                                 - merge or consolidate with another company.

                                 For more details, see the section under the
                                 heading "Description of the New
                                 Notes -- Covenants" and "Description of the New
                                 Notes -- Special Situations -- Mergers and
                                 Similar Events" in the prospectus.

                                        3
<PAGE>   6

Use of Proceeds...............   We will not receive any proceeds from the
                                 issuance of the New Notes.

Denominations and Issuance of
  New Notes...................   The New Notes will be issued only in registered
                                 form without coupons, in minimum denominations
                                 of $1,000 and multiples of $1,000.

Tenders, Expiration Date,
  Withdrawal..................   The exchange offer will expire at 5:00 p.m.,
                                 New York City time, on      , 2001, unless it
                                 is extended. To tender your Old Notes, you must
                                 follow the detailed procedures described under
                                 the heading "The Exchange Offer -- Process for
                                 Tendering" including special procedures for
                                 certain beneficial owners and broker-dealers.
                                 If you decide to exchange your Old Notes for
                                 New Notes, you must acknowledge that you do not
                                 intend to engage in and have no arrangement
                                 with any person to participate in a
                                 distribution of the New Notes. If you decide to
                                 tender your Old Notes pursuant to the exchange
                                 offer, you may withdraw them at any time prior
                                 to 5:00 p.m., New York City time, on the
                                 expiration date.

Federal Income Tax
Consequences..................   Your exchange of Old Notes for New Notes
                                 pursuant to the exchange offer will not result
                                 in a gain or loss to you.

Exchange Agent................   U.S. Bank Trust National Association is the
                                 exchange agent for the exchange offer.

Failure to Exchange Your Old
  Notes.......................   If you fail to exchange your Old Notes for New
                                 Notes in the exchange offer, your Old Notes
                                 will continue to be subject to transfer
                                 restrictions and you will not have any further
                                 rights under the exchange and registration
                                 rights agreement, including any right to
                                 require us to register your Old Notes or to pay
                                 any additional interest.

Trading Market................   To the extent that Old Notes are tendered and
                                 accepted in the exchange offer, your ability to
                                 sell untendered, and tendered but unaccepted,
                                 Old Notes could be adversely affected. There
                                 may be no trading market for the Old Notes.

                                 We cannot assure you that an active public
                                 market for the New Notes will develop or as to
                                 the liquidity of any market that may develop
                                 for the New Notes, the ability of holders to
                                 sell the New Notes, or the price at which
                                 holders would be able to sell the New Notes.
                                 For more details, see the section under the
                                 heading "Notice to Investors."

                                        4
<PAGE>   7

                                V.F. CORPORATION

     V.F. Corporation, through its operating subsidiaries, designs, manufactures
and markets branded jeanswear, intimate apparel, children's playwear,
occupational apparel, knitwear, daypacks, backpacks, high performance outdoor
apparel and equipment and other apparel. V.F. Corporation, organized in 1899,
oversees the operations of its individual businesses, providing them with
financial and administrative resources.

     We manage our business through over two dozen consumer-focused marketing
units that support specific brands. The management team of each of the
individual marketing units has the responsibility to build and develop their
brands within guidelines established by the Company. We have grouped together
marketing units with generally similar products into three reportable business
segments -- Consumer Apparel, Occupational Apparel and All Other.

CONSUMER APPAREL SEGMENT

  JEANSWEAR AND RELATED PRODUCTS

     We manufacture and market jeanswear and related casual products in the
United States and in many international markets. In the United States, we
manufacture and market jeanswear products under the LEE(R), WRANGLER(R),
RUSTLER(R), RIDERS(R), BRITTANIA(R), CHIC(R) and GITANO(R) brands. We also offer
cotton casual pants and shirts under the LEE CASUALS(R) and TIMBER CREEK BY
WRANGLER(R) brands.

     According to industry data, approximately 664 million pairs of jeans made
of denim, twill, corduroy and other fabrics were sold in the United States in
1999, representing a 3.9% increase over 1998. According to rolling twelve
months' industry data, we have the largest combined unit market share at
approximately 28%, with the WRANGLER, LEE and RUSTLER brands having the second,
third and fourth largest unit shares of the jeans market in the United States,
respectively.

     In domestic markets, we sell our LEE branded products through department
and specialty stores. We market WRANGLER westernwear through western specialty
stores, and we sell other WRANGLER brand products primarily through the mass
merchant and discount store channels. We market the RUSTLER and RIDERS brands to
national and regional discount chains. We generally sell all our brands directly
to retailers through full-time salespersons.

     In international markets, our largest jeanswear operation is in Western
Europe, where we manufacture and market LEE, WRANGLER, HERO BY WRANGLER(TM),
MAVERICK(R), OLD AXE(R) and H.I.S.(R) jeanswear and related products. We sell
LEE and WRANGLER jeanswear products through department stores and specialty
shops, while we sell the HERO BY WRANGLER, MAVERICK and OLD AXE brands to
discount stores. Jeanswear in Europe and in most international markets is more
fashion-driven and has a higher relative price than similar products in the
United States. We sell Jeanswear products to retailers through our sales forces
and independent sales agents.

     We also market the LEE and WRANGLER brands in Canada and Mexico.
Additionally, over the last three years, we have converted several licensed
operations in South America into owned operations. Currently, we manufacture and
market the WRANGLER and LEE brands in several South American countries through
operations based in Brazil, Argentina and Chile. We sell these products through
department and specialty stores. Also, in late 1999, we acquired a business that
manufactures and markets the licensed UFO(R) brand, a leading local jeans brand
in Argentina.

     We also manufacture and market LEE products in China, and participate in
joint ventures in Spain and Portugal. In foreign markets where we do not have
owned operations, we market LEE and WRANGLER jeanswear and related products
through distributors, agents or licensees.

                                        5
<PAGE>   8

  INTIMATE APPAREL

     We manufacture and market women's intimate apparel under the VANITY
FAIR(R), LILY OF FRANCE(R) and the licensed OSCAR DE LA RENTA(R) labels for sale
to domestic department and specialty stores. Products include bras, panties,
daywear, shapewear, robes and sleepwear. During 1999, we introduced a line of
sports bras under the licensed NIKE(R) label. In addition, we entered into a
license agreement with Tommy Hilfiger Licensing, Inc. to produce and distribute
women's intimate apparel. This line of intimates was launched in department
stores in fall 2000 and includes bras, panties, daywear and shapewear.

     We manufacture and market women's intimate apparel under the VASSARETTE(R),
BESTFORM(R) and EXQUISITE FORM(R) brands for sale to the discount store channel
of distribution. We also have a significant private label lingerie business with
various national chain and specialty stores in the United States. Most products
are sold through our sales force.

     In the international market, we manufacture and market women's intimate
apparel to department and specialty stores under the LOU(R) and BOLERO(R) brand
names primarily in France and under the GEMMA(R), INTIMA CHERRY(R) and BELCOR(R)
brands in Spain. We market intimate apparel in discount stores in France under
the VARIANCE(R), VASSARETTE and BESTFORM brands.

  CHILDREN'S PLAYWEAR

     We manufacture and market infant and children's apparel in the United
States under the HEALTHTEX(R) and LEE brands and under the licensed NIKE brand.
We sell these products primarily to department and specialty stores. During
1999, we made the HEALTHTEX brand available over the internet through a website,
www.healthtex.com, as our first e-commerce initiative selling directly to
consumers.

  SWIMWEAR

     We design, manufacture and market an extensive line of women's swimwear
under the JANTZEN(R) trademark and the licensed NIKE label. We sell these
products primarily to department and specialty stores in the United States and
Canada through our sales force. We license the JANTZEN trademark to other
companies in several foreign countries. We also manufacture and market swimwear
under various labels in Spain and France.

OCCUPATIONAL APPAREL SEGMENT

     We produce occupational and career apparel sold under the RED KAP(R) label
in the United States. Approximately two-thirds of sales are to industrial
laundries that in turn supply work clothes to employers, primarily on a rental
basis, for on-the-job wear by production, service and white-collar personnel.
Products include work pants, slacks, work and dress shirts, overalls, jackets
and smocks. Since industrial laundries maintain minimal inventories of work
clothes, a supplier's ability to offer rapid delivery is an important factor in
this market. Our commitment to customer service, supported by an automated
central distribution center with several satellite locations, enables us to fill
customer orders within 24 hours of receipt and has helped the RED KAP brand
obtain a significant share of the industrial laundry rental business.

     Through several acquisitions, we have broadened our offerings to include
several new product categories. We manufacture restaurant apparel and linen
products under the PENN STATE TEXTILE(TM) brand and "clean room" garments under
the FIBROTEK(TM) brand. We market uniforms and specialized corporate image
apparel to a number of business and governmental organizations under the
UNIFORMSOLUTIONS(TM) and HORACE SMALL PROFESSIONAL APPAREL(TM) labels; many of
these utilize business-to-business internet sites to reach ultimate consumers.
In addition, we market safety apparel in the United States and Canada under the
BULWARK(R) brand.

                                        6
<PAGE>   9

ALL OTHER SEGMENT

  KNITWEAR

     We manufacture and market knitted fleecewear and T-shirts in the United
States. We market blank fleece and T-shirt products under the LEE brand to
wholesalers and garment screen-print operators. Approximately 40% of knitwear
sales are for private label accounts, including NIKE, Inc. and various national
chain, department and discount stores.

     We also design, manufacture and market imprinted sports apparel under
licenses granted by the four major American professional sports leagues, NASCAR
and other parties. We distribute these sports apparel products for adults
through department, sporting goods and athletic specialty stores under the LEE
SPORT(R), NUTMEG(R) and the licensed CHASE AUTHENTICS(R) brands. We distribute
CSA(R) branded products, primarily in children's sizes, through mass
merchandisers and discount stores.

  DAYPACKS AND RELATED PRODUCTS

     We manufacture and market JANSPORT(R) brand daypacks through department and
sports specialty stores and college bookstores in the United States and through
department and specialty stores in Europe. We market EASTPAK(R) brand daypacks
through sporting goods chains and mass merchandisers in the United States and
through department and specialty stores in Europe. JANSPORT daypacks and
bookbags have a leading brand share in the United States. We sell JANSPORT
branded fleece casualwear and T-shirts imprinted with college logos through
college bookstores. In addition, we sell JANSPORT backpacking and mountaineering
gear through outdoor and sporting goods stores.

  OUTDOOR APPAREL AND RELATED PRODUCTS

     We manufacture and market high performance outdoor apparel and equipment
under THE NORTH FACE(R) brand. Apparel products consist of outerwear, snowsports
gear and functional sportswear. Equipment consists of tents, sleeping bags,
backpacks, daypacks and accessories. The Company designs many of its products
for extreme applications, such as high altitude mountaineering and ice and rock
climbing, although most consumers who purchase THE NORTH FACE products do not
use them for such extreme activities. Products are sold through specialty
outdoor and premium sporting goods stores.

                                        7
<PAGE>   10

                        NO CASH PROCEEDS TO THE COMPANY

     This exchange offer is intended to satisfy certain of our obligations under
the exchange and registration rights agreement. We will not receive any proceeds
from the issuance of the New Notes and have agreed to pay the expenses of the
exchange offer. In consideration for issuing the New Notes as contemplated in
the registration statement of which this prospectus is a part, we will receive,
in exchange, Old Notes in like principal amount. The form and terms of the New
Notes are identical in all material respects to the form and terms of the Old
Notes, except as otherwise described herein under "The Exchange Offer -- Terms
of the Exchange Offer." The Old Notes surrendered in exchange for the New Notes
will be retired and canceled and cannot be reissued. Accordingly, issuance of
the New Notes will not result in any increase in our outstanding debt.

                       CAPITALIZATION OF V.F. CORPORATION

     The following table sets forth the unaudited consolidated summary
capitalization at September 30, 2000 of V.F. Corporation. The table should be
read in conjunction with our consolidated financial statements and related notes
and other financial data included in our Annual Report on Form 10-K for the
fiscal year ended January 1, 2000, and our Quarterly Report on Form 10-Q for the
nine month period ended September 30, 2000.

<TABLE>
<CAPTION>
                                                             AT SEPTEMBER 30, 2000
                                                             ---------------------
                                                                 (IN MILLIONS)
<S>                                                          <C>
Cash and Equivalents........................................        $  233
                                                                    ======
Short-term Debt (including current portion of Long-term
  Debt).....................................................        $  474
Long-term Debt..............................................           906
                                                                    ------
     Total Debt.............................................         1,380
Redeemable Preferred Stock..................................            49
Common Shareholders' Equity
  Common Stock, par value $1 per share......................           114
  Additional Paid-in Capital................................           832
  Accumulated Other Comprehensive Loss......................           (95)
  Retained Earnings.........................................         1,401
                                                                    ------
     Total Common Shareholders' Equity......................         2,252
                                                                    ------
Total Debt, Redeemable Preferred Stock and Common
  Shareholders' Equity......................................        $3,681
                                                                    ======
</TABLE>

                                        8
<PAGE>   11

                         SELECTED FINANCIAL INFORMATION

     The following selected financial data (except for the ratio of earnings to
fixed charges and the ratio of earnings to combined fixed charges and preferred
stock dividends) are derived from the consolidated financial statements of the
Company which have been audited by PricewaterhouseCoopers LLP, independent
accountants, for the 1999 and 1998 fiscal years, and by its predecessor Coopers
& Lybrand L.L.P. for fiscal years 1995 through 1997. The selected financial data
for the nine month periods ended September 30, 2000 and October 2, 1999,
respectively, are derived from unaudited financial statements. The unaudited
financial statements include all adjustments, consisting of normal recurring
accruals, which we consider necessary for a fair presentation of the financial
position and the results of operations for these periods. Operating results for
the nine month period ended September 30, 2000 are not necessarily indicative of
the results that may be expected for the entire 2000 fiscal year. The data
should be read in conjunction with the consolidated financial statements,
related notes, and other financial information included or incorporated by
reference herein.

<TABLE>
<CAPTION>
                                        NINE MONTHS ENDED                               FISCAL YEARS ENDED
                                    --------------------------   ----------------------------------------------------------------
                                    SEPTEMBER 30,   OCTOBER 2,   JANUARY 1,   JANUARY 2,   JANUARY 3,   JANUARY 4,   DECEMBER 30,
                                        2000           1999         2000         1999         1998         1997          1995
                                    -------------   ----------   ----------   ----------   ----------   ----------   ------------
                                                           (IN MILLIONS, EXCEPT PER SHARE AND RATIO DATA)
<S>                                 <C>             <C>          <C>          <C>          <C>          <C>          <C>
INCOME STATEMENT DATA:
Net sales.........................     $4,306         $4,188       $5,552       $5,479       $5,222       $5,137        $5,062
Operating income..................        473            485          653          684          605          557           347
Interest expense..................         62             54           71           62           50           63            77
Other income, net.................          8              6           14           10           31           14            14
Income before income taxes........        419            437          596          632          586          508           284
Income taxes......................        157            168          229          243          235          209           127
Net income........................        262            269          366          388          351          300           157
Ratio of earnings to fixed charges
  (1).............................        6.4x           7.3x         7.4x         8.5x         9.1x         7.0x          3.8x
Ratio of earnings to combined
  fixed charges and preferred
  stock dividends (2).............        6.2x           7.0x         7.1x         8.1x         8.6x         6.6x          3.7x
Per common share data:
  Earnings -- Basic...............     $ 2.26         $ 2.22       $ 3.04       $ 3.17       $ 2.76       $ 2.32        $ 1.20
  Earnings -- Diluted.............       2.22           2.19         2.99         3.10         2.70         2.28          1.19
  Cash dividends..................       0.66           0.63         0.85         0.81         0.77         0.73          0.69
Average number of common and
  common equivalent shares:
  Basic...........................        115            119          119          121          126          127           127
  Diluted.........................        118            123          122          125          130          131           131
BALANCE SHEET DATA
  (AT END OF PERIOD):
Working capital...................     $1,120         $  788       $  764       $  815       $  836       $  940        $  799
Intangible assets.................      1,122            998          992          952          814          864           888
Total assets......................      4,721          4,182        4,027        3,837        3,323        3,450         3,447
Short-term debt...................        359            462          409          245           24           18           230
Current portion of long-term
  debt............................        116              1            5            1            0            1             3
Long-term debt....................        906            523          518          522          516          519           614
Redeemable preferred stock........         49             52           52           54           56           58            61
Deferred contribution to employee
  stock ownership plan............         (9)           (16)         (14)         (20)         (26)         (32)          (37)
Common shareholders' equity.......      2,252          2,153        2,164        2,066        1,867        1,974         1,772
CASH FLOW DATA:
Depreciation......................     $  102         $  101       $  134       $  128       $  129       $  132        $  134
Amortization of intangible
  assets..........................         26             25           33           33           28           28            34
</TABLE>

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

(1) For the purposes of this ratio, fixed charges consist of interest expense,
    capitalized interest and one-third of rental expense, which approximates the
    interest factor of such rental expense.

(2) For the purposes of this ratio, fixed charges consist of interest expense,
    capitalized interest and one-third of rental expense, which approximates the
    interest factor of such rental expense. Preferred stock dividends relate to
    the outstanding Series B Preferred Stock held by the Employee Stock
    Ownership Plan.

                                        9
<PAGE>   12

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS FOR THE QUARTER AND NINE MONTHS ENDED
SEPTEMBER 30, 2000

RECENT DEVELOPMENTS

     During the second quarter of 2000, the Company acquired the trademark
rights to the CHIC(R) brand name and the rights to the H.I.S.(R) brand name
outside of Europe. The Company also acquired approximately 81% of the common
stock of The North Face, Inc. on May 24 and the Eastpak backpack and daypack
business on May 26. During the third quarter of 2000, the Company acquired the
trademarks and inventory of the Gitano(R) brand and the remaining 19% of the
common stock of The North Face. The purchase prices totaled $269.5 million,
including the repayment of $107.7 million of indebtedness. These acquisitions
have been accounted for as purchases, and accordingly, operating results have
been included in the financial statements from the dates of acquisition. The net
assets of these companies are included in the Company's financial presentation
based on preliminary allocations of the purchase prices, with approximately
$152.2 million representing intangible assets to be amortized over 40 years.
Final asset and liability valuations are not expected to have a material effect
on the financial statements.

     Subsequent to the end of the third quarter, the Company acquired
approximately 84% of the outstanding shares of H.I.S. Sportswear AG, which owns
the H.I.S. trademarks in Europe and markets H.I.S. products in Europe, for an
aggregate purchase price of approximately $44 million.

     On November 17, 2000, the Company announced a series of actions to position
itself to achieve its long-term earnings growth target of 8% to 10%. In
conjunction with these actions, the Company announced that it will take a charge
to fourth quarter earnings of approximately $120 million to $140 million, or
$.68 to $.79 per share. The cash requirement related to these actions is
approximately $40 million. As a result of these actions, excluding charges, the
Company expects to report earnings per share between $2.95 and $3.00 for the
fiscal year ended January 1, 2001. Following are some of the specific actions
the Company is taking to improve profitability in underperforming units and
further reduce costs across its businesses:

     - EXIT OF NONSTRATEGIC WORKWEAR BUSINESSES.  Following an analysis of its
       workwear operations, the Company has decided to discontinue several of
       the more complex pieces of businesses acquired in 1998 and 1999 that have
       impacted profitability. Accounting for approximately $40 million in
       annual sales, the discontinued businesses include napery and certain
       customized and catalog programs serving primarily small businesses.

     - NEW JEANS STRATEGY IN JAPAN.  To combat changing market conditions in
       Japan and unite the management of its Wrangler and Lee brands under a
       single entity, the Company has agreed to transfer the license for the
       Wrangler brand to Lee Japan Co. Ltd., a subsidiary of Tokyo-based Edwin
       Co. Ltd. Edwin has successfully marketed the Lee brand in Japan under a
       licensing agreement since 1987. The Company's annual sales of Wrangler in
       Japan were approximately $60 million.

     - ADDITIONAL COST SAVING ACTIONS.  Other actions the Company is taking to
       reduce costs include the consolidation of several distribution centers in
       both the U.S. and Europe, a general reorganization of its Latin American
       jeans business, and a restructuring of its international intimates
       business.

RESULTS OF OPERATIONS

     Consolidated sales increased 8% for the third quarter and 3% for the nine
months ended September 30, 2000, compared with 1999. In translating foreign
currencies to the U.S. dollar, a stronger U.S. dollar reduced sales comparisons
by $19 million in the third quarter of 2000 (earnings per share by $.02) and by
$50 million in the nine months ended September 30, 2000 (earnings per share by
$.04).
                                       10
<PAGE>   13

     Gross margins were 33.9% of sales in the third quarter of 2000, compared
with 34.3% in the prior year quarter. Gross margins were 34.2% in both nine
month periods. Gross margins improved in most businesses due to the continuing
shift to lower cost sourcing, lower raw material costs and improved operating
efficiencies. These improvements were offset by declines in occupational apparel
resulting from complexities created by the integration of recent acquisitions.

     Marketing, administrative and general expenses were 22.0% of sales during
the quarter and 22.9% in the nine months of 2000, compared with 21.4% and 22.4%
in the 1999 periods. The higher expense ratios in 2000 resulted from recently
acquired companies, which sell to upper tier distribution channels that
traditionally require higher levels of marketing expenditures.

     Other operating expense, which includes amortization of intangible assets
and net royalty income, increased in 2000 due to amortization of intangible
assets related to the businesses acquired in 2000.

     Net interest expense increased 29% in the third quarter and 18% in the nine
months of 2000, compared with the same periods in 1999. The increase is due to
higher average short-term borrowings to support acquisitions, as well as higher
short-term borrowing rates in 2000.

     The effective income tax rate for the nine months of 2000 was 37.5%, based
on the expected rate for the year, compared with 38.4% in the prior year. The
lower tax rate for 2000 is due to an expected reduction in foreign operating
losses with no benefit, reduction in state income taxes and an increase in
employment-related tax credits.

     Net income decreased 3% during both the third quarter and nine months of
2000. Basic earnings per share were the same for the third quarter and increased
2% in the nine months, including the benefit of the Company's share repurchase
program. The 2000 acquisitions are expected to have a dilutive impact for the
year 2000 of $.10 to $.15 per share, with the majority of this in the fourth
quarter.

INFORMATION BY BUSINESS SEGMENT

     The Consumer Apparel segment consists of jeanswear, women's intimate
apparel, swimwear and the children's apparel businesses. Overall, this segment's
sales increased 1% for the third quarter of 2000 and decreased 1% for the nine
months, compared with the same periods of 1999. Domestic jeans sales increased
9% in the third quarter and 4% for the nine months, led by increases in the
Company's domestic Western and Mass Market businesses in both periods. Sales
also increased in the third quarter at Lee. International jeanswear sales
declined 4% in the third quarter and 6% in the nine months primarily due to the
effects of foreign currency. Excluding the effects of currency translation,
European jeanswear sales increased 2% in the quarter and declined 3% in the nine
months.

     Sales in Asia, however, declined for both the quarter and the nine months
as a result of a declining premium jeans market in Japan and difficult overall
economic conditions within the country. Domestic intimate apparel sales declined
7% in the quarter and 9% in the nine months, with increases in the Vanity Fair
and Lily of France brands offset by lower private label and Vassarette brand
sales. Playwear sales were flat for the quarter, but increased in the nine
months of 2000 due to increased sales in NIKE branded product. Segment profit
increased 11% for the quarter and 8% for the nine months of 2000, due to
increases in domestic jeanswear sales and profitability in both periods.
International jeanswear profit increased significantly in the quarter but was
down slightly in the nine months. While European jeanwear profit increased in
both the quarter and nine months, profits in Asia declined in both periods.

     The Occupational Apparel segment includes the Company's industrial, career
and safety apparel businesses. Sales increased during the nine months of 2000
due to acquisitions made during 1999. This segment's profit decreased in the
third quarter and nine months due to

                                       11
<PAGE>   14

manufacturing and distribution inefficiencies related to integration of the four
businesses acquired in late 1998 and early 1999.

     The All Other segment includes the Company's knitwear, daypack and outdoor
businesses. Sales increased in the third quarter and nine months due to the
acquisitions of Eastpak and The North Face. Segment profit increased in the
quarter due to the 2000 acquisitions.

     Management will continue to address profitability issues within its
underperforming units. Any actions resulting from this evaluation could have an
impact on operating results. From time to time, the Company engages in
acquisitions or dispositions of companies or assets. Except as disclosed herein,
there are no current agreements or understandings with respect to any material
acquisitions or dispositions.

ANALYSIS OF FINANCIAL CONDITION

     The financial condition of the Company is reflected in the following:

<TABLE>
<CAPTION>
                                                SEPTEMBER 30    JANUARY 1    OCTOBER 2
                                                    2000          2000         1999
                                                ------------    ---------    ---------
                                                        (DOLLARS IN MILLIONS)
<S>                                             <C>             <C>          <C>
Working capital...............................   $ 1,119.6      $   763.9    $   788.4
Current ratio.................................    1.9 to 1       1.7 to 1     1.6 to 1
Debt to total capital.........................        38.0%          30.1%        31.4%
</TABLE>

     The Company maintains an unsecured revolving credit agreement with a group
of banks for $750.0 million that supports commercial paper borrowings and is
otherwise available for general corporate purposes. In addition, in June 2000,
the Company entered into a $100.0 million unsecured revolving credit agreement
that terminates in December 2000. Terms for this facility are similar to the
terms of the $750.0 million credit agreement. There are no borrowings
outstanding under these agreements.

     Accounts receivable at the end of the third quarter of 2000 are higher than
at the end of the same period in 1999 due to higher sales. The number of days
sales outstanding in accounts receivable at the end of the third quarter periods
are flat. Receivables are higher than at the end of 1999 due to higher sales in
the third quarter of 2000 and seasonal sales patterns.

     Inventories at the end of the third quarter of 2000 are 15% higher than at
the comparable date in 1999 due to higher inventories in occupational apparel
resulting from operating inefficiencies related to integration of the businesses
acquired in 1998 and 1999, higher days of inventory in recently acquired
companies and expected increases in sales. Excluding the 2000 acquisitions,
inventory balances would have been 6% higher. Inventories are higher than at the
end of 1999 due to seasonal sales patterns and the impact of acquisitions
completed during 2000.

     Accrued liabilities at the end of the quarter are higher than year-end due
to seasonal patterns.

     On September 29, 2000, the Company issued $500.0 million in principal
amount of long-term notes.

     As of October 27, 2000, substantially all of the net proceeds of $495.2
million had been used to reduce short-term borrowings.

     During the first nine months of 2000, the Company repurchased 2.6 million
shares of its Common Stock in open market transactions for a total cost of $64.2
million. Under its current authorization from the Board of Directors, the
Company may repurchase up to an additional 5.4 million common shares. For
information regarding the Company's exposure to certain market risks, see Item
7A, Quantitative and Qualitative Disclosures about Market Risk, in the annual
report on Form 10-K for fiscal 1999. There have been no significant changes in
the Company's market risk exposures since year-end.

                                       12
<PAGE>   15

ANALYSIS OF OPERATIONS FOR THE FISCAL YEARS 1999, 1998 AND 1997

RESULTS OF OPERATIONS

     Consolidated sales rose 1% to a record $5,551 million in 1999. The sales
increase in 1999 was primarily due to the acquisitions of occupational apparel
businesses in late 1998/early 1999 and jeanswear businesses in South America,
offset in part by a slowdown of jeanswear sales in Europe and in the mid-tier
channel in the U.S. Sales in 1998 rose 5% over the 1997 level, due primarily to
the acquisition of Bestform Group, Inc., a major manufacturer and marketer of
women's intimate apparel.

     Gross margins were 34.1% of sales in 1999, compared with 34.5% in 1998 and
34.1% in 1997. Margins were favorably impacted during the last two years from
the continuing shift to lower cost sourcing, lower raw material costs and
increased operating efficiencies. However, in 1999 this was offset by lower
gross margins in the domestic Lee jeanswear, European jeanswear and workwear
businesses. In jeanswear, these reductions resulted from lower than anticipated
volume and the resulting impact in expense absorption, as well as the need to
reduce inventory levels closer to demand. In workwear, lower margins resulted
from the newly acquired companies.

     For the United States market, we manufacture our products in owned domestic
plants and offshore plants, primarily in Mexico. In addition, we contract
production from independent contractors mostly located outside of the U.S. There
has been a shift over the last three years toward a more balanced sourcing mix,
with more products being manufactured in and contracted from lower cost
facilities in Mexico and the Caribbean Basin. The amount of domestic sales
derived from products sewn outside the United States has increased each year so
that now 65% is sourced from international locations. Similarly, in foreign
markets, sourcing is being shifted from higher cost owned plants located
primarily in Western Europe to lower cost owned and contracted production in
locations outside of Western Europe.

     Marketing, administrative and general expenses were 22.2% of sales in 1999,
compared with 21.9% and 22.5% in 1998 and 1997, respectively. Expenses as a
percent of sales increased in 1999 primarily due to fixed short-term expenses on
a lower sales level in European jeanswear. This increase was partially offset by
lower advertising spending.

     Other operating income and expense includes goodwill amortization expense,
offset by net royalty income. In each of the last two years, amortization of
goodwill increased from acquisitions completed during those years, and net
royalty income declined from the conversion of certain formerly licensed
businesses to owned operations.

     Net interest expense increased in each of the last two years due to higher
short-term borrowings related to the business acquisitions. Interest income
includes $3.0 million in 1999 and $10.5 million in 1997 related to settlements
of prior years' tax examinations.

     The effective income tax rate was 38.5% in 1999 and 1998 and 40.1% in 1997.
The effective rate declined in 1998 due to a reduction in foreign operating
losses with no current tax benefit, lower state income taxes and higher tax-free
income attributable to investments that fund certain deferred compensation
plans.

INFORMATION BY BUSINESS SEGMENT

     The Consumer Apparel segment sales were relatively flat in 1999. Record
sales in mass market domestic jeanswear sold in the discount channel and sales
in the newly acquired Latin American jeanswear businesses offset declines
reported in the Lee branded domestic business and in European jeanswear
businesses. The decline in Lee was due to softness in retail sales in mid-tier
department stores in the U.S., and the decline in Europe was due to a consumer
shift away from basic jeans products to alternative fabrics and stylings.
Segment profit in 1999 declined due to lower sales in Lee, lower sales in
Europe, European jeanswear consolidation efforts that created operating

                                       13
<PAGE>   16

difficulties, and a $6 million charge to close the Jantzen women's sportswear
division. In 1998, segment sales advanced due to the acquisition of Bestform and
growth in all categories of domestic jeanswear, offset in part by the
elimination of unprofitable children's playwear product lines. Segment profit in
1998 increased due to the acquisition of Bestform and higher profitability in
domestic jeanswear, existing intimate apparel businesses and children's
playwear, offset in part by a modest decline in European jeanswear.

     The Occupational Apparel segment sales increased in 1999 over the prior two
years due to one acquisition in the latter part of 1998 and three acquisitions
in early 1999. Segment profit as a percent of sales declined from 1997 and 1998
due to the lower level of profitability of the acquired businesses and to
systems, distribution and other costs incurred to integrate these new businesses
into our existing infrastructure.

     The decline in sales and segment profit in the All Other segment over the
last two years is due to difficult market conditions existing in the knitwear
market.

ANALYSIS OF FINANCIAL CONDITION

     In managing our capital structure, we balance financial leverage with
equity to reduce our overall cost of capital, while providing the flexibility to
pursue investment opportunities that may become available. It is our goal to
maintain a debt to capital ratio of less than 40%. Our debt to capital ratio has
remained within these guidelines: 30.1% at the end of 1999 and 27.1% at the end
of 1998.

  BALANCE SHEETS

     Accounts receivable increased in 1999 due to higher December sales and
slightly higher days sales outstanding in the recently acquired companies.
Inventories increased slightly in 1999 due to balances at recently acquired
companies being higher than historic levels. Excluding businesses acquired in
1999, inventories declined by 6%.

     Intangible assets increased during 1999 due to the acquisitions completed
during the year. Other assets increased during 1999 due to an increase in
deferred income tax assets over the 1998 level and an increase in life insurance
contracts and other investment securities underlying our deferred compensation
and retirement programs.

     The deficit in the Accumulated Other Comprehensive Income component of
Common Shareholders' Equity increased during 1999 due to foreign currency
translation adjustments resulting from the strengthening of the U.S. dollar in
relation to the currencies of most European countries where the Company has
operations.

  LIQUIDITY AND CASH FLOWS

     Working capital was $763.9 million and the current ratio was 1.7 to 1 at
the end of 1999, compared with $815.1 million and 1.8 to 1 at the end of 1998.
The decline in 1999 was due to an increase in short-term borrowings.

     The primary source of liquidity is our strong cash flow provided by
operations, which was $423.4 million in 1999, $429.3 million in 1998 and $460.7
million in 1997. In 2000, cash flow from operations should exceed $400 million.

     Capital expenditures were $150.1 million in 1999, compared with $189.1
million and $154.3 million in 1998 and 1997, respectively. Capital expenditures
relate to expansion of offshore manufacturing capacity, primarily in jeanswear,
investments in information systems and ongoing capital improvements in our
worldwide manufacturing and other facilities. Capital expenditures in 2000 are
expected to be comparable with the 1999 level and to be funded by cash flow from
operations.

                                       14
<PAGE>   17

     During 1999, the Company purchased 4.0 million shares of its Common Stock
in open market transactions at a cost of $149.1 million. During 1998, the
Company purchased 3.2 million shares for $147.4 million. Depending on the level
of acquisition opportunities during 2000, we intend to continue to invest
available cash flow to repurchase shares.

     Cash dividends totaled $.85 per common share in 1999, compared with $.81 in
1998 and $.77 in 1997. The dividend payout rate was 28% in 1999, compared with
26% in 1998 and 28% in 1997. The indicated annual dividend rate for 2000 is $.88
per share. We have paid dividends on our Common Stock annually since 1941 and
intend to maintain a long-term payout rate of 30%.

     With our strong financial position, unused credit lines and additional
borrowing capacity, the Company has substantial liquidity and flexibility to
meet investment opportunities that may arise.

  EURO CURRENCY CONVERSION

     Effective January 1, 1999, 11 of the 15 member countries of the European
Union established fixed conversion rates between their existing currencies and a
single new currency, the "euro." During a transition period through June 2002,
business transactions can be conducted in both the euro and the legacy
currencies. After that date, the euro will be the sole currency of the
participating countries. Approximately 11% of the Company's 1999 sales were
generated in the European Union.

     We are evaluating the many areas involved with introduction of the euro,
including information technology systems. As of January 1, 2000, substantially
all of these systems were euro compliant, with the remainder expected to be
compliant by the end of 2000. We are also evaluating the strategic implications
of adoption of the euro, including pricing and distribution of our products.
Although this evaluation is ongoing, it is likely that the euro will lead to a
more uniform pricing in all European markets, including those that have not
adopted the euro as their common currency.

     We are unable to determine the financial impact of the conversion on our
operations, if any, because the impact will depend on the competitive situations
that exist in the various regional markets. However, we believe that the
conversion to the euro will not have a material effect on the Company's results
of operations or financial position. All costs relating to the conversion to the
euro, which are not significant, are being expensed as incurred.

  YEAR 2000 UPDATE

     The Year 2000 issue relates to computer systems that may not properly
recognize date-sensitive information when the year changed to 2000. Since
entering the year 2000, we have not experienced any disruptions to our business,
nor are we aware of any significant Year 2000 issues impacting our suppliers and
customers. In 2000 we will continue to monitor our critical systems but do not
anticipate any exposures from our internal systems or from the activities of our
suppliers and customers. The total cost of resolving the Year 2000 issues,
including internal personnel and outside vendors and consultants, was $26
million over the period 1997 through 1999, which was expensed as incurred.

  RISK MANAGEMENT

     The Company is exposed to a variety of market risks in the ordinary course
of business, including the effects of changes in interest rates, foreign
currency exchange rates and the value of marketable securities. We regularly
assess these potential risks and have policies and procedures to manage these
risks.

     The Company limits its risk from interest rate fluctuations on its net
income and cash flows by managing its mix of long-term borrowings at fixed
interest rates and short-term borrowings at variable interest rates. The Company
may also use derivative instruments to minimize its interest rate risk. The
primary interest rate exposure, which is not significant, relates to short-term
domestic and foreign borrowings. These borrowings averaged $430 million during
1999 and $245 million
                                       15
<PAGE>   18

during 1998. In addition, at the end of 1998, the Company had an interest rate
swap contract related to $100 million of long-term debt. This swap expired in
October 1999.

     The Company has assets and liabilities in foreign subsidiaries that are
subject to fluctuations in foreign currency exchange rates. Investments in these
primarily European subsidiaries are considered to be long-term investments, and
accordingly, the Company uses a functional currency other than the U.S. dollar.
The Company does not hedge these net investments and does not hedge the
translation of foreign currency operating results into the U.S. dollar. In
addition, a growing percentage of the total product needs to support our
domestic businesses are manufactured in Company-owned plants in foreign
countries or by foreign contractors. The Company's primary foreign currency
exposures relate to the euro and to the Mexican peso. We monitor foreign
currency exposures and may in the ordinary course of business enter into
derivative contracts related to specific foreign currency transactions or
anticipated cash flows occurring within twelve months. The amount of these
contracts, and related gains and losses, are not material. There are no
financial instruments held for trading or speculative purposes.

     The Company is exposed to changes in the overall investment securities
markets because amounts accrued under various nonqualified deferred compensation
plans are based on market values of investment funds that are selected by the
plans' participants. Changes in the market values of the participants'
underlying investment selections expose the Company to risks of stock market
fluctuations. This securities market risk is hedged by the Company's investments
in a portfolio of variable life insurance contracts and other securities that
substantially mirror the investment selections underlying the deferred
compensation liabilities. Increases and decreases in deferred compensation
liabilities are substantially offset by corresponding increases and decreases in
the market value of the Company-owned investment securities, resulting in an
insignificant net exposure to the Company's operating results and financial
position.

                                       16
<PAGE>   19

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

     This prospectus includes and may incorporate by reference forward-looking
statements within the meaning of the federal securities laws. This includes
statements concerning plans, expectations and objectives of management relating
to the Company's operations or economic performance, and assumptions related
thereto.

     Forward-looking statements are made based on management's expectations and
beliefs concerning future events impacting the Company and therefore involve a
number of risks and uncertainties. Management cautions that forward-looking
statements are not guarantees and actual results could differ materially from
those expressed or implied in the forward-looking statements.

     Important factors that could cause the actual results of operations or
financial condition of the Company to differ include, but are not necessarily
limited to, the overall level of consumer spending for apparel; changes in
trends in the segments of the market in which we compete; the financial strength
of the retail industry; actions of competitors that may affect our business; and
the impact of unforeseen economic changes in the markets where we compete, such
as changes in interest rates, currency exchange rates, inflation rates,
recession, and other external economic and political factors over which we have
no control.

                                       17
<PAGE>   20

                          DESCRIPTION OF THE NEW NOTES

GENERAL

     The Old Notes were, and the New Notes will be, governed by the indenture
which is a contract between us and United States Trust Company of New York which
acts as trustee. The trustee's main role is to enforce your rights against us if
we default. There are some limitations on the extent to which the trustee acts
on your behalf, described under "-- Events of Default -- Remedies if an event of
default occurs". U.S. Bank Trust National Association acts as registrar, paying
agent and authenticating agent, and performs administrative duties for us, such
as sending you interest payments, transferring your New Notes to a new buyer if
you sell and sending you notices. The indenture and its associated documents
contain the full legal text of the matters described in this section. The
indenture and the New Notes are governed by New York law. See "Where You Can
Find Additional Information" for information on how to obtain a copy of the
indenture.

     The terms of the New Notes are identical in all material respects to the
terms of the Old Notes, except that the transfer restrictions, registration
rights and additional interest provisions relating to the Old Notes do not apply
to the New Notes.

     The Old Notes and the New Notes relating to each series will be considered
collectively to be a single class for all purposes under the indenture,
including, without limitation, waivers and amendments.

     The following description of the provisions of the indenture is a summary
only. More specific terms as well as the definitions of relevant terms can be
found in the indenture and the Trust Indenture Act of 1939, which is applicable
to the indenture. We have also included references in parentheses to certain
sections of the indenture. Because this section is a summary, it does not
describe every aspect of the New Notes. This summary is subject to and qualified
in its entirety by reference to all the provisions of the indenture, including
definitions of certain terms used in the indenture.

PRINCIPAL, MATURITY AND INTEREST

     The New Notes are general unsecured obligations of the Company. The New
Notes will be initially limited to $300,000,000 aggregate principal amount for
the notes due 2005 and $200,000,000 aggregate principal amount for the notes due
2010. However, the indenture does not limit the aggregate principal amount of
debt securities we may issue, and we may issue additional notes in amounts that
exceed the initial amounts at any time, without your consent and without
notifying you. The New Notes are not entitled to any sinking fund.

     Each series of New Notes will mature on October 1 of its respective year of
maturity. The New Notes bear interest at the rates per annum shown on the front
cover of this prospectus from September 29, 2000, payable semi-annually on April
1 and October 1 of each year, commencing April 1, 2001.

     Principal, any premium and interest on the New Notes will be payable, and
the New Notes may be presented for registration of transfer and exchange, at the
office of the registrar or another office or agency of the Company as determined
by us. At our option, payment of interest may be made by check mailed to the
holders at the addresses appearing in the registry books maintained by the
registrar for the New Notes.

OPTIONAL REDEMPTION

     The New Notes will be redeemable, in whole or in part, at the option of the
Company at any time. The redemption price for each series of the New Notes will
be the greater of:

     - 100% of the principal amount of each series of the New Notes to be
       redeemed plus accrued interest on such New Notes to the date of
       redemption; or
                                       18
<PAGE>   21

     - the sum, as determined by a quotation agent appointed by us, of the
       present value of the remaining scheduled payments of principal and
       interest on each series of the New Notes to be redeemed (excluding any
       portion of such payments of interest accrued and paid as of the date of
       redemption) discounted to the redemption date on a semi-annual basis
       (assuming a 360-day year consisting of twelve 30-day months) at the
       "adjusted treasury rate", plus in the case of the notes due 2005, 15
       basis points, and in the case of the notes due 2010, 25 basis points,
       plus accrued interest on each series of the New Notes to be redeemed to
       the date of redemption.

     The "adjusted treasury rate" for any redemption date means the rate per
year equal to the semi-annual equivalent yield to maturity of the "comparable
treasury issue", assuming a price for the comparable treasury issue (expressed
as a percentage of its principal amount) equal to the "comparable treasury
price" for such redemption date. The semi-annual equivalent yield to maturity
will be computed as of the third business day immediately preceding the
redemption date.

     The "comparable treasury issue" (expressed as a percentage of its principal
amount) is a United States treasury security, selected by the quotation agent,
having a maturity comparable to the remaining term of the series of the New
Notes to be redeemed that would be utilized in accordance with customary
financial practice in pricing new issues of corporate notes of comparable
maturity to the remaining term of the New Notes.

     The "quotation agent" is the "reference treasury dealer" appointed by us.
The "reference treasury dealer" means:

     - Goldman, Sachs & Co. and its respective successors; provided, however,
       that if the foregoing shall cease to be a primary U.S. government
       securities dealer (a "primary treasury dealer"), the Company shall
       substitute the reference treasury dealer for another primary treasury
       dealer; and

     - any other primary treasury dealer selected by us.

     The "comparable treasury price" for any redemption date means the average
of the reference treasury dealer quotations for such redemption date, provided
that if three or more reference treasury dealer quotations are obtained, the
highest and lowest of such quotations shall be excluded from the calculation.

     The "reference treasury dealer quotations" means, for each reference
treasury dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the comparable treasury issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such reference treasury dealer at 5:00 p.m. Eastern
Standard time on the third business day preceding such redemption date.

     Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the New Notes to be
redeemed.

     Unless the Company defaults in payment of the redemption price on or after
the redemption date, interest will cease to accrue on the New Notes called for
redemption.

LEGAL OWNERSHIP -- "STREET NAME" AND OTHER INDIRECT HOLDERS

     Investors who hold New Notes in accounts at banks or brokers will generally
not be recognized by us as legal holders of New Notes. This is called holding in
"street name". Instead, we would recognize only the bank or broker, or the
financial institution the bank or broker uses to hold its New Notes. These
intermediary banks, brokers and other financial institutions pass along
principal, interest and other payments on the New Notes, either because they
agree to do so in their customer

                                       19
<PAGE>   22

agreements or because they are legally required to do so. If you hold New Notes
in "street name", you should check with your own institution to find out:

     - How it handles note payments and notices.

     - Whether it imposes fees or charges.

     - How it would handle voting if ever required.

     - Whether and how you can instruct it to send you New Notes registered in
       your own name so you can be a direct holder as described below.

     - How it would pursue rights under the New Notes if there were a default or
       other event triggering the need for holders to act to protect their
       interests.

DIRECT HOLDERS

     Our obligations, as well as the obligations of the trustee and those of any
third parties employed by us or the trustee, run only to persons who are
registered as holders of New Notes. As noted above, we do not have obligations
to you if you hold in "street name" or other indirect means, either because you
choose to hold New Notes in that manner or because the New Notes are issued in
the form of global notes as described below. For example, once we make payment
to the registered holder, we have no further responsibility for the payment even
if that holder is legally required to pass the payment along to you as a "street
name" customer but does not do so.

GLOBAL NOTES

     A global note is a special type of indirectly held security, as described
above under "Legal Ownership -- 'Street Name' and Other Indirect Holders". For
global notes the ultimate beneficial owners can only be indirect holders. We do
this by requiring that the global note be registered in the name of a financial
institution we select and by requiring that the New Notes included in the global
note not be transferred to the name of any other direct holder unless the
special circumstances described below occur. The financial institution that acts
as the sole direct holder of the global note is called the "depositary". Any
person wishing to own a New Note must do so indirectly by virtue of an account
with a broker, bank or other financial institution that in turn has an account
with the depositary.

     SPECIAL INVESTOR CONSIDERATION FOR GLOBAL NOTES. As an indirect holder, an
investor's rights relating to a global note will be governed by the account
rules of the investor's financial institution and of the depositary, as well as
general laws relating to New Notes transfers. We do not recognize this type of
investor as a holder of New Notes and instead deal only with the depositary that
holds the global note.

     An investor should be aware that for the New Notes issued only in the form
of global notes:

     - The investor cannot get New Notes registered in his or her own name.

     - The investor cannot receive physical certificates for his or her interest
       in the New Notes.

     - The investor will be a "street name" holder and must look to his or her
       own bank or broker for payments on the New Notes and protection of his or
       her legal rights relating to the New Notes. See "Legal
       Ownership -- 'Street Name' and Other Indirect Holders".

     - The investor may not be able to sell interests in the New Notes to some
       insurance companies and other institutions that are required by law to
       own their New Notes in the form of physical certificates.

     - The depositary's policies will govern payments, transfers, exchanges and
       other matters relating to the investor's interest in the global note. We
       and the trustee have no responsibility

                                       20
<PAGE>   23

       for any aspect of the depositary's actions or for its records of
       ownership interests in the global note. We and the trustee also do not
       supervise the depositary in any way.

     - Payment for purchases and sales in the market for corporate bonds and
       notes is generally made in next-day funds. In contrast, the depositary
       will usually require that interests in a global note be purchased or sold
       within its system using same-day funds. This difference could have some
       effect on how global note interests trade, but we do not know what that
       effect will be.

     SPECIAL SITUATIONS WHEN GLOBAL NOTES WILL BE TERMINATED. In a few special
situations described later, the global note will terminate and interests in it
will be exchanged for physical certificates representing New Notes. After that
exchange, the choice of whether to hold New Notes directly or in "street name"
will be up to the investor. Investors must consult their own bank or brokers to
find out how to have their interests in New Notes transferred to their own name,
so that they will be direct holders. The rights of "street name" investors and
direct holders in the New Notes have been previously described in the
subsections entitled "Legal Ownership -- 'Street Name' and Other Indirect
Holders" and "Direct Holders".

     The special situations for termination of a global note are:

     - when the depositary notifies us that it is unwilling, unable or no longer
       qualified to continue as depositary;

     - when we notify the trustee that we wish to terminate the global note; or

     - when an event of default on the New Notes has occurred and has not been
       cured. (Defaults are discussed later under "Events of Default".)

     When a global note terminates, the depositary (and not the Company or the
trustee) is responsible for identifying the institutions that will be the
initial direct holders. (Section 305)

IN THE REMAINDER OF THIS DESCRIPTION "YOU" MEANS DIRECT HOLDERS AND NOT "STREET
NAME" OR OTHER INDIRECT HOLDERS OF NEW NOTES. INDIRECT HOLDERS SHOULD READ THE
PREVIOUS SUBSECTION ENTITLED "LEGAL OWNERSHIP -- 'STREET NAME' AND OTHER
INDIRECT HOLDERS".

OVERVIEW OF REMAINDER OF THIS DESCRIPTION

     The remainder of this description summarizes:

     - ADDITIONAL MECHANICS relevant to the New Notes under normal
       circumstances, such as how we give notice and where we make payments;

     - Your rights under several SPECIAL SITUATIONS, such as if we merge with
       another company, or if we want to change a term of the New Notes;

     - Promises we make to you about how we will run our business, or business
       actions we promise not to take (known as "RESTRICTIVE COVENANTS"); and

     - Your rights if we DEFAULT or experience other financial difficulties.

ADDITIONAL MECHANICS -- FORM

     The New Notes will be issued:

     - only in registered form;

     - without interest coupons; and

     - in denominations that are even multiples of $1,000. (Section 302)

                                       21
<PAGE>   24

     The registrar acts as our agent for registering New Notes in the names of
holders. We may change this appointment to another entity or perform it
ourselves. The entity performing the role of maintaining the list of registered
holders is called the "security registrar". (Section 305)

PAYMENT AND PAYING AGENTS

     We will pay interest to you if you are a direct holder of the New Notes
semi-annually at the close of business on the March 15 and September 15, prior
to the payment date, even if you no longer own the New Notes on the interest due
date. This date is called the "regular record date". (Section 307)

     Holders buying and selling New Notes must work out between them how to
compensate for the fact that we will pay all the interest for an interest period
to the one who is the registered holder on the regular record date. The most
common manner is to adjust the sales price of the New Notes to prorate interest
fairly between buyer and seller. This prorated interest amount is called
"accrued interest".

     Payment of interest, principal and any other money due on the New Notes
will be made at the office or agency of the Company maintained for that purpose.
That office is currently located at U.S. Bank Trust National Association, 100
Wall Street, Suite 1600, New York, N.Y. 10005. You must make arrangements to
have your payments picked up at, or wired from, that office. We may also choose
to pay interest by mailing checks.

"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.

     We may also arrange for additional payment offices, and may cancel or
change these offices. These offices are called "paying agents". We may also
choose to act as our own paying agent. We must notify you of changes in the
paying agents for any particular series of New Notes. (Section 1002)

NOTICES

     Notices regarding the New Notes will be sent only to direct holders, using
their addresses as listed in the registrar's records. (Sections 101 and 106)

     Regardless of who acts as paying agent, all money paid by us to a paying
agent that remains unclaimed at the end of two years after the amount is due to
direct holders will be repaid to us. After that two-year period, you may look
only to us for payment and not to the trustee, any other paying agent or anyone
else. (Section 1003)

SPECIAL SITUATIONS -- MERGERS AND SIMILAR EVENTS

     We may not consolidate with or merge into any other person (as defined in
the indenture) or convey, transfer or lease our properties and assets
substantially as an entirety, unless:

     (a) the successor person is a corporation, partnership or trust organized
and validly existing under the laws of the United States of America, any State
thereof or the District of Columbia, and expressly assumes our obligations on
the New Notes and under the indenture;

     (b) after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, would occur and be continuing; and

     (c) after giving effect to such transaction, neither we nor the successor
person, as the case may be, would immediately thereafter have outstanding
indebtedness secured by any Mortgage not permitted by the provisions of our
restrictive covenant relating to liens or, if so, shall have secured

                                       22
<PAGE>   25

the New Notes equally and ratably with (or prior to) any indebtedness secured
thereby. (Section 801)

MODIFICATION AND WAIVER

     There are three types of changes we can make to the indenture and the New
Notes:

     - CHANGES REQUIRING YOUR APPROVAL. First, the following is a list of the
       types of changes that cannot be made to the New Notes without your
       approval:

          - change the stated maturity of the principal or interest on a New
            Note;

          - reduce any amounts due on a New Note;

          - reduce the amount of principal payable upon acceleration of the
            maturity of a New Note following a default;

          - change the place or currency of payment on a New Note;

          - impair your right to sue for payment;

          - reduce the percentage of holders of New Notes whose consent is
            needed to modify or amend the indenture;

          - reduce the percentage of holders of New Notes whose consent is
            needed to waive compliance with certain provisions of the indenture
            or to waive certain defaults; and

          - modify any other aspect of the provisions dealing with modification
            and waiver of the indenture. (Section 902)

     - CHANGES REQUIRING A MAJORITY VOTE. The second type of change to the
       indenture is the kind that requires a vote in favor by holders of New
       Notes and Old Notes owning a majority of the principal amount of the
       particular series affected. Most changes fall into this category, except
       for clarifying changes and certain other changes that would not adversely
       affect holders of the New Notes. The same vote would be required for us
       to obtain a waiver of all or part of the restrictive covenants described
       later on this page, or a waiver of a past default. However, we cannot
       obtain a waiver of a payment default or any other aspect of the indenture
       or the New Notes listed in the first category described previously above
       under "Changes Requiring Your Approval" unless we obtain your individual
       consent to the waiver. (Sections 513 and 902)

     - CHANGES NOT REQUIRING APPROVAL. The third type of change does not require
       any vote by holders of New Notes. This type is limited to clarifications
       and certain other changes that would not adversely affect holders of the
       New Notes.

     New Notes will not be considered outstanding, and therefore will not be
eligible to vote, if we have deposited or set aside in trust for you money for
their payment or redemption. New Notes will also not be eligible to vote if they
have been fully defeased as described later under "Full Defeasance". (Section
101)

     We will generally be entitled to set any day as a record date for the
purpose of determining the holders of outstanding securities that are entitled
to vote or take other action under the indenture. In certain limited
circumstances, the trustee will be entitled to set a record date for action by
holders. If we or the trustee set a record date for a vote or other action to be
taken by holders of a particular series, that vote or action may be taken only
by persons who are holders of outstanding securities of that series on the
record date and must be taken within 180 days following the record date or a
shorter period that we may specify (or as the trustee may specify, if it set the
record date). We may shorten or lengthen (but not beyond 180 days) this period
from time to time. (Section 104)

                                       23
<PAGE>   26

"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE
THE INDENTURE OR THE NEW NOTES OR REQUEST A WAIVER.

COVENANTS

     In the indenture, we agree to restrictions that limit our own as well as
our subsidiaries' ability to create liens or enter into sale and leaseback
transactions.

     RESTRICTIONS ON MORTGAGES AND OTHER LIENS. We will not, nor will we permit
any Subsidiary to, issue, assume or guarantee any Debt secured by a Mortgage
upon any Principal Property or on any shares of stock or indebtedness of any
Restricted Subsidiary (whether such Principal Property, shares of stock or
indebtedness is now owned or hereafter acquired) without in any such case
effectively providing that the New Notes (together with, if we shall so
determine, any other indebtedness of or guaranteed by us or such Restricted
Subsidiary ranking equally with the New Notes then existing or thereafter
created) shall be secured equally and ratably with such Debt, except that the
foregoing restrictions shall not apply to:

          (i) Mortgages on property, shares of stock or indebtedness of or
     guaranteed by any corporation existing at the time such corporation becomes
     a Restricted Subsidiary;

          (ii) Mortgages on property existing at the time of acquisition
     thereof, or to secure the payment of all or part of the purchase price of
     such property, or to secure Debt incurred or guaranteed for the purpose of
     financing all or part of the purchase price of such property or
     construction or improvements thereon, which Debt is incurred or guaranteed
     prior to, at the time of, or within 120 days after the later of such
     acquisition of completion of such improvements or construction or
     commencement of full operation of such property;

          (iii) Mortgages securing Debt owing by any Restricted Subsidiary to
     the Company or another Restricted Subsidiary;

          (iv) Mortgages on property of a corporation existing at the time such
     corporation is merged into or consolidated with us or a Restricted
     Subsidiary or at the time of a purchase, lease or other acquisition of the
     property of a corporation or firm as an entirety or substantially as an
     entirety by us or a Restricted Subsidiary;

          (v) Mortgages on our property or that of a Restricted Subsidiary in
     favor of the United States of America or any State thereof, or any
     political subdivision thereof, or in favor of any other country, or any
     political subdivision thereof, to secure certain payments pursuant to any
     contract or statute or to secure any indebtedness incurred or guaranteed
     for the purpose of financing all or any part of the purchase price or the
     cost of construction of the property subject to such Mortgages (including,
     but not limited to, Mortgages incurred in connection with pollution control
     industrial revenue bond or similar financing);

          (vi) Mortgages existing on the date of the indenture; and

          (vii) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any Mortgage referred to
     in any of the foregoing clauses.

     Notwithstanding the above, we and any one or more Subsidiaries may, without
securing the New Notes, issue, assume or guarantee secured Debt which would
otherwise be subject to the foregoing restrictions, provided that after giving
effect thereto the aggregate amount of Debt which would otherwise be subject to
the foregoing restrictions then outstanding (not including secured Debt
permitted under the foregoing exceptions) at such time does not exceed 10% of
the shareholders' equity of the Company and its consolidated Subsidiaries as of
the end of the latest fiscal year. (Section 1008)

                                       24
<PAGE>   27

     RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS. Sale and leaseback
transactions by us or any Restricted Subsidiary of any Principal Property
(whether now owned or hereafter acquired) are prohibited unless:

          (i) the Company or such Restricted subsidiary would be entitled under
     the indenture to issue, assume or guarantee Debt secured by a Mortgage upon
     such Principal Property at least equal in amount to the Attributable Debt
     in respect of such transaction without equally and ratably securing the New
     Notes, provided that such Attributable Debt shall thereupon be deemed to be
     Debt subject to the provisions described above under "Restrictions on
     mortgages and other liens" or

          (ii) an amount in cash equal to such Attributable Debt is applied to
     the retirement of funded-non-subordinated Debt of the Company or a
     Restricted Subsidiary. (Section 1009)

     The restrictions described above do not apply to:

          (i) such transactions involving leases for less than three years,

          (ii) leases between the Company and a Restricted Subsidiary or between
     Restricted Subsidiaries, or

          (iii) leases of a Principal Property entered into within 120 days
     after the later of the acquisition, completion of construction or
     commencement of full operation of such Principal Property.

     CERTAIN DEFINITIONS RELATING TO OUR RESTRICTIVE COVENANTS. Following are
the meanings of the terms that are important in understanding the restrictive
covenants previously described.

     "Principal Property" is defined as any manufacturing plant or facility
located within the United States of America (other than its territories and
possessions) and owned by the Company or any subsidiary, except any such plant
or facility which, in the opinion of the Board of Directors, is not of material
importance to the business conducted by the Company and its Subsidiaries, taken
as a whole.

     "Debt" is defined as indebtedness for money borrowed.

     "Mortgage" is defined as any mortgage, pledge, lien or other encumbrance.

     "Attributable Debt" is defined as the present value (discounted at the rate
of interest implicit in the terms of the lease) of the obligation of a lessee
for net rental payments during the remaining term of any lease.

     "Subsidiary" is defined to mean any corporation, partnership or other legal
entity of which, in the case of a corporation, more than 50% of the outstanding
voting stock is owned, directly or indirectly, by the Company or by one or more
other Subsidiaries, or by the Company and one or more other Subsidiaries or, in
the case of any partnership or other legal entity, more than 50% of the ordinary
equity capital interests is, at the time, directly or indirectly owned or
controlled by the Company or by one or more of the Subsidiaries or by the
Company and one or more of the Subsidiaries.

     "Restricted Subsidiary" is defined as a Subsidiary which owns or leases any
Principal Property. (Section 101)

DEFEASANCE

     FULL DEFEASANCE. If there is a change in federal tax law, as described
below, we can legally release ourselves from any payment or other obligations on
each series of the New Notes (called "full defeasance") if we put in place the
following other arrangements for you to be repaid:

                                       25
<PAGE>   28

     - We must deposit in trust for your benefit and the benefit of all other
       direct holders of the New Notes a combination of money and U.S.
       government or U.S. government agency notes or bonds that will generate
       enough cash to make interest, principal and any other payments on the New
       Notes on their various due dates.

     - There must be a change in current federal tax law or an IRS ruling that
       lets us make the above deposit without causing you to be taxed on the New
       Notes any differently than if we did not make the deposit and just repaid
       the New Notes ourselves. (Under current federal tax law, the deposit and
       our legal release from the New Notes would be treated as though we took
       back your New Notes and gave you your share of the cash and notes or
       bonds deposited in trust. In that event, you could recognize gain or loss
       on the New Notes you give back to us.)

     - We must deliver to the trustee a legal opinion of our counsel confirming
       the tax law change described above. (Sections 1302 and 1304)

     If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the New Notes. You
could not look to us for repayment in the unlikely event of any shortfall.
Conversely, the trust deposit would most likely be protected from claims of our
lenders and other creditors if we ever become bankrupt or insolvent.

     COVENANT DEFEASANCE. Under current federal tax law, we can make the same
type of deposit described above and be released from some of the restrictive
covenants in the New Notes. This is called "covenant defeasance". In that event,
you would lose the protection of those restrictive covenants but would gain the
protection of having money and notes set aside in trust to repay the New Notes.
In order to achieve covenant defeasance, we must do the following:

     - We must deposit in trust for your benefit and the benefit of all other
       direct holders of each series of the New Notes a combination of money and
       U.S. government or U.S. government agency notes or bonds that will
       generate enough cash to make interest, principal and any other payments
       on the New Notes on their various due dates.

     - We must deliver to the trustee a legal opinion of our counsel confirming
       that under current federal income tax law we may make the above deposit
       without causing you to be taxed on the New Notes any differently than if
       we did not make the deposit and just repaid the New Notes ourselves.

     If we accomplish covenant defeasance, the following provisions of the
indenture and the New Notes would no longer apply:

     - Our promises regarding conduct of our business previously described under
       "Covenants," and any other covenants applicable to the series of New
       Notes and described in this prospectus.

     - The conditions that apply when we merge or engage in similar
       transactions, as previously described under "Mergers and Similar Events".

     - The events of default relating to breach of covenants, certain events in
       bankruptcy, insolvency or reorganization, and acceleration of the
       maturity of other debt, described below under "Events of Default".

     If we accomplish covenant defeasance, you can still look to us for
repayment of the New Notes if there were a shortfall in the trust deposit. In
fact, if one of the remaining events of default occurred (such as our
bankruptcy) and the New Notes become immediately due and payable, there may be
such a shortfall. Depending on the event causing the default, you may not be
able to obtain payment of the shortfall. (Sections 1303 and 1304)

                                       26
<PAGE>   29

RANKING

     The New Notes are not secured by any of our property of assets.
Accordingly, your ownership of New Notes means you are one of the Company's
unsecured creditors. The New Notes are not subordinated to any of the Company's
other debt obligations and therefore they rank equally with all of the Company's
other unsecured and unsubordinated indebtedness.

EVENTS OF DEFAULT

     You will have special rights if an event of default occurs and is not
cured, as described later in this subsection.

     The term "event of default" means any of the following:

     - we do not pay interest on a New Note within 30 days of its due date;

     - we do not pay the principal or any premium on a New Note on its due date;

     - we do not deposit any sinking fund payment on its due date;

     - we remain in breach of a restrictive covenant or any other term of the
       indenture for 60 days after we receive a notice of default stating we are
       in breach. The notice must be sent by either the trustee or holders of
       10% of the principal amount of New Notes and Old Notes of the affected
       series;

     - other debt of ours totaling $50,000,000 or more defaults, our obligation
       to repay it is accelerated by our lenders, and this repayment obligation
       remains accelerated for 10 days after we receive a notice of default as
       described in the previous paragraph; or

     - we file for bankruptcy or certain other events in bankruptcy, insolvency
       or reorganization occur.

     REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an event of default has occurred
and has not been cured, the trustee or the holders of 25% in principal amount of
the New Notes and Old Notes of the affected series may declare the entire
principal amount of all the New Notes and Old Notes of that series to be due and
immediately payable. This is called a declaration of acceleration of maturity.
If an event of default occurs because of certain events in bankruptcy,
insolvency or reorganization, the principal amount of all New Notes of that
series will be automatically accelerated, without any action by the trustee or
any holder. A declaration of acceleration of maturity may be canceled by the
holders of at least a majority in principal amount of the New Notes and Old
Notes of the affected series. (Section 502)

     Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request of
any holders unless the holders offer the trustee reasonable protection from
expenses and liability (called an "indemnity"). (Section 603) If reasonable
indemnity is provided, the holders of a majority in principal amount of the
outstanding New Notes and Old Notes of the relevant series may direct the time,
method and place of conducting any lawsuit or other formal legal action seeking
any remedy available to the trustee. These majority holders may also direct the
trustee in performing any other action under the indenture. (Section 512)

     Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the New Notes, the following must occur:

     - you must give the trustee written notice that an event of default has
       occurred and remains uncured;

                                       27
<PAGE>   30

     - the holders of 25% in principal amount of all outstanding securities of
       the relevant series must make a written request that the trustee take
       action because of the default, and must offer reasonable indemnity to the
       trustee against the cost and other liabilities of taking that action;

     - the holders of a majority in principal amount of all outstanding
       securities of the relevant series must not have given the trustee any
       direction inconsistent with that request; and

     - the trustee must have not taken action for 60 days after the receipt of
       the above notice and offer of indemnity. (Section 507)

     You are, however, entitled at any time to bring a lawsuit for the payment
of money due on your New Notes on or after its due date. (Section 508)

     We will furnish to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indenture and the New Notes, or else specifying any default. (Section 1004)

REGARDING THE TRUSTEE

     The trustee's current address is United States Trust Company of New York,
114 West 47th Street, 25th floor, New York, NY 10036.

     The indenture provides that, except during the continuance of an event of
default, the trustee will perform only such duties as are specifically set forth
in the indenture. During the existence of an event of default, the trustee will
exercise such rights and powers vested in its exercise as a prudent person would
exercise under the circumstances in the conduct of such person's own affairs.
(Section 601)

     The indenture and provisions of the Trust Indenture Act incorporated by
reference therein contain limitations on the rights of the trustee, should it
become a creditor of the company, to obtain payment of claims in certain cases
or to realize on certain property received by it in respect of any such claim as
security or otherwise. The trustee is permitted to engage in other transactions
with the company or any affiliate. If it acquires any conflicting interest (as
defined in the indenture or in the Trust Indenture Act), it must eliminate such
conflict or resign. (Sections 608 and 613)

                                       28
<PAGE>   31

                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     The Old Notes were sold by us on September 29, 2000 to the initial
purchasers pursuant to a purchase agreement, dated September 22, 2000, between
us and the initial purchasers. The initial purchasers subsequently sold the Old
Notes to "qualified institutional buyers," as defined in Rule 144A under the
Securities Act in reliance on Rule 144A and outside the United States in
accordance with Regulation S under the Securities Act. As a condition to the
initial sale of the Old Notes, V.F. Corporation and the initial purchasers
entered into the exchange and registration rights agreement. Pursuant to the
exchange and registration rights agreement, we agreed that we would:

     - file with the SEC, on or prior to 90 days after the closing date, which
       is the date we delivered the Old Notes to the initial purchasers, a
       registration statement under the Securities Act with respect to the New
       Notes; and

     - use our reasonable best efforts to cause such registration statement to
       become effective under the Securities Act as soon as practicable but not
       later than 180 days after the closing date.

     We agreed to issue and exchange New Notes for all Old Notes validly
tendered and not withdrawn before the expiration of the exchange offer. A copy
of the exchange and registration rights agreement has been filed as an exhibit
to the registration statement of which this prospectus is a part. The
registration statement is intended to satisfy certain of our obligations under
the exchange and registration rights agreement and the purchase agreement. In
the event that due to a change in current interpretations by the SEC, we are not
permitted to effect such exchange offer, it is contemplated that we will instead
file a shelf registration statement covering resales by the holders of the Old
Notes and will use our reasonable best efforts to cause such shelf registration
statement to become effective no later than 120 days after filing and to keep
such shelf registration statement effective for a maximum of two years from
after the shelf registration becomes effective.

TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept for exchange any and all Old
Notes validly tendered and not withdrawn prior to the expiration date.

     For each $1000 principal amount of Old Notes properly tendered and not
withdrawn before the expiration date, we will give you $1000 principal amount of
New Notes.

     The form and terms of the New Notes are the same as the form and terms of
the Old Notes except that:

     - the exchange will be registered under the Securities Act and, therefore,
       the New Notes will not bear legends restricting the transfer thereof; and

     - holders of the New Notes will not be entitled to any of the exchange and
       registration rights of holders of Old Notes under the exchange and
       registration rights agreement, which rights will terminate upon the
       consummation of the exchange offer.

     The New Notes will evidence the same indebtedness as the Old Notes, which
they replace, and will be issued under, and be entitled to the benefits of, the
indenture which also authorized the issuance of the Old Notes, such that the New
Notes and the Old Notes of each series will be treated as a single class of
securities under the indenture.

     As of the date of this prospectus, $300,000,000 of notes due 2005 and
$200,000,000 of notes due 2010 are outstanding, all of which are registered in
the name of Cede & Co., as nominee for DTC. Solely for reasons of
administration, we have fixed the close of business on  , 2001 as the

                                       29
<PAGE>   32

record date for the exchange offer for purposes of determining the persons to
whom this prospectus and the letter of transmittal will be mailed initially.
There will be no fixed record date for determining holders of the Old Notes
entitled to participate in the exchange offer.

     Holders of the Old Notes do not have any appraisal or dissenters' rights
under the Business Corporation Law of Pennsylvania or the indenture in
connection with the exchange offer. We intend to conduct the exchange offer in
accordance with the provisions of the exchange and registration rights agreement
and the applicable requirements of the Securities Act and the rules and
regulations of the SEC thereunder.

     We shall be deemed to have accepted validly tendered Old Notes when, and
if, we have given oral or written notice thereof to U.S. Bank Trust National
Association, the exchange agent. The exchange agent will act as agent for the
tendering holders of Old Notes for the purpose of receiving the New Notes from
the Company.

     Holders who tender Old Notes in the exchange offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of Old Notes
pursuant to the exchange offer. We will pay all charges and expenses, other than
certain applicable taxes described below, in connection with the exchange offer.
See "The Exchange Offer -- Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

     The term "expiration date" shall mean 5:00 p.m., New York City time, on   ,
2001, unless we, in our sole discretion, extend the exchange offer, in which
case the term "expiration date" shall mean the latest date and time to which the
exchange offer is extended.

     If we determine to extend the exchange offer, we will, prior to 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
expiration date:

     - notify the exchange agent of any extension by oral or written notice; and

     - issue a press release or other public announcement which shall include
       disclosure of the approximate number of Old Notes deposited to date.

     We reserve the right, in our sole discretion:

     - to delay accepting any Old Notes;

     - to extend the exchange offer; or

     - if, in the opinion of our counsel, the consummation of the exchange offer
       would violate any applicable law, rule or regulation or any applicable
       interpretation of the staff of the SEC, to terminate or amend the
       exchange offer by giving oral or written notice of such delay, extension,
       termination or amendment to the exchange agent. Any such delay in
       acceptance, extension, termination or amendment will be followed as
       promptly as practicable by a press release or other public announcement
       thereof.

     If the exchange offer is amended in a manner determined by us to constitute
a material change, we will promptly disclose such amendment by means of a
prospectus supplement that will be distributed to the registered holders of the
Old Notes, and we will extend the exchange offer for a period of five to ten
business days, depending upon the significance of the amendment and the manner
of disclosure to the holders, if the exchange offer would otherwise expire
during such five to ten business day period.

     Without limiting the manner in which we may choose to make a public
announcement of any delay, extension, amendment or termination of the exchange
offer, we shall have no obligation to publish, advertise, or otherwise
communicate any such public announcement, other than by making a timely release
to an appropriate news agency.

                                       30
<PAGE>   33

INTEREST ON THE NEW NOTES

     The New Notes will accrue interest at the rate of 8.10% per annum for the
notes due 2005 and 8.50% per annum for the notes due 2010 from the most recent
date to which interest has been paid on the Old Notes or, if no interest has
been paid, from September 29, 2000, payable semi-annually in arrears on April 1
and October 1 of each year beginning on April 1, 2001.

RESALE OF THE NEW NOTES

     With respect to the New Notes, based upon interpretations by the staff of
the SEC set forth in certain no-action letters issued to third parties, we
believe that a holder who exchanges Old Notes for New Notes in the ordinary
course of business, who is not participating, does not intend to participate,
and has no arrangement or understanding with any person to participate in a
distribution of the New Notes, and who is not an "affiliate" of ours within the
meaning of Rule 405 of the Securities Act, will be allowed to resell New Notes
to the public without further registration under the Securities Act and without
delivering to the purchasers of the New Notes a prospectus that satisfies the
requirements of Section 10 of the Securities Act.

     If any holder acquires New Notes in the exchange offer for the purpose of
distributing or participating in the distribution of the New Notes, such holder:

     - cannot rely on the position of the staff of the SEC enumerated in such
       no-action letters issued to third parties; and

     - must comply with the registration and prospectus delivery requirements of
       the Securities Act in connection with any resale transaction, unless an
       exemption from registration is otherwise available.

     Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes acquired by such broker-dealer as a result of market-making or
other trading activities must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The letter of transmittal states
that by so acknowledging and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of any New
Notes received in exchange for Old Notes acquired by such broker-dealer as a
result of market-making or other trading activities. We will make this
prospectus, as it may be amended or supplemented from time to time, available to
any such broker-dealer that requests copies of such prospectus in the letter of
transmittal for use in connection with any such resale for a period of up to 180
days after the expiration date. See "Plan of Distribution."

PROCEDURES FOR TENDERING

     To tender in the exchange offer, a holder of Old Notes must either:

     - complete, sign and date the letter of transmittal or facsimile thereof,
       have the signatures thereon guaranteed if required by the letter of
       transmittal, and mail or otherwise deliver such letter of transmittal or
       such facsimile to the exchange agent; or

     - if such Old Notes are tendered pursuant to the procedures for book-entry
       transfer set forth below, a holder tendering Old Notes may transmit an
       agent's message (as defined below) to the exchange agent in lieu of the
       letter of transmittal,

in either case for receipt on or prior to the expiration date.

     In addition, either:

     - certificates for such Old Notes must be received by the exchange agent
       along with the letter of transmittal;

                                       31
<PAGE>   34

     - a timely confirmation of a book-entry transfer (a "book-entry
       confirmation") of such Old Notes into the exchange agent's account at DTC
       pursuant to the procedure for book-entry transfer described below, along
       with the letter of transmittal or an agent's message, as the case may be,
       must be received by the exchange agent prior to the expiration date; or

     - the holder must comply with the guaranteed delivery procedures described
       below.

     The term "agent's message" means a message, transmitted to the exchange
agent's account at DTC and received by the exchange agent and forming a part of
the book-entry confirmation, which states that such account has received an
express acknowledgment from the tendering participant that such participant has
received and agrees to be bound by the letter of transmittal and that the
Company may enforce the letter of transmittal against such participant. To be
tendered effectively, the letter of transmittal and other required documents, or
an agent's message in lieu thereof, must be received by the exchange agent at
the address set forth below under "-- Exchange Agent" prior to 5:00 p.m., New
York City time, on the expiration date.

     The tender by a holder that is not withdrawn prior to the expiration date
will constitute an agreement between such holder and us in accordance with the
terms and subject to the conditions set forth herein and in the letter of
transmittal.

     THE METHOD OF DELIVERY OF OLD NOTES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE
EXPIRATION DATE. DO NOT SEND THE LETTER OF TRANSMITTAL OR ANY OLD NOTES TO US.
HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.

     Any beneficial owner(s) of the Old Notes whose Old Notes are held through a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such intermediary promptly and instruct such
intermediary to tender on such beneficial owner's behalf. If such beneficial
owner wishes to tender on its own behalf, such owner must, prior to completing
and executing the letter of transmittal and delivering such owner's Old Notes:

     - make appropriate arrangements to register ownership of the Old Notes in
       such owner's name; or

     - obtain a properly completed bond power from the registered holder.

The transfer of registered ownership may take considerable time.

     Signatures on a letter of transmittal or a notice of withdrawal described
below (see "-- Withdrawal of Tenders"), as the case may be, must be guaranteed
by an eligible institution unless the Old Notes tendered pursuant thereto are
tendered:

     - by a registered holder who has not completed the box titled "Special
       Delivery Instruction" on the letter of transmittal; or

     - for the account of an eligible institution.

     In the event that signatures on a letter of transmittal or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantee
must be made by an eligible institution, which is a member firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States, or an "eligible guarantor institution"
(within the meaning of Rule 17Ad-15 under the Exchange Act) which is a member of
one of the recognized signature guarantee programs identified in the letter of
transmittal.

                                       32
<PAGE>   35

     If the letter of transmittal is signed by a person other than the
registered holder of any Old Notes listed therein, such Old Notes must be
endorsed or accompanied by a properly completed bond power, signed by such
registered holder exactly as such registered holder's name appears on such Old
Notes.

     In connection with any tender of Old Notes in definitive certified form, if
the letter of transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by us, evidence
satisfactory to us of their authority to so act must be submitted with the
letter of transmittal.

     The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may utilize DTC's Automated Tender Offer
Program to tender Old Notes.

     All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
us in our sole discretion, which determination will be final and binding. We
reserve the absolute right:

     - to reject any and all Old Notes not properly tendered and any Old Notes
       our acceptance of which would, in the opinion of our counsel, be
       unlawful; and

     - to waive any defects, irregularities or conditions of tender as to
       particular Old Notes.

     Our interpretation of the terms and conditions of the exchange offer
(including the instructions in the letter of transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as we shall
determine. Although we intend to notify holders of defects or irregularities in
connection with tenders of Old Notes, neither we, the exchange agent nor any
other person shall incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived.

     While we have no present plan to acquire any Old Notes that are not
tendered in the exchange offer or to file a registration statement to permit
resales of any Old Notes that are not tendered pursuant to the exchange offer,
we reserve the right in our sole discretion to purchase or make offers for any
Old Notes that remain outstanding subsequent to the expiration date and, to the
extent permitted by applicable law, purchase Old Notes in the open market, in
privately negotiated transactions or otherwise. The terms of any such purchases
or offers could differ from the terms of the exchange offer.

     By tendering Old Notes pursuant to the exchange offer, each holder of Old
Notes will represent to us that, among other things:

     - the New Notes to be acquired by such holder of Old Notes in connection
       with the exchange offer are being acquired by such holder in the ordinary
       course of business of such holder;

     - such holder is not participating, does not intend to participate, and has
       no arrangement or understanding with any person to participate in the
       distribution (within the meaning of the Securities Act) of the New Notes;

     - such holder acknowledges and agrees that any person who is participating
       in the exchange offer for the purpose of distributing the New Notes must
       comply with the registration and prospectus delivery requirements of the
       Securities Act in connection with a secondary resale of the New Notes
       acquired by such person and cannot rely on the position of the staff of
       the SEC set forth in certain no-action letters;

     - such holder understands that a secondary resale transaction, described
       above, and any resales of New Notes obtained by such holder in exchange
       for Old Notes acquired by such holder directly from us should be covered
       by an effective registration statement containing

                                       33
<PAGE>   36

       the selling security holder information required by Item 507 or Item 508,
       as applicable, of Regulation S-K of the Commission; and

     - such holder is not an "affiliate", as defined in Rule 405 under the
       Securities Act, of ours.

     If the holder is a broker-dealer that will receive New Notes for such
holder's own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, such holder will be
required to acknowledge in the letter of transmittal that such holder will
deliver a prospectus in connection with any resale of such New Notes; however,
by so acknowledging and by delivering a prospectus, such holder will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

RETURN OF OLD NOTES

     In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the exchange offer will be made only after timely receipt
by the exchange agent of:

     - Old Notes or a timely book-entry confirmation of such Old Notes into the
       exchange agent's account at DTC; and

     - a properly completed and duly executed letter of transmittal and all
       other required documents, or an agent's message in lieu thereof.

     If any tendered Old Notes are not accepted for any reason set forth in the
terms and conditions of the exchange offer or if Old Notes are withdrawn or are
submitted for a greater principal amount than the holders desire to exchange,
such unaccepted, withdrawn or otherwise non-exchanged Old Notes will be returned
without expense to the tendering holder thereof (or, in the case of Old Notes
tendered by book-entry transfer into the exchange agent's account at DTC
pursuant to the book-entry transfer procedures described below, such Old Notes
will be credited to an account maintained with DTC) as promptly as practicable.

BOOK-ENTRY TRANSFER

     The exchange agent will make a request to establish an account with respect
to the Old Notes at DTC for purposes of the exchange offer within two business
days after the date of this prospectus, and any financial institution that is a
participant in DTC's systems may make book-entry delivery of Old Notes by
causing DTC to transfer such Old Notes into the exchange agent's account at DTC
in accordance with DTC's procedures for transfer. However, although delivery of
Old Notes may be effected through book-entry transfer at DTC, the letter of
transmittal or facsimile thereof, with any required signature guarantees and any
other required documents, or an agent's message in lieu of a letter of
transmittal, must, in any case, be transmitted to and received by the exchange
agent at the address set forth below under "-- Exchange Agent" on or prior to
the expiration date or pursuant to the guaranteed delivery procedures described
below.

GUARANTEED DELIVERY PROCEDURES

     If a holder of the Old Notes desires to tender such Old Notes and the Old
Notes are not immediately available or the holder cannot deliver its Old Notes
(or complete the procedures for book-entry transfer), the letter of transmittal
or any other required documents to the exchange agent prior to the expiration
date, a holder may effect a tender if:

     - the tender is made through an eligible institution;

     - prior to the expiration date, the exchange agent receives from such
       eligible institution (by facsimile transmission, mail or hand delivery) a
       properly completed and duly executed Notice of Guaranteed Delivery
       substantially in the form provided by us setting forth the name and
       address of the holder, the certificate number(s) of such Old Notes (if
       applicable) and the principal amount of Old Notes tendered, stating that
       the tender is being made thereby and
                                       34
<PAGE>   37

       guaranteeing that, within three New York Stock Exchange trading days
       after the expiration date:

        (i)  the letter of transmittal (or a facsimile thereof), or an agent's
             message in lieu thereof,

        (ii)  the certificate(s) representing the Old Notes in proper form for
              transfer or a book-entry confirmation, as the case may be, and

        (iii) any other documents required by the letter of transmittal,

      will be deposited by the eligible institution with the exchange agent; and

     - such properly executed letter of transmittal (or facsimile thereof), or
       an agent's message in lieu thereof, as well as the certificate(s)
       representing all tendered Old Notes in proper form for transfer or a
       book-entry confirmation, as the case may be, and all other documents
       required by the letter of transmittal, are received by the exchange agent
       within three New York Stock Exchange trading days after the expiration
       date.

     Upon request to the exchange agent, a form of Notice of Guaranteed Delivery
will be sent to holders who wish to tender their Old Notes according to the
guaranteed delivery procedures set forth above.

WITHDRAWAL OF TENDERS

     Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the expiration date.

     To withdraw a tender of Old Notes in the exchange offer, a written or
facsimile transmission notice of withdrawal must be received by the exchange
agent at its address set forth herein prior to the expiration date. Any such
notice of withdrawal must:

     - specify the name of the person having deposited the Old Notes to be
       withdrawn;

     - identify the Old Notes to be withdrawn (including the certificate number
       or numbers, if applicable, and principal amount of such Old Notes); and

     - be signed by the holder in the same manner as the original signature on
       the letter of transmittal by which such Old Notes were tendered
       (including any required signature guarantees).

     If Old Notes have been tendered pursuant to the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn Old Notes and
otherwise comply with the procedures of DTC. All questions as to the validity,
form and eligibility (including time of receipt) of such notices will be
determined by us, in our sole discretion, which determination shall be final and
binding on all parties.

     Any Old Notes so withdrawn will be deemed not to have been validly tendered
for purposes of the exchange offer, and no New Notes will be issued with respect
thereto, unless the Old Notes so withdrawn are validly re-tendered. Properly
withdrawn Old Notes may be re-tendered by following one of the procedures
described above under "-- Procedures for Tendering" at any time prior to the
expiration date.

TERMINATION OF CERTAIN RIGHTS

     All registration rights under the exchange and registration rights
agreement accorded to holders of the Old Notes (and all rights to receive
additional interest in the event of a Registration Default as defined therein)
will terminate upon consummation of the exchange offer. However, for a period of
up to 180 days after the expiration date of the exchange offer, we will keep the
registration statement effective and provide copies of the latest version of the
prospectus to any broker-dealer that requests copies of such prospectus in the
letter of transmittal for use in connection with any
                                       35
<PAGE>   38

resale by such broker-dealer of New Notes received for its own account pursuant
to the exchange offer in exchange for Old Notes acquired for its own account as
a result of market-making or other trading activities.

EXCHANGE AGENT

     U.S. Bank Trust National Association has been appointed as exchange agent
for the exchange offer. Questions and requests for assistance, requests for
additional copies of this prospectus or the letter of transmittal and requests
for a copy of the Notice of Guaranteed Delivery should be directed to the
exchange agent addressed as follows:

<TABLE>
<S>                                             <C>
By Mail or Hand/Overnight Delivery:             By Facsimile:
U.S. Bank Trust National Association            (651) 244-8884
180 East 5(th) Street                           Confirm by Telephone:
St. Paul, MN 55101                              (651) 244-1197
Attn.: Specialized Finance
</TABLE>

     U.S. Bank Trust National Association also serves as Registrar, Paying Agent
and Authenticating Agent under the indenture.

FEES AND EXPENSES

     The expenses of soliciting tenders will be borne by us. The principal
solicitation is being made by mail; however, additional solicitation may be made
by telegraph, facsimile transmission, telephone or in person by our officers and
regular employees or those of our affiliates.

     We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We, however, will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith.

     The expenses to be incurred in connection with the exchange offer,
including registration fees, fees and expenses of the exchange agent and the
Trustee, accounting and legal fees, and printing costs, will be paid by us.

     We will pay all transfer taxes, if any, applicable to the exchange of Old
Notes pursuant to the exchange offer. If, however, a transfer tax is imposed for
any reason other than the exchange of the Old Notes pursuant to the exchange
offer, then the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the letter of transmittal, the amount of such transfer taxes will
be billed directly to such tendering holder.

CONSEQUENCE OF FAILURE TO EXCHANGE

     Participation in the exchange offer is voluntary. Holders of the Old Notes
are urged to consult their financial and tax advisors in making their own
decisions on what action to take.

     Old Notes that are not exchanged for the New Notes pursuant to the exchange
offer will remain "restricted securities" within the meaning of Rule
144(a)(3)(iv) under the Securities Act. Accordingly, such Old Notes may not be
offered, sold, pledged or otherwise transferred except:

     - to a person whom the seller reasonably believes is a "qualified
       institutional buyer" within the meaning of Rule 144A purchasing for its
       own account or for the account of a qualified institutional buyer in a
       transaction meeting the requirements of Rule 144A;

     - in an offshore transaction complying with Rule 903 or Rule 904 of
       Regulation S under the Securities Act;

                                       36
<PAGE>   39

     - pursuant to an exemption from registration under the Securities Act
       provided by Rule 144 thereunder (if available)

     - pursuant to an effective registration statement under the Securities Act;
       or

     - pursuant to another available exemption from the registration
       requirements of the Securities Act, and, in each case, in accordance with
       all other applicable securities laws.

ACCOUNTING TREATMENT

     For accounting purposes, we will recognize no gain or loss as a result of
the exchange offer. The expenses of the exchange offer will be amortized over
the term of the New Notes.

                                       37
<PAGE>   40

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes acquired by the broker-dealer as a result of market-making or
other trading activities must acknowledge that it will deliver a prospectus in
connection with any resale of those New Notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a participating
broker-dealer in connection with resales of New Notes received in exchange for
such Old Notes. For a period of up to 180 days after the expiration date, we
will make this prospectus, as amended or supplemented, available to any such
broker-dealer that requests copies of this prospectus in the letter of
transmittal for use in connection with any such resale.

     We will not receive any proceeds from any sale of New Notes by
broker-dealers or any other persons. New Notes received by participating
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions or through the writing of options on the New Notes, or a
combination of these methods of resale, at market prices prevailing at the time
of resale or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such participating broker-dealer
that resells the New Notes that were received by it for its own account pursuant
to the exchange offer. Any broker or dealer that participates in a distribution
of New Notes may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of New Notes and any
commissions or concessions received by these persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                       38
<PAGE>   41

                CERTAIN UNITED STATES INCOME TAX CONSIDERATIONS

     The exchange of Old Notes for New Notes will not be treated as a taxable
transaction for U.S. Federal income tax purposes because the New Notes will not
be considered to differ materially in kind or in extent from the Old Notes.
Rather, the New Notes you receive should be treated as a continuation of your
investment in the Old Notes. As a result, there will be no material U.S. Federal
income tax consequences to you resulting from the exchange of Old Notes for New
Notes.

     YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES
ARISING UNDER STATE, LOCAL, OR FOREIGN LAWS OF THE EXCHANGE OF OLD NOTES FOR NEW
NOTES.

                           VALIDITY OF THE NEW NOTES

     The validity of the New Notes will be passed upon for the Company by Davis
Polk & Wardwell, New York, New York.

                                    EXPERTS

     The consolidated financial statements incorporated in this prospectus by
reference to V.F. Corporation's Annual Report on Form 10-K for the year ended
January 1, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                                       39
<PAGE>   42

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

     No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the Notes offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.

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

                               TABLE OF CONTENTS
                                   Prospectus

<TABLE>
<CAPTION>
                                       Page
                                       ----
<S>                                    <C>
Notice to Investors..................    1
Where You Can Find Additional
  Information........................    2
Summary..............................    3
V.F. Corporation.....................    5
No Cash Proceeds to the Company......    8
Capitalization of V.F. Corporation...    8
Selected Financial Information.......    9
Management's Discussion and Analysis
  of Operations and Financial
  Condition..........................   10
Cautionary Statement on Forward-
  Looking Statements.................   17
Description of the New Notes.........   18
The Exchange Offer...................   29
Plan of Distribution.................   38
Certain United States Income Tax
  Considerations.....................   39
Validity of the New Notes............   39
Experts..............................   39
</TABLE>

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

                                  $500,000,000

                             [VF CORPORATION LOGO]
                                V.F. CORPORATION
                          $300,000,000 8.10% New Notes
                                    due 2005

                          $200,000,000 8.50% New Notes
                                    due 2010
                            ------------------------

                                   PROSPECTUS

                            ------------------------
                                     , 2000
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE>   43

                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 1741 of the Pennsylvania Business Corporation Law, as amended (the
"BCL"), provides that a business corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Section 1742 of the BCL provides that, in
the case of actions by or in the right of the corporation, a corporation may
indemnify any such persons only against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action and only if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, provided that no such indemnification is permitted in respect to
any claim, issue, or matter as to which such person is adjudged liable for
negligence or misconduct in the performance of his duty to the corporation,
except to the extent that a court determines that indemnification is proper
under the circumstances. The BCL further provides under Section 1743 that, to
the extent that such person has been successful on the merits or otherwise in
defending any action (even one on behalf of the corporation), he is entitled to
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred in connection with such action.

     The indemnification provided for under the BCL is not exclusive of any
other rights of indemnification. Under Section 1746 of the BCL, a corporation
may maintain insurance on behalf of any of the persons referred to above against
liability asserted against any of them and incurred in or arising out of any
capacity referred to above, whether or not the corporation would have the power
to indemnify against such liabilities under the BCL. Section 518 of the
Pennsylvania Associations Code ("Section 518") provides that a Pennsylvania
corporation shall have the power, by action of the shareholders, directors, or
otherwise, to indemnify a person as to action in his official capacity and as to
action in another capacity while holding that office for any action taken or any
failure to take any action, whether or not the corporation would have the power
to indemnify the person under any other provision of law (including Section 1741
and 1742 of the BCL), except as provided in Section 518, and whether or not the
indemnified liability arises or arose from any threatened, pending, or completed
action by or in the right of the corporation. Indemnification is not authorized
pursuant to Section 518 in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

     In addition to the power to advance expenses under the BCL, Section 518
provides that expenses incurred by an officer, director, employee, or agent in
defending a civil or criminal action, suit, or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation. Section 518 permits a business corporation
to create a fund, under the control of a trustee or otherwise, to secure or
insure in any manner its indemnification obligations whether arising under or
pursuant to Section 518 or otherwise.

                                      II-1
<PAGE>   44

     The registrant's By-Laws provide that any person made a party to any
lawsuit by reason of being a director or officer of the registrant may be
indemnified by the registrant, to the fullest extent permitted by Pennsylvania
law, against the reasonable expenses, including attorneys' fees, incurred by the
director or officer in connection with the defense of such lawsuit. The By-Laws
further provide that a director of the registrant shall not be personally liable
for monetary damages arising from any action taken or any failure to act by the
director unless (a) the director has breached or failed to perform the duties of
a director under Section 512 of the Pennsylvania Associations Code or as such
law may be amended from time to time and (b) the breach of duty constituted
self-dealing, willful misconduct, or recklessness. The limitation on a
director's personal liability for monetary damages does not apply to a
director's criminal liability or liability for taxes.

     The registrant maintains directors' and officers' liability insurance for
expenses for which indemnification is permitted by the BCL and Section 518.
These insurance policies insure the registrant against amounts which it may
become obligated to pay as indemnification to directors and officers and insures
its directors and officers against losses (except fines, penalties, and other
matters uninsurable under law) arising from any claim made against them on
account of any alleged "wrongful act" in their official capacity. A wrongful act
is defined as "any breach of any duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by the directors
and officers or . . . so alleged by any claimant on any matter claimed against
them solely by reason of their being such directors or officers," subject to
certain exclusions. Directors and officers are also insured against losses
(except fines, penalties, and other matters uninsurable under law) arising out
of the insured's breach of fiduciary duty, subject to certain exclusions.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     (a)

<TABLE>
        <C>    <S>
         1.1   Purchase Agreement, dated September 22, 2000, between V.F.
               Corporation and Goldman, Sachs & Co., Salomon Smith Barney
               Inc., Banc of America Securities LLC and First Union
               Securities, Inc., as initial purchasers.
         4.1   Indenture, dated as of September 29, 2000, between V.F.
               Corporation, as Issuer, and United States Trust Company of
               New York, as Trustee.
         4.2   Form of New Note due 2005 (included in Exhibit 4.1).
         4.2   Form of New Note due 2010 (included in Exhibit 4.1).
         4.3   Exchange and Registration Rights Agreement, dated as of
               September 29, 2000, between V.F. Corporation and Goldman,
               Sachs & Co., Salomon Smith Barney Inc., Banc of America
               Securities LLC and First Union Securities, Inc.
         5.1   Opinion of Davis Polk & Wardwell regarding the validity of
               the New Notes.
        12.1   Computation of Ratio of Earnings to Fixed Charges and Ratio
               of Earnings to Combined Fixed Charges and Preferred Stock
               Dividends.
        23.1   Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
        23.2   Consent of PricewaterhouseCoopers LLP.
        24.1   Power of Attorney (included on the signature pages of this
               registration statement).
        25.1   Statement of Eligibility under the Trust Indenture Act of
               1939 on Form T-1 of United States Trust Company of New York,
               as Trustee.
        99.1   Form of Letter of Transmittal.
        99.2   Form of Notice of Guaranteed Delivery.
        99.3   Form of Letter to Clients.
</TABLE>

                                      II-2
<PAGE>   45
<TABLE>
        <C>    <S>
        99.4   Form of Letter to Nominees.
        99.5   Form of Instruction to Registered Holder and/or Book-Entry
               Transfer
               Participant from Owner.
        99.6   Form of Exchange Agent Agreement.
</TABLE>

     (b) Not Applicable.

     (c) Not Applicable.

ITEM 22.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes as follows:

          (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;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this registration statement (or the most recent
        post-effective amendment thereof) which, individually or in 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 (1)(i) and (1)(ii) above do not apply if
     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 15(d) of the Exchange Act that are incorporated
     by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, 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.

          (4) That, for purposes of determining any liability under the
     Securities Act, each filing of the registrant's annual report pursuant to
     Section 13(a) or 15(d) of the Exchange Act 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.

          (5) Insofar as indemnification for liabilities arising under the
     Securities Act 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
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than payment by
     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 the
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      II-3
<PAGE>   46

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greensboro, State of
North Carolina, on this 28th day of November, 2000.

                                          V.F. CORPORATION

                                          By:  /s/ ROBERT K. SHEARER
                                             -----------------------------------
                                             Robert K. Shearer
                                             Vice President -- Finance
                                             and Chief Financial Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below on this registration statement
hereby constitutes and appoints each of Candace S. Cummings and Robert K.
Shearer with full power to act without the other, his/her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
and for him/her and in his/her name, place and stead, in any and all capacities
(unless revoked in writing) to sign any and all amendments (including
post-effective amendments thereto) to this registration statement to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he/she
might or could do in person, hereby notifying and confirming all that such
attorney-in-fact and agent or his/her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     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 the dates indicated.

<TABLE>
<CAPTION>
                     SIGNATURE                                  TITLE                    DATE
                     ---------                                  -----                    ----
<S>                                                  <C>                          <C>
/s/ MACKEY J. MCDONALD                                 Chairman of the Board,       November 28, 2000
- ---------------------------------------------------       President and Chief
      Mackey J. McDonald                                   Executive Officer

/s/ ROBERT K. SHEARER                                 Vice President -- Finance     November 28, 2000
- ---------------------------------------------------       and Chief Financial
      Robert K. Shearer                                         Officer

/s/ PETER E. KEENE                                              Vice                November 28, 2000
- ---------------------------------------------------     President -- Controller
      Peter E. Keene                                     and Chief Accounting
                                                                Officer

/s/ ERSKINE B. BOWLES                                         Director              November 28, 2000
- ---------------------------------------------------
      Erskine B. Bowles

/s/ EDWARD E. CRUTCHFIELD                                     Director              November 28, 2000
- ---------------------------------------------------
      Edward E. Crutchfield
</TABLE>

                                      II-4
<PAGE>   47

<TABLE>
<CAPTION>
                     SIGNATURE                                  TITLE                    DATE
                     ---------                                  -----                    ----
<S>                                                  <C>                          <C>
/s/ BARBARA S. FEIGIN                                         Director              November 28, 2000
- ---------------------------------------------------
      Barbara S. Feigin

/s/ DANIEL R. HESSE                                           Director               November 7, 2000
- ---------------------------------------------------
      Daniel R. Hesse

/s/ W. ALAN MCCOLLOUGH                                        Director              November 28, 2000
- ---------------------------------------------------
      W. Alan McCollough

/s/ ROBERT D. BUZZELL                                         Director               November 4, 2000
- ---------------------------------------------------
      Robert D. Buzzell

/s/ URSULA FAIRBAIRN                                          Director               November 6, 2000
- ---------------------------------------------------
      Ursula Fairbairn

/s/ GEORGE FELLOWS                                            Director              November 28, 2000
- ---------------------------------------------------
      George Fellows

/s/ ROBERT J. HURST                                           Director               November 6, 2000
- ---------------------------------------------------
      Robert J. Hurst

/s/ M. RUST SHARP                                             Director              November 28, 2000
- ---------------------------------------------------
      M. Rust Sharp
</TABLE>

                                      II-5
<PAGE>   48

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
<C>           <S>
    1.1       Purchase Agreement, dated September 22, 2000, between V.F.
              Corporation and Goldman, Sachs & Co., Salomon Smith Barney,
              Inc., Banc of America Securities LLC and First Union
              Securities, Inc., as initial purchasers.
    4.1       Indenture, dated as of September 29, 2000, between V.F.
              Corporation, as Issuer, and United States Trust Company of
              New York, as Trustee.
    4.2       Form of New Note due 2005 (included in Exhibit 4.1).
    4.2       Form of New Note due 2010 (included in Exhibit 4.1).
    4.3       Exchange and Registration Rights Agreement, dated as of
              September 29, 2000, between V.F. Corporation and Goldman,
              Sachs & Co., Salomon Smith Barney, Inc., Banc of America
              Securities LLC and First Union Securities, Inc.
    5.1       Opinion of Davis Polk & Wardwell regarding the validity of
              the New Notes.
   12.1       Computation of Ratio of Earnings to Fixed Charges and Ratio
              of Earnings to Combined Fixed Charges and Preferred Stock
              Dividends.
   23.1       Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
   23.2       Consent of PricewaterhouseCoopers LLP.
   24.1       Power of Attorney (included on the signature pages of this
              registration statement).
   25.1       Statement of Eligibility under the Trust Indenture Act of
              1939 on Form T-1 of United States Trust Company of New York,
              as Trustee.
   99.1       Form of Letter of Transmittal.
   99.2       Form of Notice of Guaranteed Delivery.
   99.3       Form of Letter to Clients.
   99.4       Form of Letter to Nominees.
   99.5       Form of Instruction to Registered Holder and/or Book-Entry
              Transfer Participant from Owner.
   99.6       Form of Exchange Agent Agreement.
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>w41166ex1-1.txt
<DESCRIPTION>PURCHASE AGRMNT. DATED 9/22/00
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 1.1


                                V.F. Corporation

                        $300,000,000 8.10% Notes due 2005
                        $200,000,000 8.50% Notes due 2010

                               Purchase Agreement

                                                              September 22, 2000


Goldman, Sachs & Co.,
Salomon Smith Barney Inc.
As representatives of the several Purchasers
named in Schedule 1 hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:


         V.F. Corporation, a Pennsylvania corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of
$500,000,000 principal amount of the Notes specified above (the "Securities").

         1. The Company represents and warrants to, and agrees with, each of the
Purchasers that:

         (a) A preliminary offering circular, dated September 14, 2000 (the
"Preliminary Offering Circular") and an offering circular, dated September 22,
2000 (the "Offering Circular"), in each case including the international
supplement thereto, and the Company's consolidated financial statements, with
accompanying notes for the fiscal year ended January 1, 2000 and Quarterly
Report on Form 10-Q for the quarter ended July 1, 2000, which are attached to
and made a part of the Preliminary Offering Circular and the Offering Circular
have been prepared in connection with the offering of the Securities. Any
reference to the Preliminary Offering Circular or the Offering Circular shall be
deemed to refer to and include the Company's most recent Annual Report on Form
10-K and all subsequent documents filed with the United States Securities and
Exchange Commission (the "Commission") pursuant to Section 13(a), 13(c) or 15(d)
of the United States Securities Exchange Act of 1934, as amended (the "Exchange
Act") on or prior to the date of the Preliminary Offering Circular or the
Offering Circular, as the case may be, and any reference to the Preliminary
Offering Circular or the Offering Circular, as the case may be, as amended or
supplemented, as of any specified date, shall be deemed to include (i) any
documents filed with the Commission pursuant to


                                       1
<PAGE>   2
Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of the
Preliminary Offering Circular or the Offering Circular, as the case may be, and
prior to such specified date and (ii) any Additional Issuer Information (as
defined in Section 5(f)) furnished by the Company prior to the completion of the
distribution of the Securities; and all documents filed under the Exchange Act
and so deemed to be included in the Preliminary Offering Circular or the
Offering Circular, as the case may be, or any amendment or supplement thereto
are hereinafter called the "Exchange Act Reports". The Exchange Act Reports,
when they were or are filed with the Commission, conformed or will conform in
all material respects to the applicable requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder. The Preliminary
Offering Circular or the Offering Circular and any amendments or supplements
thereto and the Exchange Act Reports did not and will not, as of their
respective dates, contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by a Purchaser through Goldman, Sachs & Co. expressly
for use therein;

         (b) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included in the Offering
Circular any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Offering Circular; and, since the
respective dates as of which information is given in the Offering Circular,
there has not been any change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, shareholders' equity or results
of operations of the Company and its subsidiaries, otherwise than as set forth
or contemplated in the Offering Circular;

         (c) The Company is a corporation duly incorporated and is validly
subsisting as a corporation in good standing under the laws of Pennsylvania,
with power and authority to own its properties and conduct its business as
described in the Offering Circular, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, or is subject to no
material liability or disability by reason of the failure to be so qualified in
any such jurisdiction; and each material subsidiary of the Company has been duly
organized and is validly existing as a corporation, partnership or limited
liability company, as the case may be, in good standing under the laws of its
jurisdiction of incorporation of formation;

         (d) The Company has an authorized capitalization as set forth in the
Offering Circular, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
non-assessable; and all of the


                                       2
<PAGE>   3
issued shares of capital stock, partnership interests and limited liability
company interests, as the case may be, of each subsidiary of the Company have
been duly and validly authorized and issued, are fully paid and non-assessable
(where applicable) and (except for directors' qualifying shares and except as
set forth in the Offering Circular) are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, equities or claims;

         (e) The Securities have been duly authorized and, when issued and
delivered pursuant to this Agreement, will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
indenture to be dated as of September 29, 2000, (the "Indenture") between the
Company and United States Trust Company of New York, as Trustee (the "Trustee"),
under which they are to be issued, and will be substantially in the form
previously delivered to you; the Indenture has been duly authorized and, when
executed and delivered by the Company and the Trustee, the Indenture will
constitute a valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
fraudulent conveyance, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles; and
the Securities and the Indenture will conform to the descriptions thereof in the
Offering Circular and will be in substantially the form previously delivered to
you;

         (f) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture and this
Agreement and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, nor will such action result in
any violation of the provisions of the Articles of Incorporation or By-laws of
the Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Securities or the consummation by the
Company of the transactions contemplated by this Agreement or, the Indenture,
except such as may be required under federal securities law and state securities
laws in the connection with the actions described in Section 5(g) hereof, and
except for such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the
Purchasers;

         (g) Other than as set forth in the Offering Circular, there are no
legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of its
subsidiaries is the subject which would, individually or in the aggregate, be
reasonably likely to have a material adverse effect on the consolidated
financial position, shareholders' equity or results of


                                       3
<PAGE>   4
operations of the Company and its subsidiaries; and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;

         (h) When the Securities are issued and delivered pursuant to this
Agreement, the Securities will not be of the same class (within the meaning of
Rule 144A under the Securities Act) as securities which are listed on a national
securities exchange registered under Section 6 of the Exchange Act or quoted in
a U.S. automated inter-dealer quotation system;

         (i) The Company is subject to Section 13 or 15(d) of the Exchange Act;

         (j) Neither the Company, nor any person acting on its or their behalf
has offered or sold the Securities by means of any general solicitation or
general advertising within the meaning of Rule 502(c) under the Act or, with
respect to Securities sold outside the United States to non-U.S. persons (as
defined in Rule 902 under the Act), by means of any directed selling efforts
within the meaning of Rule 902 under the Securities Act and the Company, any
affiliate of the Company and any person acting on its or their behalf has
complied with and will implement the "offering restriction" within the meaning
of such Rule 902;

         (k) Within the preceding six months, neither the Company nor any other
person acting on behalf of the Company has offered or sold to any person any
Securities, or any securities of the same or a similar class as the Securities,
other than Securities offered or sold to the Purchasers hereunder. The Company
will take reasonable precautions designed to insure that any offer or sale,
direct or indirect, in the United States or to any U.S. person (as defined in
Rule 902 under the Act) of any Securities or any substantially similar security
issued by the Company, within six months subsequent to the date on which the
distribution of the Securities has been completed (as notified to the Company by
Goldman, Sachs & Co.), is made under restrictions and other circumstances
reasonably designed not to affect the status of the offer and sale of the
Securities in the United States and to U.S. persons contemplated by this
Agreement as transactions exempt from the registration provisions of the
Securities Act;

         (l) To the best of the Company's knowledge, after reasonable inquiry,
PricewaterhouseCoopers, who have certified certain financial statements of the
Company and its subsidiaries, are independent public accountants as required by
the Act and the rules and regulations of the Commission thereunder.

         2. Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to each of the Purchasers, and each of the Purchasers
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of 99.213% of the principal amount thereof for the notes due 2005, and
98.773% of the principal amount thereof for the notes due 2010, in each case,
plus accrued interest, if any, from September 29, 2000 to the Time of Delivery
hereunder, the principal amount of Securities set forth opposite the name of
such Purchaser in Schedule I hereto.



                                       4
<PAGE>   5
         3. Upon the authorization by you of the release of the Securities, the
several Purchasers propose to offer the Securities for sale upon the terms and
conditions set forth in this Agreement and the Offering Circular and each
Purchaser hereby represents and warrants to, and agrees with the Company that:

         (a) It will offer and sell the Securities only: (i) to persons who it
reasonably believes are "qualified institutional buyers" ("QIBs") within the
meaning of Rule 144A under the Act in transactions meeting the requirements of
Rule 144A and (ii) upon the terms and conditions set forth in Annex I to this
Agreement; and

         (b) It will not offer or sell the Securities by any form of general
solicitation or general advertising, including but not limited to the methods
described in Rule 502(c) under the Act.

         4. (a) The Securities to be purchased by each Purchaser hereunder will
be represented by one or more definitive global Securities in book-entry form
which will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver the
Securities to Goldman, Sachs & Co., for the account of each Purchaser, against
payment by or on behalf of such Purchaser of the purchase price therefor by wire
transfer, payable to the order of the Company in Federal (same day) funds, by
causing DTC to credit the Securities to the account of Goldman, Sachs & Co. at
DTC. The Company will cause the certificates representing the Securities to be
made available to Goldman, Sachs & Co. for checking at least twenty-four hours
prior to the Time of Delivery (as defined below) at the office of DTC or its
designated custodian (the "Designated Office"). The time and date of such
delivery and payment shall be 9:30 a.m., New York City time, on September 29,
2000 or such other time and date as Goldman, Sachs & Co. and the Company may
agree upon in writing. Such time and date are herein called the "Time of
Delivery".

         (b) The documents to be delivered at the Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Securities and any additional documents requested by the
Purchasers pursuant to Section 7(h) hereof, will be delivered at such time and
date at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York
10004 (the "Closing Location"), and the Securities will be delivered at the
Designated Office, all at the Time of Delivery. A meeting will be held at the
Closing Location at 4:00 p.m., New York City time, on the New York Business Day
next preceding the Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.



                                       5
<PAGE>   6
         5. The Company agrees with each of the Purchasers:

         (a) To prepare the Offering Circular in a form approved by you; to make
no amendment or any supplement to the Offering Circular which shall be
reasonably disapproved by you promptly after reasonable notice thereof.

         (b) Promptly from time to time to take such action as you may
reasonably request to qualify the Securities for offering and sale under the
securities laws of such jurisdictions as you may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Securities, provided that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;

         (c) To furnish the Purchasers with copies of the Offering Circular and
each amendment or supplement thereto signed by an authorized officer of the
Company with the independent accountants' report(s) in the Offering Circular,
and any amendment or supplement containing amendments to the financial
statements covered by such report(s), signed by the accountants, and additional
copies thereof, in such quantities as you may from time to time reasonably
request, and if, at any time prior the earlier of (i) the expiration of nine
months after the date of the Offering Circular, and (ii) the completion of the
resale of the Securities by the Purchasers, any event shall have occurred as a
result of which the Offering Circular as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Offering Circular is
delivered, not misleading, or, if for any other reason it shall be necessary or
desirable during such same period to amend or supplement the Offering Circular,
to notify you and upon your request to prepare and furnish without charge to
each Purchaser and to any dealer in securities as many copies as you may from
time to time reasonably request of an amended Offering Circular or a supplement
to the Offering Circular which will correct such statement or omission or effect
such compliance;

         (d) Not to sell, offer for sale or solicit offers to buy, or otherwise
dispose of, any security (as defined in the Securities Act) which would be
integrated with the sale of the Securities in a manner which would require the
registration under the Securities Act of the Securities;

         (e) At any time when the Company is not subject to Section 13 or 15(d)
of the Exchange Act, for the benefit of holders from time to time of Securities,
to furnish at its expense, upon request, to holders of Securities and
prospective purchasers of securities information (the "Additional Issuer
Information") satisfying the requirements of subsection (d)(4)(i) of Rule 144A
under the Act;

         (f) During the period of two years after the Time of Delivery, the
Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144 under the Securities


                                       6
<PAGE>   7
Act) to, resell any of the Securities which constitute "restricted securities"
under Rule 144 that have been reacquired by any of them;

         (g) The Company shall file on or prior to 90 days after the Time of
Delivery, and use its reasonable best efforts to cause to be declared or become
effective under the Securities Act, a registration statement on Form S-4
providing for the registration of (i) another series of debt securities of the
Company, with terms identical to the Securities (the "Exchange Securities"), and
the exchange of the Securities for the Exchange Securities, all in a manner
which will permit persons who acquire the Exchange Securities to resell the
Exchange Securities pursuant to Section 4(1) of the Securities Act; and

         (h) To use the net proceeds received by it from the sale of the
Securities pursuant to this Agreement in the manner specified in the Offering
Circular under the caption "Use of Proceeds".

         6. The Company covenants and agrees with the several Purchasers that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the issuance of the Securities and all other expenses in
connection with the preparation and, printing of the Preliminary Offering
Circular and the Offering Circular and any amendments and supplements thereto
and the mailing and delivering of copies thereof to the Purchasers and dealers;
(ii) the cost of printing or producing any Agreement among Purchasers, this
Agreement, the Indenture, the Blue Sky and Legal Investment Memoranda, closing
documents (including any compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Purchasers in
connection with such qualification and in connection with the Blue Sky and legal
investment surveys; (iv) any fees charged by securities rating services for
rating the Securities; (v) the cost of preparing the Securities; (vi) the fees
and expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture and
the Securities; and (vii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Purchasers will pay
all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

         7. The obligations of the Purchasers hereunder shall be subject, in
their discretion, to the condition that all representations and warranties and
other statements of the Company herein are, at and as of the Time of Delivery,
true and correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:



                                       7
<PAGE>   8
         (a) Sullivan & Cromwell, counsel for the Purchasers, shall have
furnished to you such opinion or opinions, dated the Time of Delivery, in such
form that is satisfactory to you and such counsel shall have received such
papers and information as they may reasonably request to enable them to pass
upon such matters;

         (b) Candace S. Cummings, counsel for the Company, shall have furnished
to you her written opinion, dated the Time of Delivery, substantially in the
form attached as Annex A hereto;

         (c) Davis Polk & Wardwell, counsel to the Company, shall have furnished
to you their written opinion dated the Time of Delivery, substantially in the
form attached as Annex B hereto;

         (d) On the date of the Offering Circular prior to the execution of this
Agreement and also at the Time of Delivery, PricewaterhouseCoopers LLP shall
have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, to the effect set
forth in Annex II hereto;

         (e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included in
the Offering Circular any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Offering Circular, and (ii) since the
respective dates as of which information is given in the Offering Circular there
shall not have been any change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs, management, financial
position, shareholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Offering
Circular, the effect of which, in any such case described in clause (i) or (ii),
is in the judgment of the Purchasers so material and adverse as to make it
impracticable or inadvisable to proceed with the offering or the delivery of the
Securities on the terms and in the manner contemplated in this Agreement and in
the Offering Circular;

         (f) On or after the date hereof (i) no downgrading shall have occurred
in the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization", as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities;

         (g) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a general moratorium on
commercial banking activities declared by either Federal or New York State
authorities; or (iii) the outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national emergency or
war, if the effect of any such event specified in this


                                       8
<PAGE>   9
clause (iii) in the judgment of the Purchasers makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the Offering Circular;

         (h) The Company shall have furnished or caused to be furnished to you
at the Time of Delivery certificates of officers of the Company satisfactory to
you as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the Company
of all of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsection (e) of this Section and as
to such other matters as you may reasonably request.

         8. (a) The Company will indemnify and hold harmless each Purchaser
against any losses, claims, damages or liabilities, joint or several, to which
such Purchaser may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Offering Circular or the Offering
Circular, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact necessary
to make the statements therein not misleading, and will reimburse each Purchaser
for any legal or other expenses reasonably incurred by such Purchaser in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Preliminary Offering Circular or the
Offering Circular or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Purchaser
through Goldman, Sachs & Co. expressly for use therein.

         (b) Each Purchaser will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
preliminary Offering Circular or the Offering Circular, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Offering Circular or the Offering Circular
or any such amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by such Purchaser through Goldman,
Sachs & Co. expressly for use therein; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.



                                       9
<PAGE>   10
         (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.

         (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Purchasers on
the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Purchasers on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Purchasers on the other shall be deemed to be in
the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Purchasers, in each case as set forth
in the Offering Circular. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue


                                       10
<PAGE>   11
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
the Purchasers on the other and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the Purchasers agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Purchasers were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Purchaser shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to investors were offered to investors exceeds the amount of any
damages which such Purchaser has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. The
Purchasers' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

         (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Purchaser within the meaning of the Act; and the obligations of the Purchasers
under this Section 8 shall be in addition to any liability which the respective
Purchasers may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.

         9. (a) If any Purchaser shall default in its obligation to purchase the
Securities which it has agreed to purchase hereunder, you may in your discretion
arrange for you or another party or other parties to purchase such Securities on
the terms contained herein. If within thirty-six hours after such default by any
Purchaser you do not arrange for the purchase of such Securities, then the
Company shall be entitled to a further period of thirty-six hours within which
to procure another party or other parties satisfactory to you to purchase such
Securities on such terms. In the event that, within the respective prescribed
periods, you notify the Company that you have so arranged for the purchase of
such Securities, or the Company notifies you that it has so arranged for the
purchase of such Securities, you or the Company shall have the right to postpone
the Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Offering Circular,
or in any other documents or arrangements, and the Company agrees to prepare
promptly any amendments to the Offering Circular which in your opinion may
thereby be made necessary. The term "Purchaser" as used in this Agreement shall
include any person substituted under this Section with like effect as if such
person had originally been a party to this Agreement with respect to such
Securities.



                                       11
<PAGE>   12
         (b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Purchaser or Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of all the Securities, then the Company shall have
the right to require each non-defaulting Purchaser to purchase the principal
amount of Securities which such Purchaser agreed to purchase hereunder and, in
addition, to require each non-defaulting Purchaser to purchase its pro rata
share (based on the principal amount of Securities which such Purchaser agreed
to purchase hereunder) of the Securities of such defaulting Purchaser or
Purchasers for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Purchaser from liability for its default.

         (c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Purchaser or Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount
of all the Securities, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Purchasers to purchase
Securities of a defaulting Purchaser or Purchasers, then this Agreement shall
thereupon terminate, without liability on the part of any non-defaulting
Purchaser or the Company, except for the expenses to be borne by the Company and
the Purchasers as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Purchaser from liability for its default.

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Purchasers, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Purchaser or any controlling person of any Purchaser, or the Company, or
any officer or director or controlling person of the Company, and shall survive
delivery of and payment for the Securities.

         11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company shall not then be under any liability to any Purchaser except as
provided in Sections 6 and 8 hereof; but, if for any other reason, the
Securities are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Purchasers through you for all out-of-pocket
expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Purchasers in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be
under no further liability to any Purchaser except as provided in Sections 6 and
8 hereof.

         12. In all dealings hereunder, you shall act on behalf of each of the
Purchasers, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Purchaser made or given
by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.



                                       12
<PAGE>   13
         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Purchasers shall be delivered or sent by mail or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 32 Old Slip, 21st Floor, New York, New York 10005, Attention: Registration
Department; and if to the Company shall be delivered or sent by mail or
facsimile transmission to the address of the Company set forth in the Offering
Circular, Attention: Secretary (facsimile number: (336) 547-7630); provided,
however, that any notice to a Purchaser pursuant to Section 8(c) hereof shall be
delivered or sent by mail or facsimile transmission to such Purchaser at its
address set forth in its Purchasers' Questionnaire, which address will be
supplied to the Company by you upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.

         13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Purchasers, the Company and, to the extent provided in Sections
8 and 10 hereof, the officers and directors of the Company and each person who
controls the Company or any Purchaser, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Purchaser shall be deemed a successor or assign by reason
merely of such purchase.

         14. Time shall be of the essence of this Agreement.

         15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

         16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.





                                       13
<PAGE>   14
         If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.


                                       Very truly yours,


                                       V.F. Corporation

                                       By: /s/ Mackey J. McDonald
                                          -------------------------------------
                                          Name:  Mackey J. McDonald
                                          Title: Chairman, President and Chief
                                                 Executive Officer


                                       By: /s/ Frank C. Pickard III
                                          -------------------------------------
                                          Name:  Frank C. Pickard III
                                          Title: Vice President - Treasurer

Accepted as of the date hereof:
Goldman, Sachs & Co.
Salomon Smith Barney Inc.



By: /s/ Goldman, Sachs & Co.
   -----------------------------
    (Goldman, Sachs & Co.)





                                       14
<PAGE>   15
                                   SCHEDULE I

<TABLE>
<CAPTION>
                                                 Principal           Principal
                                                 Amount of           Amount of
                                               Notes due 2005      Notes Due 2010
                                                   to be               To be
              Purchaser                          Purchased           Purchased
              ---------                          ---------           ---------
<S>                                            <C>                 <C>
Goldman, Sachs & Co. ...................        $135,000,000        $ 90,000,000
Salomon Smith Barney Inc. ..............         105,000,000          70,000,000
Bank of America Securities LLC .........          30,000,000          20,000,000
First Union Securities, Inc. ...........          30,000,000          20,000,000
                                                ------------        ------------
          TOTAL ........................        $300,000,000        $200,000,000
                                                ============        ============
</TABLE>





                                       15
<PAGE>   16
                                                                         ANNEX I


         (1) The Securities have not been and will not be registered under the
Act and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S under
the Act or pursuant to an exemption from the registration requirements of the
Act. Each Purchaser represents that it has offered and sold the Securities, and
will offer and sell the Securities (i) as part of their distribution at any time
and (ii) otherwise until 40 days after the later of the commencement of the
offering and the Time of Delivery, only in accordance with Rule 903 of
Regulation S or Rule 144A under the Act. Accordingly, each Purchaser agrees that
neither it, its affiliates nor any persons acting on its or their behalf has
engaged or will engage in any directed selling efforts with respect to the
Securities, and it and they have complied and will comply with the offering
restrictions requirement of Regulation S. Each Purchaser agrees that, at or
prior to confirmation of sale of Securities (other than a sale pursuant to Rule
144A), it will have sent to each distributor, dealer or person receiving a
selling concession, fee or other remuneration that purchases Securities from it
during the restricted period a confirmation or notice to substantially the
following effect:

                  "The Securities covered hereby have not been registered under
         the U.S. Securities Act of 1933 (the "Securities Act") and may not be
         offered and sold within the United States or to, or for the account or
         benefit of, U.S. persons (i) as part of their distribution at any time
         or (ii) otherwise until 40 days after the later of the commencement of
         the offering and the closing date, except in either case in accordance
         with Regulation S (or Rule 144A if available) under the Securities Act.
         Terms used above have the meaning given to them by Regulation S."


Terms used in this paragraph have the meanings given to them by Regulation S.


          (2) Each Purchaser further represents and agrees that (i) it has not
offered or sold and prior to the date six months after the date of issue of the
Securities will not offer or sell any Securities to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995, (b) it
has complied, and will comply, with all applicable provisions of the U.K.
Financial Services Act of 1986 with respect to anything done by it in relation
to the Securities in, from or otherwise involving the United Kingdom, and (c) it
has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issuance of the
Securities to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
of Great Britain or is a person to whom the document may otherwise lawfully be
issued or passed on.


         (3) Each Purchaser agrees that it will not offer, sell or deliver any
of the Securities in any jurisdiction outside the United States except under
circumstances that will result in compliance with the applicable laws thereof,
and that it will take at its own


                                       16
<PAGE>   17
expense whatever action is required to permit its purchase and resale of the
Securities in such jurisdictions. Each Purchaser understands that no action has
been taken to permit a public offering in any jurisdiction outside the United
States where action would be required for such purpose. Each Purchaser agrees
not to cause any advertisement of the Securities to be published in any
newspaper or periodical or posted in any public place and not to issue any
circular relating to the Securities, except in any such case with the Company's
and Goldman, Sachs & Co.'s express written consent and then only at its own risk
and expense.







                                       17
<PAGE>   18
                                                                        ANNEX II

         Pursuant to Section 7(d) of the Purchase Agreement, the accountants
shall furnish letters to the Purchasers to the effect that:

   (i) They are independent certified public accountants within the meaning of
the Act and the applicable rules and regulations thereunder adopted by the SEC;

   (ii) In their opinion, the consolidated financial statements of the Company
and its subsidiaries audited by them and included in the Offering Circular
comply as to form in all material respects with the applicable accounting
requirements of the Act and the related rules and regulations adopted by the
SEC;

   (iii) On the basis of procedures (but not an audit in accordance with
generally accepted auditing standards) consisting of:

   a) Reading the minutes of meetings of the stockholders and the Board of
Directors of the Company and its consolidated subsidiaries since January 1, 2000
as set forth in the minute books through a specified date not more than five
business days prior to the date of delivery of such letter;

   b) Performing the procedures specified by the American Institute of Certified
Public Accountants for a review of interim financial information as described in
SAS 71, Interim Financial Information, on the unaudited condensed interim
financial statements of the Company and its consolidated subsidiaries included
in the Offering Circular and reading the unaudited interim financial data for
the period from the date of the latest balance sheet included in the Offering
Circular to the date of the latest available interim financial data; and

   c) Making inquiries of certain officials of the Company who have
responsibility for financial and accounting matters regarding the specific items
for which representations are requested below;

nothing has come to their attention as a result of the foregoing procedures that
caused them to believe that:

   (1) the unaudited condensed interim financial statements, included in the
Offering Circular, do not comply as to form in all material respects with the
applicable accounting requirements of the Act and the related rules and
regulations adopted by the SEC;

   (2) any material modifications should be made to the unaudited condensed
interim financial statements, included in the Offering Circular, for them to be
in conformity with generally accepted accounting principles;

   (3) (i) at the date of the latest available interim financial data and at a
specified date not more than five business days prior to the date of delivery of
such letter, there was any change in the capital stock, increase in long-term
debt or any decreases in


                                       18
<PAGE>   19
consolidated net current assets (working capital) or shareholders' equity of the
Company and subsidiaries consolidated as compared with amounts shown in the
latest balance sheet included in the Offering Circular or (ii) for the period
from the date of the latest income statement included in the Offering Circular
to the date of the latest available financial data and for the period from the
date of the latest income statement included in the Offering Circular to a
specified date not more than five business days prior to delivery of such
letter, there were any decreases, as compared with the corresponding period in
the preceding year, in consolidated net sales or in the total or per-share
amounts of net income, except in all instances for changes, increases or
decreases which the Offering Circular discloses have occurred or may occur, or
they shall state any specific changes, increases or decreases.

   (iv) The letter shall also state that they have:

   (a) Read the dollar amounts, percentages, and other financial information as
determined by the Purchasers and agreed such dollar amounts, percentages, and
information, respectively, to appropriate accounts in the Company's accounting
records subject to controls over financial reporting and to schedules prepared
by the Company therefrom;

   (b) Read the dollar and per share amounts listed under "Selected Financial
Data" and agreed such amounts to audited financial statements.



                                       19
<PAGE>   20
                                                                         ANNEX A

                     Form of Opinion of Candace S. Cummings




                                                              September __, 2000


Goldman, Sachs & Co.
Salomon Smith Barney Inc.
As representatives of the several Purchasers
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004



Dear Sirs:

         I have acted as counsel to V.F. Corporation, a Pennsylvania corporation
(the "Company"), in connection with (i) the issue and sale to you as Purchasers
pursuant to the Purchase Agreement dated September __, 2000 (the "Purchase
Agreement") of $_______________ aggregate principal amount of the Company's __%
Notes due _______ and $_____________ aggregate principal amount of the Company's
__% Notes due ____ (the "Notes") to be issued pursuant to the Indenture dated as
of September __, 2000 between the Company and United States Trust Company of New
York, as Trustee (the "Trustee"), and (ii) the Exchange and Registration Rights
Agreement dated as of September __ between the Company and the Purchasers (the
"Exchange and Registration Rights Agreement"). Capitalized terms used herein
unless otherwise defined shall have the meanings specified in the Purchase
Agreement.

         I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such corporate records, certificates of public officials
and other documents and instruments as I have deemed necessary or advisable for
the purpose of rendering this opinion.

         For the purposes of this opinion, the Company's Offering Circular dated
September __, 2000 including the documents incorporated by reference therein
(the "Incorporated Documents") relating to the Notes, is hereinafter referred to
as the "Offering Circular", and such term shall include the Incorporated
Documents.

         Based upon the foregoing and subject to the qualifications and
exceptions set forth herein, it is my opinion that as of the date hereof:

         (i) The Company is a corporation duly incorporated and validly
subsisting and in good standing under the laws of the Commonwealth of
Pennsylvania and is duly qualified to transact business and is in good standing
in each jurisdiction in which the


                                       20
<PAGE>   21
conduct of its businesses or the ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or to be
in good standing would not have a material adverse effect on the business,
properties, financial position or results of operations of the Company and its
subsidiaries and affiliates taken as a whole.

         (ii) The Company has an authorized capitalization as set forth in the
Offering Circular, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and are fully paid and non-assessable;

         (iii) Each material subsidiary of the Company (including, to the best
of my knowledge, material subsidiaries organized under the laws of a
jurisdiction outside the United States), has been duly organized and is validly
existing as a corporation, partnership or limited liability company, as the case
may be, in good standing under the laws of its jurisdiction of incorporation or
formation; all of the issued shares of capital stock, partnership interests or
limited liability company interests, as the case may be, of each such subsidiary
(including, to the best of my knowledge, material subsidiaries organized under
the laws of a jurisdiction outside the United States) have been duly and validly
authorized and issued, are fully paid and non-assessable (where applicable), and
(except for directors' qualifying shares and except as otherwise set forth in
the Offering Circular) are owned directly or indirectly by the Company, to the
best of my knowledge, free and clear of all liens, encumbrances, equities or
claims.

         (iv) To the best of my knowledge and other than as set forth in the
Offering Circular, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which any property
of the Company or any of its subsidiaries is the subject which would,
individually or in the aggregate, be reasonably likely to have a material
adverse effect on the consolidated financial position, shareholders' equity or
results of operations of the Company and its subsidiaries (taken as whole); and,
to the best of my knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.

         (v) The issue and sale of the Notes and the compliance by the Company
with all of the provisions of the Notes, the Indenture and the Purchase
Agreement and the consummation of the transactions therein contemplated will not
(i) conflict with or result in a violation of any provisions of the Articles of
Incorporation or By-laws of the Company, (ii) conflict with or violate in any
aspect or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
properties or (iii) conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, except, in the case of clauses
(ii) and (iii) above, as would not have a material adverse effect on the
business, properties, financial position or results of operations of the Company
and its subsidiaries and affiliates taken as a whole.



                                       21
<PAGE>   22
         (vi) The Incorporated Documents as amended or supplemented (other than
the financial statements and related schedules therein, as to which I express no
opinion), when they were filed with the Commission, complied as to form in all
material respects with the requirements of the Securities Exchange Act of 1934
as amended, and the rules and regulations of the Commission thereunder; and I
have no reason to believe that any of such documents, when they were so filed,
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such documents were filed, not
misleading.

         (vii) Each of the Purchase Agreement, the Indenture, the Notes and the
Exchange and Registration Rights Agreement has been duly authorized, executed
and delivered by the Company.

         I am a member of the Bar of the Commonwealth of Pennsylvania and I do
not express any opinion herein concerning any law other than the laws of the
Commonwealth of Pennsylvania, the federal laws of the United States and the
General Corporation Law of the State of Delaware.

         This opinion is rendered to you solely in connection with the Purchase
Agreement in my capacity as counsel for the Company. This opinion may not be
relied upon by you for any other purpose or relied upon by or furnished to any
other person, except Davis Polk & Wardwell and Sullivan & Cromwell, which may
rely on this opinion as to matters governed by the laws of the Commonwealth of
Pennsylvania for purposes of their respective opinions, without my prior written
consent.

                                        Very truly yours,







                                       22
<PAGE>   23
                                                                         ANNEX B

                    Form of Opinion of Davis Polk & Wardwell



                                  212-450-4000





                                                              September __, 2000


Goldman, Sachs & Co.
Salomon Smith Barney Inc.
As representatives of the several Purchasers
c/o Goldman Sachs & Co.
85 Broad Street
New York, New York 10004



Ladies and Gentlemen:

         We have acted as special counsel to V.F. Corporation, a Pennsylvania
corporation (the "Company") in connection with (i) the issue and sale to you, as
the Purchasers, pursuant to the Purchase Agreement dated September __, 2000 (the
"Purchase Agreement") of $_______________ aggregate principal amount of the
Company's __% Notes due ____ and $_______________ aggregate principal amount of
the Company's __% Notes due ____, (the "Notes") to be issued pursuant to the
Indenture, dated as of September __, 2000 between the Company and United States
Trust Company of New York, as Trustee (the "Trustee"), and (ii) the Exchange and
Registration Rights Agreement dated September __, 2000 between the Company and
the Purchasers (the "Exchange and Registration Rights Agreement"). Capitalized
terms used but not otherwise defined herein are used as defined in the Purchase
Agreement.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purposes of rendering this opinion.

         We have also participated in the preparation of the Offering Circular
(including the review of, but not participation in the preparation of, the
documents incorporated by reference therein) dated September __, 2000 relating
to the offering of the Notes (the "Offering Circular").

         Based upon the foregoing, we are of the opinion that:



                                       23
<PAGE>   24
         (1) The Notes have been duly authorized and executed by the Company and
will, when authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Purchasers in accordance with the terms of the
Purchase Agreement, be entitled to the benefits of the Indenture and the
Exchange and Registration Rights Agreement and will be valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
(i) as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights and
remedies generally and (ii) as such enforcement may be limited by general
principles of equity, regardless of whether enforcement is sought in a
proceeding at law or in equity.

         (2) Each of the Indenture and the Exchange and Registration Rights
Agreement has been duly authorized, executed and delivered by the Company and
assuming, in the case of the Indenture, the due authorization, execution and
delivery thereof by the Trustee, and, in the case of the Exchange and
Registration Rights Agreement, the due authorization, execution and delivery
thereof by the Purchasers, each of the Indenture and the Exchange and
Registration Rights Agreement constitutes a valid and legally binding agreement
of the Company, enforceable against the Company in accordance with its terms,
except (i) as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights and
remedies generally, (ii) as such enforcement may be limited by general
principles of equity, regardless of whether enforcement is sought in a
proceeding at law or in equity, and (iii) as rights to indemnity and
contribution under the Exchange and Registration Rights Agreement may be limited
by applicable law.

         (3) The Notes and the Indenture conform in all material respects to the
descriptions thereof contained in the Offering Circular.

         (4) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, the Purchase Agreement, the Indenture
and the Exchange and Registration Rights Agreement will not contravene any
provision of applicable law and no consent, approval, authorization or order of,
or qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under the Purchase Agreement, the
Indenture or the Exchange and Registration Rights Agreement (except such as may
be required in connection with the Exchange and Registration Rights Agreement
under federal securities law and state securities laws).

         (5) The statements under the captions "Description of the Notes," and
"Notice to Investors" in the Offering Circular, insofar as such statements
constitute a summary of the documents or proceedings referred to therein, fairly
summarize the matters referred to therein.

         (6) The statements under the caption "Certain U.S. Federal Income Tax
Considerations for Non-United States Holders" in the Offering Circular insofar
as such statements constitute a summary of the United States federal tax laws
referred to


                                       24
<PAGE>   25
therein, are accurate and fairly summarize in all material respects the United
States federal tax laws referred to therein.

         (7) Assuming the accuracy of the representations and warranties, and
compliance with the agreements and covenants, contained in the Purchase
Agreement and the Indenture, and in the Offering Circular under the caption
"Underwriting", it is not necessary, in connection with the offer, sale and
delivery of the Notes to the Purchasers under the Purchase Agreement or in
connection with the initial resale of such Notes by the Purchasers in the manner
contemplated by the Purchase Agreement and the Offering Circular, to register
the Notes under the Securities Act of 1933, as amended, or to qualify the
Indenture under the Trust Indenture Act of 1939, as amended, it being understood
that no opinion is expressed as to any subsequent resale of any Note.

         We have not ourselves checked the accuracy or completeness of, or
otherwise verified, the information furnished with respect to other matters in
the Offering Circular. We have generally reviewed and discussed with certain
officers and employees of the Company, independent public accountants for the
Company and your representatives the information furnished, whether or not
subject to our independent check and verification. On the basis of such
consideration, review and discussion, but without independent check or
verification except as stated, no facts have come to our attention to cause us
to believe that the Offering Circular (except for the financial statements and
notes thereto and other financial and statistical data included or incorporated
by reference therein or omitted therefrom, as to which we express no belief) as
of its date or as of the date hereof contained or contains any untrue statement
of a material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

         We are members of the Bar of the State of New York and our opinion is
limited to the laws of the State of New York and the Federal laws of the United
States at the date hereof. In giving the foregoing opinions, we have, with your
permission, relied on the opinion of Candace S. Cummings, dated the date hereof,
delivered pursuant to Section 7(b) of the Purchase Agreement, as to all matters
governed by the laws of the Commonwealth of Pennsylvania. Our opinion is subject
in all respects to the assumptions, qualifications and exceptions contained in
such opinion.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

                                Very truly yours,





                                       25
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>w41166ex4-1.txt
<DESCRIPTION>INDENTURE
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.1




                                V.F. CORPORATION

                                       TO

                     UNITED STATES TRUST COMPANY OF NEW YORK
                                              Trustee


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


                                    INDENTURE

                         Dated as of September 29, 2000


                                 --------------
<PAGE>   2
         ..............................................................

    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:


<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                             INDENTURE SECTION
<S>                                                                       <C>
Section 310(a)(1)    ...................................................  609
           (a)(2)    ...................................................  609
           (a)(3)    ...................................................  Not Applicable
           (a)(4)    ...................................................  Not Applicable
           (b)       ...................................................  608
                                                                          610
Section 311(a)       ...................................................  613
           (b)       ...................................................  613
Section 312(a)       ...................................................  701
                                                                          702
           (b)       ...................................................  702
           (c)       ...................................................  702
Section 313(a)       ...................................................  703
           (b)       ...................................................  703
           (c)       ...................................................  703
           (d)       ...................................................  703
Section 314(a)       ...................................................  704
           (a)(4)    ...................................................  101
                                                                          1004
           (b)       ...................................................  Not Applicable
           (c)(1)    ...................................................  102
           (c)(2)    ...................................................  102
           (c)(3)    ...................................................  Not Applicable
           (d)       ...................................................  Not Applicable
           (e)       ...................................................  102
Section 315(a)       ...................................................  601
           (b)       ...................................................  602
           (c)       ...................................................  601
           (d)       ...................................................  601
           (e)       ...................................................  514
Section 316(a)       ...................................................  101
           (a)(1)(A) ...................................................  502
                                                                          512
           (a)(1)(B) ...................................................  513
           (a)(2)    ...................................................  Not Applicable
           (b)       ...................................................  508
           (c)       ...................................................  104
Section 317(a)(1)    ...................................................  503
           (a)(2)    ...................................................  504
           (b)       ...................................................  1003
Section 318(a)       ...................................................  107
</TABLE>

- -------------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>   3
      INDENTURE, dated as of September 29, 2000, between V.F. Corporation, a
corporation duly incorporated and existing under the laws of the Commonwealth of
Pennsylvania (herein called the "Company"), having its principal office at 628
Green Valley Road, Suite 500, Greensboro, North Carolina 27408, and United
States Trust Company of New York, a corporation duly organized and existing
under the laws of the State of New York, as Trustee (herein called the
"Trustee").


                             RECITALS OF THE COMPANY

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as provided in this Indenture.

      All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

Each party agrees as follows for the benefit of each other and for the equal and
proportionate benefit of all Holders of the Securities or of any series
thereof:


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101.   Definitions.

      For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

         (1) the terms defined in this Article have the meanings assigned to
   them in this Article and include the plural as well as the singular;

         (2) all other terms used herein which are defined in the Trust
   Indenture Act, either directly or by reference therein, have the meanings
   assigned to them therein;

         (3) all accounting terms not otherwise defined herein have the meanings
   assigned to them in accordance with generally accepted accounting principles,
   and, except as otherwise herein expressly provided, the term "generally
   accepted accounting principles" with respect to any computation required or
   permitted hereunder shall mean such
<PAGE>   4
   accounting principles as are generally accepted--at the date of this
   instrument--at the date of such computation;

         (4) unless the context otherwise requires, any reference to an
   "Article" or a "Section" refers to an Article or a Section, as the case may
   be, of this Indenture; and

         (5) the words "herein", "hereof" and "hereunder" and other words of
   similar import refer to this Indenture as a whole and not to any particular
   Article, Section or other sub division.

      "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Agent Member" means any member of, or participant in, the Depositary.

      "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of the Depositary for such Security, Euroclear and Clearstream, in
each case to the extent applicable to such transaction and as in effect from
time to time.

      "Attributable Debt" in respect of any lease means, at the time of
determination, the present value (discounted at the rate of interest implicit in
the terms of the lease) of the obligation of the lessee for net rental payments
during the remaining term of the lease (including any period for which such
lease has been extended or may, at the option of the lessor, be extended). "Net
rental payments" under any lease for any period means the sum of the rental and
other payments required to be paid in such period by the lessee thereunder, not
including, however, any amounts required to be paid by such lessee (whether or
not designated as rental or additional rental) on account of maintenance and
repairs, insurance, taxes, assessments or similar charges required to be paid by
such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
insurance, taxes, assessments or similar charges.

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

      "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

                                       -2-
<PAGE>   5
      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

      "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

      "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg (or
any successor securities clearing agency).

      "Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

      "Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

      "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

      "Corporate Trust Office" means the principal office of the Trustee or the
Security Registrar, as the case may be, at which at any particular time its
corporate trust business will be administered, which office for the Trustee as
of the date hereof is located at 114 West 47th Street, 25th floor, New York, New
York 10036, Attention: Corporate Trust Division, and which office for the
Security Registrar as of the date hereof is located at 100 Wall Street, Suite
1600, New York, New York 10005.

      "Corporation" means a corporation, association, company, joint-stock
company or business trust.

      "Covenant Defeasance" has the meaning specified in Section 1303.

      "Debt" means indebtedness for money borrowed.

      "Defaulted Interest" has the meaning specified in Section 307.

      "Defeasance" has the meaning specified in Section 1302.

      "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the

                                       -3-
<PAGE>   6
Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 301.

      "DTC" means The Depository Trust Company.

      "Euroclear" means the Euroclear Clearance System (or any successor
securities clearing agency).

      "Event of Default" has the meaning specified in Section 501.

      "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

      "Exchange Offer" has the meaning set forth in the form of the Securities
contained in Section 202.

      "Exchange Registration Statement" has the meaning set forth in the form of
the Securities contained in Section 202.

      "Exchange Security" means any Security issued in exchange for an Original
Security or Original Securities pursuant to the Exchange Offer or otherwise
registered under the Securities Act and any Security with respect to which the
next preceding Predecessor Security of such Security was an Exchange Security.

      "Expiration Date" has the meaning specified in Section 104.

      "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

      "Holder" means a Person in whose name a Security is registered in the
Security Register.

      "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

      "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

      "Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an instalment of interest on such Security.

                                       -4-
<PAGE>   7
      "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

      "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an instalment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Mortgage" means any mortgage, pledge, lien or other encumbrance.

      "Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, the Secretary or
an Assistant Secretary, of the Company, and delivered to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

      "Original Securities" means all Securities other than Exchange Securities.

      "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture (including Securities held by the Company or an Affiliate of the
Company), except:

         (1)  Securities theretofore cancelled by the Trustee or delivered to
   the Trustee for cancellation;

         (2) Securities for whose payment or redemption money in the necessary
   amount has been theretofore deposited with the Trustee or any Paying Agent
   (other than the Company) in trust or set aside and segregated in trust by the
   Company (if the Company shall act as its own Paying Agent) for the Holders of
   such Securities; provided that, if such Securities are to be redeemed, notice
   of such redemption has been duly given pursuant to this Indenture or
   provision therefor satisfactory to the Trustee has been made;

         (3)  Securities as to which Defeasance has been effected pursuant to
   Section 1302; and

         (4) Securities which have been paid pursuant to Section 306 or in
   exchange for or in lieu of which other Securities have been authenticated and
   delivered pursuant to this Indenture, other than any such Securities in
   respect of which there shall have been pre-

                                       -5-
<PAGE>   8
   sented to the Trustee proof satisfactory to it that such Securities are held
   by a bona fide purchaser in whose hands such Securities are valid obligations
   of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee knows
to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

      "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

      "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "Principal Property" means any manufacturing plant or facility located
within the United States of America (other than its territories or possessions)
and owned by the Company or any Subsidiary, except any such plant or facility
which, in the opinion of the

                                       -6-
<PAGE>   9
Board of Directors of the Company, is not of material importance to the business
conducted by the Company and its Subsidiaries, taken as a whole.

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

      "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

      "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

      "Registered Securities" means the Exchange Securities and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

      "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

      "Regulation S Certificate" means a certificate substantially in the form
set forth in Annex A.

      "Regulation S Global Security" has the meaning specified in Section 201.

      "Regulation S Legend" means a legend substantially in the form of the
legend required in the form of Security set forth in accordance with Section 202
to be placed upon each Regulation S Security.

      "Regulation S Securities" means all Securities required pursuant to
Section 305(c) to bear a Regulation S Legend. Such term includes the Regulation
S Global Security.

      "Responsible Officer", when used with respect to the Trustee, means any
officer in the Corporate Trust Office of the Trustee or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

      "Restricted Global Security" has the meaning specified in Section 201.

      "Restricted Period" means the period of 41 consecutive days beginning on
and including the later of (i) the day on which Securities are first offered to
persons other than

                                       -7-
<PAGE>   10
distributors (as defined in Regulation S) in reliance on Regulation S and (ii)
the original issuance date of the Securities.

      "Restricted Securities" means all Securities required pursuant to Section
305(c) to bear any Restricted Securities Legend. Such term includes the
Restricted Global Security.

      "Restricted Securities Certificate" means a certificate substantially in
the form set forth in Annex B.

      "Restricted Securities Legend" means, collectively, the legends
substantially in the forms of the legends required in the form of Security set
forth in accordance with Section 202 to be placed upon each Restricted Security.

      "Restricted Subsidiary" means any Subsidiary which owns or leases a
Principal Property.

      "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

      "Rule 144A Securities" means the Securities purchased by the Purchasers
from the Company pursuant to Rule 144A.

      "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

      "Securities Act Legend" means a Restricted Securities Legend or a
Regulation S Legend.

      "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

      "Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such
instalment of principal or interest is due and payable.

      "Subsidiary" means a corporation, partnership or other legal entity of
which, in the case of a corporation, more than 50% of the outstanding voting
stock is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries or, in the
case of any partnership or other legal entity, more

                                       -8-
<PAGE>   11
than 50% of the ordinary equity capital interests is, at the time, directly or
indirectly owned or controlled by the Company or by one or more of the
Subsidiaries or by the Company and one or more of the Subsidiaries. For the
purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

      "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Section 77aaa- 77bbbb) as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust Indenture Act of 1939
is amended after such date, "Trust Indenture Act" means, to the extent required
by any such amendment, the Trust Indenture Act of 1939 as so amended.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder, and if at any time there
is more than one such Person, "Trustee" as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.

      "U.S. Government Obligation" has the meaning specified in Section 1304.

      "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".


SECTION 102.   Compliance Certificates and Opinions.

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall (except for certificates
provided in Section 1004) include,

                                       -9-
<PAGE>   12
         (1) a statement that each individual signing such certificate or
   opinion has read such covenant or condition and the definitions herein
   relating thereto;

         (2) a brief statement as to the nature and scope of the examination or
   investigation upon which the statements or opinions contained in such
   certificate or opinion are based;

         (3) a statement that, in the opinion of each such individual, he has
   made such examination or investigation as is necessary to enable him to
   express an informed opinion as to whether or not such covenant or condition
   has been complied with; and

         (4) a statement as to whether, in the opinion of each such individual,
   such condition or covenant has been complied with.


SECTION 103.   Form of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


SECTION 104.   Acts of Holders; Record Dates.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or

                                      -10-
<PAGE>   13
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

      The ownership of Securities shall be proved by the Security Register.

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

      The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense,

                                      -11-
<PAGE>   14
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.

      The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

      With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

      Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

                                      -12-
<PAGE>   15
SECTION 105.   Notices, Etc., to Trustee and Company.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

         (1) the Trustee by any Holder or by the Company shall be sufficient for
   every purpose hereunder if made, given, furnished or filed in writing to or
   with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
   Division, or

         (2) the Company by the Trustee or by any Holder shall be sufficient for
   every purpose hereunder (unless otherwise herein expressly provided) if in
   writing and mailed, first-class postage prepaid, to the Company addressed to
   it at the address of its principal office specified in the first paragraph of
   this instrument, Attention: Secretary or at any other address previously
   furnished in writing to the Trustee by the Company.


SECTION 106.   Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


SECTION 107.   Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

                                      -13-
<PAGE>   16
SECTION 108.   Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.


SECTION 109.   Successors and Assigns.

      All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.


SECTION 110.   Separability Clause.

      In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


SECTION 111.   Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


SECTION 112.   Governing Law.

      This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.


SECTION 113.   Legal Holidays.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                      -14-
<PAGE>   17
                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201.   Forms Generally.

      The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

      The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

      Upon their original issuance, Rule 144A Securities shall be issued in the
form of one or more Global Securities registered in the name of DTC, as
Depositary, or its nominee and deposited with the Security Registrar, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they may
direct). Such Global Securities, together with their Successor Securities which
are Global Securities other than the Regulation S Global Security, are
collectively herein called the "Restricted Global Security".

      Upon their original issuance, initial Regulation S Securities shall be
issued in the form of one or more Global Securities registered in the name of
DTC, as Depositary, or its nominee and deposited with the Security Registrar, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they may
direct), provided that upon such deposit all such Securities shall be credited
to or through accounts maintained at DTC by or on behalf of Euroclear or
Clearstream. Such Global Securities, together with their Successor Securities
which are Global Securities other than the Restricted Global Security, are
collectively herein called the "Regulation S Global Security". The Company, the
Trustee and either of their Agents shall not be responsible for any acts or
omissions of a Depository, for any depository records of beneficial ownership
interests or for any transactions between the Depository and beneficial owners.

                                      -15-
<PAGE>   18
      Securities, other than Registered Securities, offered and sold in their
initial distribution to Institutional Accredited Investors shall be issued in
certificated form and shall not be issued in the form of a Global Security or in
any other form intended to facilitate book-entry trading in beneficial interests
in such Securities.

SECTION 202.   Form of Face of Security.

      [Insert any legend  as required by Section 204]

      [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

           ..........................................................

   ..........................................................................

No. .........                                                         $ ........


      V.F. CORPORATION, a corporation duly incorporated and subsisting under the
laws of the Commonwealth of Pennsylvania (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of ........ Dollars on ................ and to pay
interest thereon from .......... or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, ................ on
 ................ and ................ in each year, commencing ................,
at the rate of ................% per annum, until the principal hereof is paid
or made available for payment. [If applicable then insert: provided that any
principal and premium, and any such instalment of interest, which is overdue
shall bear interest at the rate of .......% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the date such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand.] [If Original Securities that are not also
Registered Securities, then insert: provided, however, that if (i) the
registration statement filed by the Company (the "Exchange Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
registering a security substantially identical to this Security (except that
such Security will not contain terms with respect to the Special Interest
payments described below or transfer restrictions) pursuant to an exchange offer
(the "Exchange Offer") has not become or been declared effective by the
Securities and Exchange Commission ("SEC") within ....... days after the
Securities are initially issued (or, in lieu thereof, if such obligation arises
pursuant to the Exchange and Registration Rights Agreement (as defined below), a
registration statement registering this Security for resale (the "Resale
Registration Statement") has not become or been declared effective by the SEC
within ..... days after the Resale Registration Statement is filed) or (ii)
either the Exchange Registration Statement or, if applicable, the Resale
Registration Statement, if filed and declared effective but shall thereafter
either be withdrawn by the Company or shall become subject to an effective stop
order issued

                                      -16-
<PAGE>   19
pursuant to Section 8(d) of the Securities Act suspending the effectiveness of
such registration statement (except as specifically permitted under the Exchange
and Registration Rights Agreement) without being succeeded as promptly as
practicable by an additional registration statement filed and declared
effective, or (iii) the Exchange Offer has not been completed within .......
days after the Securities are initially issued (if the Exchange Offer is then
required to be made pursuant to the Exchange and Registration Rights Agreement
(the "Exchange and Registration Rights Agreement"), dated as of ......., by and
between the Company and the Purchasers (as defined therein) parties thereto, in
each case (i), (ii) and (iii) upon the terms and conditions set forth in the
Exchange and Registration Rights Agreement (each such event referred to in
clauses (i), (ii) and (iii), a "Registration Default"), then special interest
("Special Interest") will accrue (in addition to the stated interest on the
Securities) at a per annum rate of .......%, determined daily, on the principal
amount of this Security, from the period from the occurrence of the Registration
Default described under (i) or (ii) above until such time as such Registration
Default is no longer in effect and, provided, further, that if a Registration
Default described under (iii) above has occurred, then the per annum rate of
such Special Interest shall be .......% per annum from the period from the
occurrence of the Registration Default described under (iii) above until such
time as such Registration Default is no longer in effect (provided that the rate
of Special Interest shall not exceed .......% per annum in the aggregate at any
time). Accrued Special Interest, if any, shall be paid semi-annually on .......
and ......., in each year; and the amount of accrued Special Interest shall be
determined on the basis of the number of days actually elapsed. Any accrued and
unpaid interest (including Special Interest) on this Security upon the issuance
of an Exchange Security (as defined in the Indenture) in exchange for this
Security shall cease to be payable to the Holder hereof but such accrued and
unpaid interest (including Special Interest) shall be payable on the next
Interest Payment Date for such Exchange Security to the Holder thereof on the
related Regular Record Date. Interest on this Security shall be computed on the
basis of a 360-day year of twelve 30-day months.]

      The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ....... or ....... (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal

                                      -17-
<PAGE>   20
and any overdue premium shall bear interest at the rate of ....% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment. Interest on any overdue principal or premium shall be payable on
demand. [Any such interest on overdue principal or premium which is not paid on
demand shall bear interest at the rate of ....% per annum (to the extent that
the payment of such interest on interest shall be legally enforceable), from the
date of such demand until the amount so demanded is paid or made available for
payment. Interest on any overdue interest shall be payable on demand.]]

      Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert --;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                          V.F. Corporation


                                          By...................................

Attest:


 ................................

                                          By...................................

Attest:


 ................................



                                      -18-
<PAGE>   21
SECTION 203.   Form of Reverse of Security.

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September 29, 2000 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and United States Trust Company of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $ .......... . The Company
may at any time issue additional securities under the Indenture in unlimited
amounts having the same terms as the Securities.

[If applicable, insert -- The Securities of this series are subject to
redemption, as a whole or from time to time in part, upon not less than 30 nor
more than 60 days' notice mailed to each Holder of Securities to be redeemed at
his address as it appears in the Securities Register, on any date prior to their
Stated Maturity at a Redemption Price equal to the greater of (i) 100% of the
principal amount of such Securities to be redeemed or (ii) as determined by a
Quotation Agent (as defined below), the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued as of the Redemption Date)
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined
below), plus ..... basis points, plus accrued interest thereon to the Redemption
Date; provided that unless the Company defaults in payment of the Redemption
Price, on or after the Redemption Date, interest will cease to accrue on the
Securities or portions thereof called for redemption.

      "Adjusted Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The semi-annual equivalent yield to
maturity will be computed as of the third business day immediately preceding the
Redemption Date. "Comparable Treasury Issue" (expressed as a percentage of its
principal amount) means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized in accordance with customary
financial practice in pricing new issues of corporate notes of comparable
maturity to the remaining term of the Securities. "Comparable Treasury Price"
means, with respect to any Redemption Date, (i) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, provided that if three or
more Reference Treasury Dealer Quotations are obtained, the highest and lowest
of such quotations shall be excluded from the calculation. "Quotation Agent"
means the Reference Treasury Dealer appointed by the Company. "Reference
Treasury Dealer" means (i) Goldman, Sachs & Co. and its

                                      -19-
<PAGE>   22
respective successors; provided, however, that, if the foregoing shall cease to
be a primary U.S. Government securities dealer (a "Primary Treasury Dealer"),
the Company shall substitute therefor another Primary Treasury Dealer; and (ii)
any other Primary Treasury Dealer selected by the Company. "Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption
Date.]

[If applicable, insert-- The Securities of this series are subject to redemption
upon not less than 30 days' notice by mail, [if applicable, insert-- (1) on
 ........... in any year commencing with the year ...... and ending with the year
 ...... through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert-- on or after .........., ....], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert-- on or
before ..............., ...%, and if redeemed] during the 12-month period
beginning ............. of the years indicated,


<TABLE>
<CAPTION>
                         Redemption                                            Redemption
Year                       Price                    Year                         Price
- ----                       -----                    ----                         -----
<S>                      <C>                        <C>                        <C>



</TABLE>

and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

      [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ............ in
any year commencing with the year .... and ending with the year .... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if

                                      -20-
<PAGE>   23
applicable, insert-- on or after ............], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ............ of the years indicated,

<TABLE>
<CAPTION>
                                Redemption Price
                                 For Redemption                       Redemption Price For
                                Through Operation                     Redemption Otherwise
                                     of the                          Than Through Operation
Year                              Sinking Fund                         of the Sinking Fund
- ----                              ------------                         -------------------
<S>                             <C>                                  <C>


</TABLE>

and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or other wise) with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

      [If applicable, insert -- Notwithstanding the foregoing, the Company may
not, prior to ............., redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than .....% per annum.]

      [If applicable, insert -- The sinking fund for this series provides for
the redemption on ............ in each year beginning with the year ....... and
ending with the year ...... of [if applicable, insert -- not less than
$.......... ("mandatory sinking fund") and not more than] $......... aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- , in the inverse order in which they become
due].]

      [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

                                      -21-
<PAGE>   24
      [If applicable, insert paragraph regarding subordination of the Security.]

      [If applicable, insert -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

      [If the Security is not an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

      [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and inter est (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 50% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have

                                      -22-
<PAGE>   25
received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      The Securities of this series are issuable only in registered form without
coupons in denominations of $....... and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

      No service charge shall be made to a Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                      -23-
<PAGE>   26
SECTION 204.   Form of Legend for Securities.

      Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Security authenticated and delivered
hereunder shall bear one or more of the appropriate legends in substantially the
following forms as relevant below:

[IF THE SECURITY IS A RESTRICTED SECURITY, THEN INSERT -- THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE
INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)
BY SUBSEQUENT INVESTORS AS SET FORTH IN (A) ABOVE, IN EACH CASE (A) AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.]

      [IF THE SECURITY IS A REGULATION S SECURITY, THEN INSERT -- THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES
ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS THEREOF IS AVAILABLE.]

      [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

      [IF THE SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST COMPANY IS
TO BE THE DEPOSITARY THEREFOR, THEN INSERT -- UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND

                                      -24-
<PAGE>   27
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SECTION 205.   Form of Trustee's Certificate of Authentication.

      The Trustee's certificates of authentication shall be in substantially the
following form:

      This is one of the Securities of the series designated therein referred to
in the within- mentioned Indenture.


                                        United States Trust Company of New York,
                                                                      As Trustee


                                                By..............................
                                                            Authorized Signature


                                  ARTICLE THREE

                                 THE SECURITIES


SECTION 301.   Amount Unlimited; Issuable in Series.

      The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. Additional Securities of any
series of Securities authenticated and delivered under this Indenture may be
authenticated and delivered hereunder at any time, having the same terms as,
treated as a single class (for all purposes under this Indenture) with, and in
aggregate principal amounts that exceed the aggregate principal amount of, such
previously authenticated and delivered Securities.

      The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided in, an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

      (1) the title of the Securities of the series (which shall distinguish the
   Securities of the series from Securities of any other series);

                                      -25-
<PAGE>   28
       (2) any limit upon the aggregate principal amount of the Securities of
   the series which may be authenticated and delivered under this Indenture
   (except for Securities authenticated and delivered upon registration of
   transfer of, or in exchange for, or in lieu of, other Securities of the
   series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
   Securities which, pursuant to Section 303, are deemed never to have been
   authenticated and delivered hereunder);

       (3) the Person to whom any interest on a Security of the series shall be
   payable, if other than the Person in whose name that Security (or one or more
   Predecessor Securities) is registered at the close of business on the
   Regular Record Date for such interest;

       (4)  the date or dates on which the principal of any Securities of the
   series is payable;

       (5) the rate or rates at which any Securities of the series shall bear
   interest, if any, the date or dates from which any such interest shall
   accrue, the Interest Payment Dates on which any such interest shall be
   payable and the Regular Record Date for any such interest payable on any
   Interest Payment Date;

       (6)  the place or places where the principal of and any premium and
   interest on any Securities of the series shall be payable;

       (7) the period or periods within which, the price or prices at which and
   the terms and conditions upon which any Securities of the series may be
   redeemed, in whole or in part, at the option of the Company and, if other
   than by a Board Resolution, the manner in which any election by the Company
   to redeem the Securities shall be evidenced;

       (8) the obligation, if any, of the Company to redeem or purchase any
   Securities of the series pursuant to any sinking fund or analogous provisions
   or at the option of the Holder thereof and the period or periods within
   which, the price or prices at which and the terms and conditions upon which
   any Securities of the series shall be redeemed or purchased, in whole or in
   part, pursuant to such obligation;

       (9) if other than denominations of $1,000 and any integral multiple
   thereof, the denominations in which any Securities of the series shall be
   issuable;

      (10) if the amount of principal of or any premium or interest on any
   Securities of the series may be determined with reference to an index or
   pursuant to a formula, the manner in which such amounts shall be determined;

      (11) if other than the currency of the United States of America, the
   currency, currencies or currency units in which the principal of or any
   premium or interest on any Securities of the series shall be payable and the
   manner of determining the equivalent thereof in the currency of the United
   States of America for any purpose, including for purposes of the definition
   of "Outstanding" in Section 101;

                                      -26-
<PAGE>   29
      (12) if the principal of or any premium or interest on any Securities of
   the series is to be payable, at the election of the Company or the Holder
   thereof, in one or more currencies or currency units other than that or those
   in which such Securities are stated to be payable, the currency, currencies
   or currency units in which the principal of or any premium or interest on
   such Securities as to which such election is made shall be payable, the
   periods within which and the terms and conditions upon which such election is
   to be made and the amount so payable (or the manner in which such amount
   shall be determined);

      (13) if other than the entire principal amount thereof, the portion of the
   principal amount of any Securities of the series which shall be payable upon
   declaration of acceleration of the Maturity thereof pursuant to Section 502;

      (14) if the principal amount payable at the Stated Maturity of any
   Securities of the series will not be determinable as of any one or more dates
   prior to the Stated Maturity, the amount which shall be deemed to be the
   principal amount of such Securities as of any such date for any purpose
   thereunder or hereunder, including the principal amount thereof which shall
   be due and payable upon any Maturity other than the Stated Maturity or which
   shall be deemed to be Outstanding as of any date prior to the Stated Maturity
   (or, in any such case, the manner in which such amount deemed to be the
   principal amount shall be determined);

      (15) if applicable, that the Securities of the series, in whole or any
   specified part, shall be defeasible pursuant to Section 1302 or Section 1303
   or both such Sections and, if other than by a Board Resolution, the manner in
   which any election by the Company to defease such Securities shall be
   evidenced;

      (16) if applicable, that any Securities of the series shall be issuable in
   whole or in part in the form of one or more Global Securities and, in such
   case, the respective Depositaries for such Global Securities, the form of any
   legend or legends which shall be borne by any such Global Security in
   addition to or in lieu of that set forth in Section 204 and any circumstances
   in addition to or in lieu of those set forth in Clause (2) of the last
   paragraph of Section 305 in which any such Global Security may be exchanged
   in whole or in part for Securities registered, and any transfer of such
   Global Security in whole or in part may be registered, in the name or names
   of Persons other than the Depositary for such Global Security or a nominee
   thereof;

      (17) any addition to or change in the Events of Default which applies to
   any Securities of the series and any change in the right of the Trustee or
   the requisite Holders of such Securities to declare the principal amount
   thereof due and payable pursuant to Section 502;

      (18) any addition to or change in the covenants set forth in Article Ten
   which applies to Securities of the series; and

                                      -27-
<PAGE>   30
      (19) any other terms of the series (which terms shall not be inconsistent
   with the provisions of this Indenture, except as permitted by Section
   901(5)).

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided in, the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

      If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.


SECTION 302.   Denominations.

      The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.


SECTION 303.   Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President, Treasurer or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by any of the aforementioned
officers. The signature of any of these officers on the Securities may be manual
or facsimile.

      Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities

                                      -28-
<PAGE>   31
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

       (1) if the form of such Securities has been established by or pursuant to
   Board Resolution as permitted by Section 201, that such form has been
   established in conformity with the provisions of this Indenture;

       (2) if the terms of such Securities have been established by or pursuant
   to Board Resolution as permitted by Section 301, that such terms have been
   established in conformity with the provisions of this Indenture; and

       (3) that such Securities, when authenticated and delivered by the Trustee
   and issued by the Company in the manner and subject to any conditions
   specified in such Opinion of Counsel, will constitute valid and legally
   binding obligations of the Company enforceable in accordance with their
   terms, subject to bankruptcy, insolvency, fraudulent transfer,
   reorganization, moratorium and similar laws of general applicability relating
   to or affecting creditors' rights and to general principles of equity
   (regardless of whether such enforceability is considered in a proceeding in
   equity or at law).

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

      Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

      Each Security shall be dated the date of its authentication.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

                                      -29-
<PAGE>   32
SECTION 304.   Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

      If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.


SECTION 305.   Registration, Registration of Transfer and Exchange; Certain
               Transfers and Exchanges

      (a) Registration, Registration of Transfer and Exchange Generally. The
Company shall cause to be kept at the Corporate Trust Office of the Security
Registrar designated pursuant to this Section 305 a register (being the combined
register of the Security Registrar and all Co-Security Registrars and herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. U.S. Bank
Trust National Association, at its office located at 100 Wall Street, Suite
1600, New York, New York 10005, is hereby initially appointed Security
Registrar, and the Trustee is hereby initially appointed Co-Security Registrar,
in each case for the purpose of registering Securities and transfers of
Securities as herein provided. The Company, with prior notice to the Trustee,
may (i) replace the Security Registrar with an entity that satisfies the
eligibility requirements of a Trustee under Section 609 and (ii) remove or add
Co-Security Registrars. A Security Registrar or Co-Security Registrar shall not
be liable for the acts or omissions of any other Security Registrar or
Co-Security Registrar, as the case may be. The Trustee shall have the right to
inspect the register of the Security Registrar (and any Co- Security Registrar)
at all reasonable times and may request and rely upon a certificate of a duly
authorized officer of the Security Registrar (and any Co-Security Registrar) as
to the names and addresses of Holders and the principal amounts and numbers of
the Securities held thereby and such other matters as the Trustee may reasonably
request.


                                      -30-
<PAGE>   33
      The Company hereby initially selects the office of U.S. Bank Trust
National Association, located at 100 Wall Street, Suite 1600, New York, New York
10005 as the office or agency of the Company in the Borough of Manhattan, The
City of New York, where the Securities may be presented or surrendered for
payment and where the Securities may be surrendered for registration of transfer
or exchange in accordance with Section 1002.

      Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and aggregate
principal amount.

      Subject to Section 305(b), at the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

      All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

      Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

      If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.


                                      -31-
<PAGE>   34
      The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

       (1) Each Global Security authenticated under this Indenture shall be
   registered in the name of the Depositary designated for such Global Security
   or a nominee thereof and delivered to such Depositary or a nominee thereof or
   custodian therefor, and each such Global Security shall constitute a single
   Security for all purposes of this Indenture.

       (2) Notwithstanding any other provision in this Indenture, no Global
   Security may be exchanged in whole or in part for Securities registered, and
   no transfer of a Global Security in whole or in part may be registered, in
   the name of any Person other than the Depositary for such Global Security or
   a nominee thereof unless (A) such Depositary (i) has notified the Company
   that it is unwilling or unable to continue as Depositary for such Global
   Security or (ii) has ceased to be a clearing agency registered under the
   Exchange Act, (B) the Company in its sole discretion determines that such
   Global Security shall be exchangeable for definitive registered Securities
   and executes and delivers to the Security Registrar a Company Order providing
   that such Global Security shall be so exchangeable, (C) there shall have
   occurred and be continuing an Event of Default with respect to such Global
   Security or (D) there shall exist such circumstances, if any, in addition to
   or in lieu of the foregoing as have been specified for this purpose as
   contemplated by Section 301.

       (3) Subject to Clause (2) above, any exchange of a Global Security for
   other Securities may be made in whole or in part, and all Securities issued
   in exchange for a Global Security or any portion thereof shall be registered
   in such names as the Depositary for such Global Security shall direct.

       (4) Every Security authenticated and delivered upon registration of
   transfer of, or in exchange for or in lieu of, a Global Security or any
   portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
   1107 or otherwise, shall be authenticated and delivered in the form of, and
   shall be, a Global Security, unless such Security is registered in the name
   of a Person other than the Depositary for such Global Security or a nominee
   thereof.

      (b) Certain Transfers and Exchanges. Notwithstanding any other provision
of this Indenture or the Securities, transfers and exchanges of Securities and
beneficial interests in a Global Security of the kinds specified in this Section
305(b) shall be made only in accordance with this Section 305(b).

       (i) Restricted Global Security to Regulation S Global Security. If the
   owner of a beneficial interest in the Restricted Global Security wishes at
   any time to transfer such interest to a Person who wishes to acquire the same
   in the form of a beneficial interest in the Regulation S Global Security,
   such transfer may be effected only in accordance with the provisions of this
   Clause (b)(i) and Clause (b)(iv) below and subject to the Applicable
   Procedures. Upon receipt by the Security Registrar of (A) an order given by
   the Depositary or its authorized representative directing that a beneficial
   interest in the


                                      -32-
<PAGE>   35
   Regulation S Global Security in a specified principal amount be credited to a
   specified Agent Member's account and that a beneficial interest in the
   Restricted Global Security in an equal principal amount be debited from
   another specified Agent Member's account and (B) a Regulation S Certificate,
   satisfactory to the Security Registrar and the Trustee and duly executed by
   the owner of such beneficial interest in the Restricted Global Security or
   his attorney duly authorized in writing, then the Security Registrar, subject
   to Clause (b)(iv) below, shall reduce the principal amount of the Restricted
   Global Security and increase the principal amount of the Regulation S Global
   Security by such specified principal amount.

      (ii) Regulation S Global Security to Restricted Global Security. If the
   owner of a beneficial interest in the Regulation S Global Security wishes at
   any time to transfer such interest to a Person who wishes to acquire the same
   in the form of a beneficial interest in the Restricted Global Security, such
   transfer may be effected only in accordance with this Clause (b)(ii) and
   subject to the Applicable Procedures. Upon receipt by the Security Registrar
   of (A) an order given by the Depositary or its authorized representative
   directing that a beneficial interest in the Restricted Global Security in a
   specified principal amount be credited to a specified Agent Member's account
   and that a beneficial interest in the Regulation S Global Security in an
   equal principal amount be debited from another specified Agent Member's
   account and (B) if such transfer is to occur during the Restricted Period, a
   Restricted Securities Certificate, satisfactory to the Security Registrar and
   the Trustee and duly executed by the owner of such beneficial interest in the
   Regulation S Global Security or his attorney duly authorized in writing, then
   the Security Registrar shall reduce the principal amount of the Regulation S
   Global Security and increase the principal amount of the Restricted Global
   Security by such specified principal amount. If transfers under this Clause
   (b)(ii) occur after the Restricted Period, no Restricted Securities
   Certificates will be required.

      (iii) Non-Global Security to Non-Global Security. A Security that is not a
   Global Security may be transferred, in whole or in part, to a Person who
   takes delivery in the form of another Security that is not a Global Security
   as provided in Section 305(a), provided that, if the Security to be
   transferred in whole or in part is a Restricted Security, then the Security
   Registrar shall have received a Restricted Securities Certificate,
   satisfactory to the Security Registrar and the Trustee and duly executed by
   the transferor Holder or his attorney duly authorized in writing, in which
   case the transferee Holder shall take delivery in the form of a Restricted
   Security (subject in every case to Section 305(c)).

      (iv) Regulation S Global Security to be Held Through Euroclear or
   Clearstream during Restricted Period. The Company shall use its best efforts
   to cause the Depositary to ensure that beneficial interests in the Regulation
   S Global Security may be held only in or through accounts maintained at the
   Depositary by Euroclear or Clearstream (or by Agent Members acting for the
   account thereof), and no person shall be entitled to effect any transfer or
   exchange that would result in any such interest being held otherwise than in
   or through such an account; provided that this Clause (b)(iv) shall not
   prohibit any transfer or exchange of such an interest in accordance with
   Clause (b)(ii) above.


                                      -33-
<PAGE>   36
       (v) Restricted Non-Global Security to Restricted Global Security or
   Regulation S Global Security. If the Holder of a Restricted Security (other
   than a Global Security) wishes at any time to transfer all or any portion of
   such Security to a Person who wishes to take delivery thereof in the form of
   a beneficial interest in the Restricted Global Security or the Regulation S
   Global Security, such transfer may be effected only in accordance with the
   provisions of this Clause (b)(vi) and Clause (b)(iv) above and subject to the
   Applicable Procedures. Upon receipt by the Security Registrar of (A) such
   Security as provided in Section 305(a) and instructions satisfactory to the
   Security Registrar and the Trustee directing that a beneficial interest in
   the Restricted Global Security or Regulation S Global Security in a specified
   principal amount not greater than the principal amount of such Security be
   credited to a specified Agent Member's account and (B) a Restricted
   Securities Certificate, if the specified account is to be credited with a
   beneficial interest in the Restricted Global Security, or a Regulation S
   Certificate, if the specified account is to be credited with a beneficial
   interest in the Regulation S Global Security, in either case satisfactory to
   the Security Registrar and the Trustee and duly executed by such Holder or
   his attorney duly authorized in writing, then the Security Registrar, subject
   to Clause (b)(iv) below, shall cancel such Security (and issue a new Security
   in respect of any untransferred portion thereof) and increase the principal
   amount of the Restricted Global Security or the Regulation S Global Security,
   as the case may be, by the specified principal amount, both as provided in
   Section 305(a).

      (c) Securities Act Legends. Restricted Securities and their Successor
Securities shall bear a Restricted Securities Legend, and the Regulation S
Securities and their Successor Securities shall bear a Regulation S Legend,
subject to the following:

      (i) subject to the following Clauses of this Section 305(c), a Security or
   any portion thereof which is exchanged, upon transfer or otherwise, for a
   Global Security or any portion thereof shall bear the Securities Act Legend
   borne by such Global Security while represented thereby;

      (ii) subject to the following Clauses of this Section 305(c), a new
   Security which is not a Global Security and is issued in exchange for another
   Security (including a Global Security) or any portion thereof, upon transfer
   or otherwise, shall bear the Securities Act Legend borne by such other
   Security, provided that, if such new Security is required pursuant to Section
   305(b)(v) to be issued in the form of a Restricted Security, it shall bear a
   Restricted Securities Legend and, if such new Security is so required to be
   issued in the form of a Regulation S Security, it shall bear a Regulation S
   Legend;

      (iii)  Registered Securities shall not bear a Securities Act Legend;

      (iv) at any time after the Securities may be freely transferred without
   registration under the Securities Act or without being subject to transfer
   restrictions pursuant to the Securities Act, a new Security which does not
   bear a Securities Act Legend may be issued in exchange for or in lieu of a
   Security (other than a Global Security) or any portion thereof which bears
   such a legend if the Security Registrar has received an Unrestricted
   Securities Certificate, satisfactory to the Security Registrar and the
   Trustee


                                      -34-
<PAGE>   37
   and duly executed by the Holder of such legended Security or his attorney
   duly authorized in writing, and after such date and receipt of such
   certificate, the Trustee shall authenticate and deliver such a new Security
   in exchange for or in lieu of such other Security as provided in this Article
   Three;

       (v) a new Security which does not bear a Securities Act Legend may be
   issued in exchange for or in lieu of a Security (other than a Global
   Security) or any portion thereof which bears such a legend if, in the
   Company's judgment, placing such a legend upon such new Security is not
   necessary to ensure compliance with the registration requirements of the
   Securities Act, and the Trustee, at the direction of the Company, shall
   authenticate and deliver such a new Security as provided in this Article
   Three; and

      (vi) notwithstanding the foregoing provisions of this Section 305(c), a
   Successor Security of a Security that does not bear a particular form of
   Securities Act Legend shall not bear such form of legend unless the Company
   has reasonable cause to believe that such Successor Security is a "restricted
   security" within the meaning of Rule 144, in which case the Trustee, at the
   direction of the Company, shall authenticate and deliver a new Security
   bearing a Restricted Securities Legend in exchange for such Successor
   Security as provided in this Article Three.

SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.

      If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

      In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

      Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.


                                      -35-
<PAGE>   38
      Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.


SECTION 307.   Payment of Interest; Interest Rights Preserved.

      Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

      Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
      the Persons in whose names the Securities of such series (or their
      respective Predecessor Securities) are registered at the close of business
      on a Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security of such series and the date of the proposed payment, and
      at the same time the Company shall deposit with the Trustee an amount of
      money equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements satisfactory to the Trustee
      for such deposit prior to the date of the proposed payment, such money
      when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this Clause provided. Thereupon the
      Trustee shall fix a Special Record Date for the payment of such Defaulted
      Interest which shall be not more than 15 days and not less than 10 days
      prior to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The
      Trustee shall promptly notify the Company of such Special Record Date and,
      in the name and at the expense of the Company, shall cause notice of the
      proposed payment of such Defaulted Interest and the Special Record Date
      therefor to be given to each Holder of Securities of such series in the
      manner set forth in Section 106, not less than 10 days prior to such
      Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so mailed, such
      Defaulted


                                      -36-
<PAGE>   39
      Interest shall be paid to the Persons in whose names the Securities of
      such series (or their respective Predecessor Securities) are registered at
      the close of business on such Special Record Date and shall no longer be
      payable pursuant to the following Clause (2).

         (2) The Company may make payment of any Defaulted Interest on the
      Securities of any series in any other lawful manner not inconsistent with
      the requirements of any securities exchange on which such Securities may
      be listed, and upon such notice as may be required by such exchange, if,
      after notice given by the Company to the Trustee of the proposed payment
      pursuant to this Clause, such manner of payment shall be deemed
      practicable by the Trustee.

      Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.


SECTION 308.   Persons Deemed Owners.

      Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


SECTION 309.   Cancellation.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.


                                      -37-
<PAGE>   40
SECTION 310.   Computation of Interest.

      Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401.   Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

      (1)   either

         (A) all Securities theretofore authenticated and delivered (other than
      (i) Securities which have been destroyed, lost or stolen and which have
      been replaced or paid as provided in Section 306 and (ii) Securities for
      whose payment money has theretofore been deposited in trust or segregated
      and held in trust by the Company and thereafter repaid to the Company or
      discharged from such trust, as provided in Section 1003) have been
      delivered to the Trustee for cancellation; or

         (B) all such Securities not theretofore delivered to the Trustee for
      cancellation

             (i)  have become due and payable, or

            (ii)  will become due and payable at their Stated Maturity within
         one year, or

            (iii) are to be called for redemption within one year under
         arrangements satisfactory to the Trustee for the giving of notice of
         redemption by the Trustee in the name, and at the expense, of the
         Company,

      and the Company, in the case of (i), (ii) or (iii) above, has deposited or
      caused to be deposited with the Trustee as trust funds in trust for the
      purpose money in an amount sufficient to pay and discharge the entire
      indebtedness on such Securities not theretofore delivered to the Trustee
      for cancellation, for principal and any premium and interest to the date
      of such deposit (in the case of Securities which have become due and
      payable) or to the Stated Maturity or Redemption Date, as the case may be;


                                      -38-
<PAGE>   41
      (2) the Company has paid or caused to be paid all other sums payable
   hereunder by the Company; and

      (3) the Company has delivered to the Trustee an Officers' Certificate and
   an Opinion of Counsel, each stating that all conditions precedent herein
   provided for relating to the satisfaction and discharge of this Indenture
   have been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.


SECTION 402.   Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES


SECTION 501.   Events of Default.

      "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

      (1) default in the payment of any interest upon any Security of that
   series when it becomes due and payable, and continuance of such default for a
   period of 30 days; or

      (2) default in the payment of the principal of or any premium on any
   Security of that series at its Maturity; or

      (3) default in the deposit of any sinking fund payment, when and as due by
   the terms of a Security of that series; or


                                      -39-
<PAGE>   42
      (4) default in the performance, or breach, of any covenant or warranty of
   the Company in this Indenture (other than a covenant or warranty a default in
   whose performance or whose breach is elsewhere in this Section specifically
   dealt with or which has expressly been included in this Indenture solely for
   the benefit of series of Securities other than that series), and continuance
   of such default or breach for a period of 60 days after there has been given,
   by registered or certified mail, to the Company by the Trustee or to the
   Company and the Trustee by the Holders of at least 10% in principal amount of
   the Outstanding Securities of that series a written notice specifying such
   default or breach and requiring it to be remedied and stating that such
   notice is a "Notice of Default" hereunder; or

      (5) a default under any bond, debenture, note or other evidence of
   indebtedness for money borrowed by the Company (including a default with
   respect to Securities of any series other than that series) having an
   aggregate principal amount outstanding of at least $50,000,000, or under any
   mortgage, indenture or instrument (including this Indenture) under which
   there may be issued or by which there may be secured or evidenced any
   indebtedness for money borrowed by the Company having an aggregate principal
   amount outstanding of at least $50,000,000, whether such indebtedness now
   exists or shall hereafter be created, which default shall have resulted in
   such indebtedness becoming or being declared due and payable prior to the
   date on which it would otherwise have become due and payable, without such
   acceleration having been rescinded or annulled, within a period of 10 days
   after there shall have been given, by registered or certified mail, to the
   Company by the Trustee or to the Company and the Trustee by the Holders of at
   least 10% in principal amount of the Outstanding Securities of that series a
   written notice specifying such default and requiring the Company to cause
   such indebtedness to be discharged or cause such acceleration to be rescinded
   or annulled, as the case may be, and stating that such notice is a "Notice of
   Default" hereunder; provided, however, that, subject to the provisions of
   Sections 601 and 602, the Trustee shall not be deemed to have knowledge of
   such default unless either (A) a Responsible Officer of the Trustee shall
   have actual knowledge of such default or (B) the Trustee shall have received
   written notice thereof from the Company, from any Holder, from the holder of
   any such indebtedness or from the trustee under any such mortgage, indenture
   or other instrument; or

      (6) the entry by a court having jurisdiction in the premises of (A) a
   decree or order for relief in respect of the Company in an involuntary case
   or proceeding under any applicable Federal or State bankruptcy, insolvency,
   reorganization or other similar law or (B) a decree or order adjudging the
   Company a bankrupt or insolvent, or approving as properly filed a petition
   seeking reorganization, arrangement, adjustment or composition of or in
   respect of the Company under any applicable Federal or State law, or
   appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
   or other similar official of the Company or of any substantial part of its
   property, or ordering the winding up or liquidation of its affairs, and the
   continuance of any such decree or order for relief or any such other decree
   or order unstayed and in effect for a period of 60 consecutive days; or


                                      -40-
<PAGE>   43
      (7) the commencement by the Company of a voluntary case or proceeding
   under any applicable Federal or State bankruptcy, insolvency, reorganization
   or other similar law or of any other case or proceeding to be adjudicated a
   bankrupt or insolvent, or the consent by it to the entry of a decree or order
   for relief in respect of the Company in an involuntary case or proceeding
   under any applicable Federal or State bankruptcy, insolvency, reorganization
   or other similar law or to the commencement of any bankruptcy or insolvency
   case or proceeding against it, or the filing by it of a petition or answer or
   consent seeking reorganization or relief under any applicable Federal or
   State law, or the consent by it to the filing of such petition or to the
   appointment of or taking possession by a custodian, receiver, liquidator,
   assignee, trustee, sequestrator or other similar official of the Company or
   of any substantial part of its property, or the making by it of an assignment
   for the benefit of creditors, or the admission by it in writing of its
   inability to pay its debts generally as they become due, or the taking of
   corporate action by the Company in furtherance of any such action; or

      (8) any other Event of Default provided with respect to Securities of that
series.


SECTION 502.   Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(6)
or 501 (7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

      At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

      (1) the Company has paid or deposited with the Trustee a sum sufficient to
   pay

         (A)   all overdue interest on all Securities of that series,


                                      -41-
<PAGE>   44
         (B) the principal of (and premium, if any, on) any Securities of that
      series which have become due otherwise than by such declaration of
      acceleration and any interest thereon at the rate or rates prescribed
      therefor in such Securities,

         (C) to the extent that payment of such interest is lawful, interest
      upon overdue interest at the rate or rates prescribed therefor in such
      Securities, and

         (D) all sums paid or advanced by the Trustee hereunder and the
      reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel;

   and

      (2) all Events of Default with respect to Securities of that series, other
   than the non- payment of the principal of Securities of that series which
   have become due solely by such declaration of acceleration, have been cured
   or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.


SECTION 503.   Collection of Indebtedness and Suits for Enforcement by Trustee.

      The Company covenants that if

      (1) default is made in the payment of any interest on any Security when
   such interest becomes due and payable and such default continues for a period
   of 30 days, or

      (2) default is made in the payment of the principal of (or premium, if
   any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

      If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.


                                      -42-
<PAGE>   45
SECTION 504.   Trustee May File Proofs of Claim.

      In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

      No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.


SECTION 505.   Trustee May Enforce Claims without Possession of Securities.

      All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.


SECTION 506.   Application of Money Collected.

      Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

      FIRST: To the payment of all amounts due the Trustee under Section 607;
and


                                      -43-
<PAGE>   46
      SECOND: To the payment of the amounts then due and unpaid for principal of
   and any premium and interest on the Securities in respect of which or for the
   benefit of which such money has been collected, ratably, without preference
   or priority of any kind, according to the amounts due and payable on such
   Securities for principal and any premium and interest, respectively.


SECTION 507.   Limitation on Suits.

      No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

      (1) such Holder has previously given written notice to the Trustee of a
   continuing Event of Default with respect to the Securities of that series;

      (2) the Holders of not less than 25% in principal amount of the
   Outstanding Securities of that series shall have made written request to the
   Trustee to institute proceedings in respect of such Event of Default in its
   own name as Trustee hereunder;

      (3) such Holder or Holders have offered to the Trustee reasonable
   indemnity against the costs, expenses and liabilities to be incurred in
   compliance with such request;

      (4) the Trustee for 60 days after its receipt of such notice, request and
   offer of indemnity has failed to institute any such proceeding; and

      (5) no direction inconsistent with such written request has been given to
   the Trustee during such 60-day period by the Holders of a majority in
   principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.


SECTION 508.   Unconditional Right of Holders to Receive Principal,
               Premium and Interest.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the


                                      -44-
<PAGE>   47
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.


SECTION 509.   Restoration of Rights and Remedies.

      If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


SECTION 510.   Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


SECTION 511.   Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.


SECTION 512.   Control by Holders.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

      (1) such direction shall not be in conflict with any rule of law or with
this Indenture,


                                      -45-
<PAGE>   48
      (2) such direction is not unduly prejudicial to the rights of the Holders,

      (3) such direction will not involve the Trustee in personal liability or
   expense for which the Trustee has not received a satisfactory indemnity, and

      (4) the Trustee may take any other action deemed proper by the Trustee
   which is not inconsistent with such direction.


SECTION 513.   Waiver of Past Defaults.

      The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series by notice to the Trustee may on behalf of
the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default

      (1) in the payment of the principal of or any premium or interest on any
   Security of such series, or

      (2) in respect of a covenant or provision hereof which under Article Nine
   cannot be modified or amended without the consent of the Holder of each
   Outstanding Security of such series affected.

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.


SECTION 514.   Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.


SECTION 515.   Waiver of Usury, Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and


                                      -46-
<PAGE>   49
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


                                   ARTICLE SIX

                                   THE TRUSTEE


SECTION 601.   Certain Duties and Responsibilities.

      The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

      (1) Except during the continuance of an Event of Default,

            (A) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (B) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture; but
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform to the requirements of this Indenture.

      (2) In the case of an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.


                                      -47-
<PAGE>   50
SECTION 602.   Notice of Defaults.

      If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.


SECTION 603.   Certain Rights of Trustee.

      Subject to the provisions of Section 601:

      (1) the Trustee may rely and shall be protected in acting or refraining
   from acting upon any resolution, certificate, statement, instrument, opinion,
   report, notice, request, direction, consent, order, bond, debenture, note,
   other evidence of indebtedness or other paper or document believed by it to
   be genuine and to have been signed or presented by the proper party or
   parties;

      (2) any request or direction of the Company mentioned herein shall be
   sufficiently evidenced by a Company Request or Company Order, and any
   resolution of the Board of Directors shall be sufficiently evidenced by a
   Board Resolution;

      (3) whenever in the administration of this Indenture the Trustee shall
   deem it desirable that a matter be proved or established prior to taking,
   suffering or omitting any action hereunder, the Trustee (unless other
   evidence be herein specifically prescribed) may, in the absence of bad faith
   on its part, rely upon an Officers' Certificate;

      (4) the Trustee may consult with counsel and the written advice of such
   counsel or any Opinion of Counsel shall be full and complete authorization
   and protection in respect of any action taken, suffered or omitted by it
   hereunder in good faith and in reliance thereon;

      (5) the Trustee shall be under no obligation to exercise any of the rights
   or powers vested in it by this Indenture at the request or direction of any
   of the Holders pursuant to this Indenture, unless such Holders shall have
   offered to the Trustee reasonable security or indemnity against the costs,
   expenses and liabilities which might be incurred by it in compliance with
   such request or direction;

      (6) the Trustee shall not be bound to make any investigation into the
   facts or matters stated in any resolution, certificate, statement,
   instrument, opinion, report, notice, request, direction, consent, order,
   bond, debenture, note, other evidence of indebtedness or other paper or
   document, but the Trustee, in its discretion, may make such further inquiry
   or investigation into such facts or matters as it may see fit, and, if the
   Trustee shall


                                      -48-
<PAGE>   51
   determine to make such further inquiry or investigation, it shall be entitled
   to examine the books, records and premises of the Company, personally or by
   agent or attorney; and

      (7) the Trustee may execute any of the trusts or powers hereunder or
   perform any duties hereunder either directly or by or through agents or
   attorneys and the Trustee shall not be responsible for any misconduct or
   negligence on the part of any agent or attorney appointed with due care by it
   hereunder.

SECTION 604.   Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


SECTION 605.   May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.


SECTION 606.   Money Held in Trust.

      Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.


SECTION 607.   Compensation and Reimbursement.

      The Company agrees

      (1) to pay to the Trustee from time to time reasonable compensation for
   all services rendered by it hereunder (which compensation shall not be
   limited by any provision of law in regard to the compensation of a trustee of
   an express trust);

      (2) except as otherwise expressly provided herein, to reimburse the
   Trustee upon its request for all reasonable expenses, disbursements and
   advances incurred or made by the Trustee in accordance with any provision of
   this Indenture (including the reasonable compensation and the expenses and
   disbursements of its agents and counsel), except any


                                      -49-
<PAGE>   52
   such expense, disbursement or advance as may be attributable to its
   negligence or bad faith; and

      (3) to indemnify the Trustee for, and to hold it harmless against, any
   loss, liability or expense incurred without negligence or bad faith on its
   part, arising out of or in connection with the acceptance or administration
   of the trust or trusts hereunder, including the costs and expenses of
   defending itself against any claim or liability in connection with the
   exercise or performance of any of its powers or duties hereunder (including
   the reasonable fees and disbursements of counsel).

            To secure the Company's payment obligations in this Section, the
   Trustee shall have a lien prior to the Securities on all money or property
   held or collected by the Trustee, except that held in trust for the benefit
   of Holders of Securities to pay principal and interest on particular
   Securities.

             Without prejudice to its rights hereunder, when the Trustee incurs
   expenses or renders services after an Event of Default specified in Section
   501(6) or 501(7) occurs, the expenses and the compensation for the services
   are intended to constitute expenses of administration under applicable
   federal or state bankruptcy, insolvency, reorganization or other similar law.


SECTION 608.   Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.


SECTION 609.   Corporate Trustee Required; Eligibility.

      There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


                                      -50-
<PAGE>   53
SECTION 610.   Resignation and Removal; Appointment of Successor.

      No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

      The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

      The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

      If at any time:

      (1) the Trustee shall fail to comply with Section 608 after written
   request therefor by the Company or by any Holder who has been a bona fide
   Holder of a Security for at least six months, or

      (2) the Trustee shall cease to be eligible under Section 609 and shall
   fail to resign after written request therefor by the Company or by any such
   Holder, or

      (3) the Trustee shall become incapable of acting or shall be adjudged a
   bankrupt or insolvent or a receiver of the Trustee or of its property shall
   be appointed or any public officer shall take charge or control of the
   Trustee or of its property or affairs for the purpose of rehabilitation,
   conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

      If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the


                                      -51-
<PAGE>   54
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

      The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


SECTION 611.   Acceptance of Appointment by Successor.

      In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. The successor Trustee shall mail notice
of its succession to the Holders.

      In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or


                                      -52-
<PAGE>   55
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co- trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee;
and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

      No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.


SECTION 612.   Merger, Conversion, Consolidation or Succession to Business.

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee (including the trust created by this Indenture), shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


SECTION 613.   Preferential Collection of Claims against Company.

      If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


                                      -53-
<PAGE>   56
SECTION 614.   Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

      The Trustee hereby initially appoints U.S. Bank Trust National Association
as an Authenticating Agent. The Company hereby deems U.S. Bank Trust National
Association an acceptable Authenticating Agent.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent (including the
authenticating agency contemplated by this Indenture), shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to


                                      -54-
<PAGE>   57
which such Authenticating Agent will serve. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

      The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

      If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

      This is one of the Securities of the series designated therein referred to
in the within- mentioned Indenture.


                                     United States Trust Company of New York,
                                                                   As Trustee



                                    By......................................,
                                                      As Authenticating Agent



                                    By.......................................
                                                         Authorized Signature



                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701.   Company to Furnish Trustee Names and Addresses of Holders.

      The Company will furnish or cause to be furnished to the Trustee

      (1) not more than 15 days after each Regular Record Date, a list, in such
   form as the Trustee may reasonably require, of the names and addresses of the
   Holders of Securities of each series as of the preceding Regular Record Date,
   and


                                      -55-
<PAGE>   58
      (2) at such other times as the Trustee may request in writing, within 30
   days after the receipt by the Company of any such request, a list of similar
   form and content as of a date not more than 15 days prior to the time such
   list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar or Co-Security Registrar, as applicable.


SECTION 702.   Preservation of Information; Communications to Holders.

      The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar or Co-Security Registrar, as applicable. The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

      The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

      Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.


SECTION 703.   Reports by Trustee.

      The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

      A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.


SECTION 704.   Reports by Company.

      The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be


                                      -56-
<PAGE>   59
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


SECTION 801.   Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

      (1) in case the Company shall consolidate with or merge into another
   Person or convey, transfer or lease its properties and assets substantially
   as an entirety to any Person, the Person formed by such consolidation or into
   which the Company is merged or the Person which acquires by conveyance or
   transfer, or which leases, the properties and assets of the Company
   substantially as an entirety shall be a corporation, partnership or trust,
   shall be organized and validly existing under the laws of the United States
   of America, any State thereof or the District of Columbia and shall expressly
   assume, by an indenture supplemental hereto, executed and delivered to the
   Trustee, in form satisfactory to the Trustee, the due and punctual payment of
   the principal of and any premium and interest on all the Securities and the
   performance or observance of every covenant of this Indenture on the part of
   the Company to be performed or observed;

      (2) immediately after giving effect to such transaction and treating any
   indebtedness which becomes an obligation of the Company or any Subsidiary as
   a result of such transaction as having been incurred by the Company or such
   Subsidiary at the time of such transaction, no Event of Default, and no event
   which, after notice or lapse of time or both, would become an Event of
   Default, shall have happened and be continuing;

      (3) if, as a result of any such consolidation or merger or such
   conveyance, transfer or lease, properties or assets of the Company would
   become subject to a mortgage, pledge, lien, security interest or other
   encumbrance which would not be permitted by this Indenture, the Company or
   such successor Person, as the case may be, shall take such steps as shall be
   necessary effectively to secure the Securities equally and ratably with (or
   prior to) all indebtedness secured thereby; and

      (4) the Company has delivered to the Trustee an Officers' Certificate and
   an Opinion of Counsel, each stating that such consolidation, merger,
   conveyance, transfer or lease and, if a supplemental indenture is required in
   connection with such transaction, such


                                      -57-
<PAGE>   60
   supplemental indenture comply with this Article and that all conditions
   precedent herein provided for relating to such transaction have been complied
   with.


SECTION 802.   Successor Substituted.

      Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


SECTION 901.   Supplemental Indentures without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

      (1) to evidence the succession of another Person to the Company and the
   assumption by any such successor of the covenants of the Company herein and
   in the Securities; or

      (2) to add to the covenants of the Company for the benefit of the Holders
   of all or any series of Securities (and if such covenants are to be for the
   benefit of less than all series of Securities, stating that such covenants
   are expressly being included solely for the benefit of such series) or to
   surrender any right or power herein conferred upon the Company; or

      (3) to add any additional Events of Default for the benefit of the Holders
   of all or any series of Securities (and if such additional Events of Default
   are to be for the benefit of less than all series of Securities, stating that
   such additional Events of Default are expressly being included solely for the
   benefit of such series); or

      (4) to add to or change any of the provisions of this Indenture to such
   extent as shall be necessary to permit or facilitate the issuance of
   Securities in bearer form, registrable


                                      -58-
<PAGE>   61
   or not registrable as to principal, and with or without interest coupons, or
   to permit or facilitate the issuance of Securities in uncertificated form; or

      (5) to add to, change or eliminate any of the provisions of this Indenture
   in respect of one or more series of Securities, provided that any such
   addition, change or elimination (A) shall neither (i) apply to any Security
   of any series created prior to the execution of such supplemental indenture
   and entitled to the benefit of such provision nor (ii) modify the rights of
   the Holder of any such Security with respect to such provision or (B) shall
   become effective only when there is no such Security Outstanding; or

      (6) to secure the Securities; or

      (7) to establish the form or terms of Securities of any series as
   permitted by Sections 201 and 301; or

      (8) to evidence and provide for the acceptance of appointment hereunder by
   a successor Trustee with respect to the Securities of one or more series and
   to add to or change any of the provisions of this Indenture as shall be
   necessary to provide for or facilitate the administration of the trusts
   hereunder by more than one Trustee, pursuant to the requirements of Section
   611; or

      (9) to cure any ambiguity, to correct or supplement any provision herein
   which may be defective or inconsistent with any other provision herein, or to
   make any other provisions with respect to matters or questions arising under
   this Indenture, provided that such action pursuant to this Clause (9) shall
   not adversely affect the interests of the Holders of Securities of any
   series.


SECTION 902.   Supplemental Indentures with Consent of Holders.

      With the consent of the Holders of not less than 50% in principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

      (1) change the Stated Maturity of the principal of, or any installment of
   principal of or interest on, any Security, or reduce the principal amount
   thereof or the rate of interest thereon or any premium payable upon the
   redemption thereof, or reduce the amount of the principal of an Original
   Issue Discount Security or any other Security which would be due and payable
   upon a declaration of acceleration of the Maturity thereof pursuant to
   Section 502, or change any Place of Payment where, or the coin or currency in
   which,


                                      -59-
<PAGE>   62
   any Security or any premium or interest thereon is payable, or impair the
   right to institute suit for the enforcement of any such payment on or after
   the Stated Maturity thereof (or, in the case of redemption, on or after the
   Redemption Date), or

      (2) reduce the percentage in principal amount of the Outstanding
   Securities of any series, the consent of whose Holders is required for any
   such supplemental indenture, or the consent of whose Holders is required for
   any waiver (of compliance with certain provisions of this Indenture or
   certain defaults hereunder and their consequences) provided for in this
   Indenture, or

      (3) modify any of the provisions of this Section, Section 513 or Section
   1010, except to increase any such percentage or to provide that certain other
   provisions of this Indenture cannot be modified or waived without the consent
   of the Holder of each Out standing Security affected thereby; provided,
   however, that this clause shall not be deemed to require the consent of any
   Holder with respect to changes in the references to "the Trustee" and
   concomitant changes in this Section and Section 10, or the deletion of this
   proviso, in accordance with the requirements of Sections 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.


SECTION 903.   Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.


SECTION 904.   Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


                                      -60-
<PAGE>   63
SECTION 905.   Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.


SECTION 906.   Reference in Securities to Supplemental Indentures.

      Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


                                   ARTICLE TEN

                                    COVENANTS


SECTION 1001.     Payment of Principal, Premium and Interest.

      The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.


SECTION 1002.     Maintenance of Office or Agency.

      The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any


                                      -61-
<PAGE>   64
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.


SECTION 1003.     Money for Securities Payments to Be Held in Trust.

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

      The Company hereby initially appoints U.S. Bank Trust National
Association, at its office located at 100 Wall Street, Suite 1600, New York, New
York 10005, as a Paying Agent.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.


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<PAGE>   65
      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


SECTION 1004.     Statement by Officers as to Default.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

SECTION 1005.     Existence.

      Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.


SECTION 1006.     Maintenance of Properties.

      The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the


                                      -63-
<PAGE>   66
Company, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders.


SECTION 1007.     Payment of Taxes and Other Claims.

      The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the Principal Property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.


SECTION 1008.     Restrictions on Mortgages and Other Liens.

      (1) The Company will not, nor will it permit any Subsidiary to, issue,
assume or guarantee any Debt secured by a Mortgage upon any Principal Property
of the Company or any Restricted Subsidiary or upon any shares of stock or
indebtedness of any Restricted Subsidiary (whether such Principal Property,
shares of stock or indebtedness is now owned or hereafter acquired) without in
any such case effectively providing, concurrently with the issuance, assumption
or guarantee of any such Debt, that the Securities (together with, if the
Company shall so determine, any other indebtedness of or guaranteed by the
Company of such Restricted Subsidiary ranking equally with the Securities then
existing or thereafter created) shall be secured equally and ratably with such
Debt; provided, however, that the foregoing restrictions shall not apply to

            (A) Mortgages on property, shares of stock or indebtedness of or
   guaranteed by any corporation existing at the time such corporation becomes a
   Restricted Subsidiary;

            (B) Mortgages on property existing at the time of acquisition of
   such property by the Company or a Restricted Subsidiary, or Mortgages to
   secure the payment of all or any part of the purchase price of such property
   upon the acquisition of such property by the Company or a Restricted
   Subsidiary or to secure any Debt incurred or guaranteed by the Company or a
   Restricted Subsidiary prior to, at the time of, or within 120 days after the
   later of the acquisition, completion of construction (including any
   improvements on an existing property) or commencement of full operation of
   such property, which Debt is incurred or guaranteed for the purpose of
   financing all or any part of the purchase price thereof or construction or
   improvements thereon; provided, however, that in the case of any such
   acquisition, construction or improvement the Mortgage shall not apply to any
   property theretofore owned by the Company or a Restricted Subsidiary, other
   than, in the case of any such construction or improvement, any theretofore
   unimproved real property on which the property so constructed, or the
   improvement, is located;


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<PAGE>   67
            (C) Mortgages securing Debt of a Restricted Subsidiary owing to the
   Company or to another Restricted Subsidiary;

            (D) Mortgages on property of a corporation existing at the time such
   corporation is merged into or consolidated with the Company or a Restricted
   Subsidiary or at the time of a purchase, lease or other acquisition of the
   property of a corporation or firm as an entirety or substantially as an
   entirety by the Company or a Restricted Subsidiary.

            (E) Mortgages on property of the Company or a Restricted Subsidiary
   in favor of the United States of America or any State thereof, or any
   department, agency or instrumentality or political subdivision of the United
   States of America or any State thereof, or in favor of any other country, or
   any political subdivision thereof, to secure partial, progress, advance or
   other payments pursuant to any contract or statute or to secure any
   indebtedness incurred or guaranteed for the purpose of financing all or any
   part of the purchase price or the cost of construction of the property
   subject to such Mortgages (including, but not limited to, Mortgages incurred
   in connection with pollution control, industrial revenue bond or similar
   financings);

            (F) Mortgages on property existing on the date of this Indenture;
   and

            (G) any extension, renewal or replacement (or successive extensions,
   renewals or replacements) in whole or in part of any Mortgage referred to in
   the foregoing clauses (A) to (F), inclusive; provided, however, that the
   principal amount of Debt secured thereby shall not exceed the principal
   amount of Debt so secured at the time of such extension, renewal or
   replacement, and that such extension, renewal or replacement shall be limited
   to all or part of the property which secured the Mortgage so extended,
   renewed or replaced (plus improvements and construction on such property).

      (2) Notwithstanding the foregoing provisions of this Section 1008, the
Company and any one or more Subsidiaries may issue, assume or guarantee Debt
secured by a Mortgage which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with all other Debt of the
Company and its Restricted Subsidiaries which (if originally issued, assumed or
guaranteed at such time) would otherwise be subject to the foregoing
restrictions (not including Debt permitted to be secured under clauses (A)
through (G) above), does not at the time exceed 10% of the shareholders' equity
of the Company and its consolidated Subsidiaries, as shown on the audited
consolidated financial statements of the Company as of the end of the fiscal
year preceding the date of determination.


SECTION 1009.     Restriction on Sales and Leasebacks.

      The Company will not, nor will it permit any Restricted Subsidiary to,
enter into any arrangement with any Person providing for the leasing by the
Company or any Restricted Subsidiary of any Principal Property of the Company or
any Restricted Subsidiary, whether such Principal Property is now owned or
hereafter acquired (except for leases for a term of not more than three years,
except for leases between the Company and a Restricted


                                      -65-
<PAGE>   68
Subsidiary or between Restricted Subsidiaries and except for leases of a
Principal Property entered into within 120 days after the later of the
acquisition, completion of construction or commencement of full operation of
such Principal Property), which Principal Property has been or is to be
transferred by the Company or such Restricted Subsidiary to such Person (herein
referred to as a "Sale and Leaseback Transaction"), unless

            (A) the Company or such Restricted Subsidiary would be entitled,
   pursuant to the provisions of Section 1008, to issue, assume or guarantee
   Debt secured by a Mortgage upon such Principal Property at least equal in
   amount to the Attributable Debt in respect of such Sale and Leaseback
   Transaction without equally and ratably securing the Securities; provided,
   however, that from and after the date on which such Sale and Leaseback
   Transaction becomes effective, the Attributable Debt in respect of such Sale
   and Leaseback Transaction, shall be deemed for all purposes under Sections
   1008 and 1009 to be Debt subject to the provisions of Section 1008; or

            (B) the Company shall apply an amount in cash equal to the
   Attributable Debt in respect of such Sale and Leaseback Transaction to the
   retirement (other than any mandatory retirement or by way of payment at
   maturity), within 90 days of the effective date of any such Sale and
   Leaseback Transaction, of Debt of the Company or any Restricted Subsidiary
   (other than Debt owned by the Company or any Restricted Subsidiary and other
   than Debt of the Company which is subordinated to the Securities) which by
   its terms matures at, or is extendable or renewable at the sole option of the
   obligor without requiring the consent of the obligee to, a date more than
   twelve months after the date of the creation of such Debt.


SECTION 1010.     Waiver of Certain Covenants.

      Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such series and in Sections
1008 or 1009 if before the time for such compliance the Holders of at least 50%
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


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<PAGE>   69
                                         ARTICLE ELEVEN

                                    REDEMPTION OF SECURITIES


SECTION 1101. Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.


SECTION 1102. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed, and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.


SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.




                                      -67-
<PAGE>   70
         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.


SECTION 1104. Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

         All notices of redemption shall state:

         (1) the Redemption Date,

         (2) the Redemption Price,

         (3) if less than all the Outstanding Securities of any series
     consisting of more than a single Security are to be redeemed, the
     identification (and, in the case of partial redemption of any such
     Securities, the principal amounts) of the particular Securities to be
     redeemed and, if less than all the Outstanding Securities of any series
     consisting of a single Security are to be redeemed, the principal amount of
     the particular Security to be redeemed,

         (4) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date,

         (5) the place or places where each such Security is to be surrendered
     for payment of the Redemption Price, and

         (6) that the redemption is for a sinking fund, if such is the case.



                                      -68-
<PAGE>   71
         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.


SECTION 1105. Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.


SECTION 1106. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.


SECTION 1107. Securities Redeemed in Part.

      Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.




                                      -69-
<PAGE>   72
                                 ARTICLE TWELVE

                                  SINKING FUNDS


SECTION 1201. Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.


SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.


SECTION 1203. Redemption of Securities for Sinking Fund.

         Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the



                                      -70-
<PAGE>   73
manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.


SECTION 1302. Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.




                                      -71-
<PAGE>   74
SECTION 1303. Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801, Sections
1004 through 1009, inclusive, and any covenants provided pursuant to Section
301(18), 901(2) or 901(7) for the benefit of the Holders of such Securities, and
(2) the occurrence of any event specified in Sections 501(4) (with respect to
any of Section 801, Sections 1004 through 1009, inclusive, and any such
covenants provided pursuant to Section 301(18), 901(2) or 901(7)), and 501(5)
through 501(8) shall be deemed not to be or result in an Event of Default, in
each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(4)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.


SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be:

         (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee which satisfies the
     requirements contemplated by Section 609 and agrees to comply with the
     provisions of this Article applicable to it) as trust funds in trust for
     the purpose of making the following payments, specifically pledged as
     security for, and dedicated solely to, the benefits of the Holders of such
     Securities, (A) money in an amount, or (B) U.S. Government Obligations
     which through the scheduled payment of principal and interest in respect
     thereof in accordance with their terms will provide, not later than one day
     before the due date of any payment, money in an amount, or (C) a
     combination thereof, in each case sufficient, in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or any such other
     qualifying trustee) to pay and discharge, (i) the principal of and any
     premium and interest on such Securities on the respective Stated Maturities
     and (ii) any mandatory sinking fund payments or analogous payments
     applicable to the Outstanding Securities of such series on the day on which
     such payments are due and payable, in accordance with the terms of this
     Indenture and such Securities. As used herein, "U.S. Government Obligation"
     means (x) any security which is (i) a direct obligation of the United
     States of America for the payment of which the full faith and credit of the
     United States of America is pledged or (ii) an obligation of a Person
     controlled or supervised by and acting as an agency or instrumentality of
     the


                                      -72-
<PAGE>   75
     United States of America the payment of which is unconditionally guaranteed
     as a full faith and credit obligation by the United States of America,
     which, in either case (i) or (ii), is not callable or redeemable at the
     option of the issuer thereof, and (y) any depositary receipt issued by a
     bank (as defined in Section 3(a)(2) of the Securities Act) as custodian
     with respect to any U.S. Government Obligation which is specified in Clause
     (x) above and held by such bank for the account of the holder of such
     depositary receipt, or with respect to any specific payment of principal of
     or interest on any U.S. Government Obligation which is so specified and
     held, provided that (except as required by law) such custodian is not
     authorized to make any deduction from the amount payable to the holder of
     such depositary receipt from any amount received by the custodian in
     respect of the U.S. Government Obligation or the specific payment of
     principal or interest evidenced by such depositary receipt.

         (2) In the event of an election to have Section 1302 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (A)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or (B) since the date of this instrument, there
     has been a change in the applicable Federal income tax law, in either case
     (A) or (B) to the effect that, and based thereon such opinion shall confirm
     that, the Holders of such Securities will not recognize gain or loss for
     Federal income tax purposes as a result of the deposit, Defeasance and
     discharge to be effected with respect to such Securities and will be
     subject to Federal income tax on the same amount, in the same manner and at
     the same times as would be the case if such deposit, Defeasance and
     discharge were not to occur.

         (3) In the event of an election to have Section 1303 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect
     that the Holders of such Securities will not recognize gain or loss for
     Federal income tax purposes as a result of the deposit and Covenant
     Defeasance to be effected with respect to such Securities and will be
     subject to Federal income tax on the same amount, in the same manner and at
     the same times as would be the case if such deposit and Covenant Defeasance
     were not to occur.

         (4) Such Defeasance or Covenant Defeasance shall not cause any
     Securities of such series then listed on any registered national securities
     exchange under the Securities Exchange Act of 1934, as amended, to be
     delisted.

         (5) No event which is, or after notice or lapse of time or both would
     become, an Event of Default with respect to such Securities shall have
     occurred and be continuing at the time of such deposit or, with regard to
     any such event specified in Sections 501(6) and (7), at any time on or
     prior to the 90th day after the date of such deposit (it being understood
     that this condition shall not be deemed satisfied until after such 90th
     day).

         (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee
     to have a conflicting interest as defined in Section 608 and within the
     meaning of the Trust Indenture Act (assuming all Securities are in default
     within the meaning of such Act).


                                      -73-
<PAGE>   76
         (7) Such Defeasance or Covenant Defeasance shall not result in a breach
     or violation of, or constitute a default under, any other agreement or
     instrument to which the Company is a party or by which it is bound.

         (8) Such Defeasance or Covenant Defeasance shall not result in the
     trust arising from such deposit constituting an investment company within
     the meaning of the Investment Company Act unless such trust shall be
     registered under such Act or exempt from registration thereunder.

         (9) The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent with respect to such Defeasance or Covenant Defeasance have been
     complied with.


SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in
              Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.




                                      -74-
<PAGE>   77
SECTION 1306. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.


                                      -75-
<PAGE>   78
         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


                                         V.F. CORPORATION


                                         By: /s/ Mackey J. McDonald
                                            --------------------------
                                               Mackey J. McDonald
                                               Chairman, President and Chief
                                               Executive Officer


                                         By: /s/ Frank C. Pickard III
                                            --------------------------
                                               Frank C. Pickard III
                                               Vice President - Treasurer



                                         UNITED STATES TRUST COMPANY
                                         OF NEW YORK


                                         By: /s/ Thomas Musarra
                                            --------------------------
                                               Thomas Musarra
                                               Senior Vice President




                                      -76-
<PAGE>   79
STATE OF NORTH CAROLINA  )
                         )  ss.:
COUNTY OF GUILFORD       )


         On the 22nd day of September, 2000, before me personally came Mackey J.
McDonald, to me known, who, being by me duly sworn, did depose and say that he
is Chairman, President and Chief Executive Officer of V.F. Corporation, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.



                                                /s/ Kimberly M. Hilton
                                                --------------------------------
                                                My Commission Expires 10/15/2003




STATE OF NORTH CAROLINA  )
                         )  ss.:
COUNTY OF GUILFORD       )


         On the 22nd day of September, 2000, before me personally came Frank C.
Pickard III, to me known, who, being by me duly sworn, did depose and say that
he is Vice President - Treasurer of V.F. Corporation, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.




                                                /s/ Kimberly M. Hilton
                                                --------------------------------
                                                My Commission Expires 10/15/2003




                                      -77-
<PAGE>   80
STATE OF NEW YORK   )
                    )  ss.:
COUNTY OF NEW YORK  )


         On the 29th day of September, 2000, before me personally came Thomas
Musarra, to me known, who, being by me duly sworn, did depose and say that he is
SVP of The United States Trust Company of New York, the corporation described in
and which executed the foregoing instrument; that he knows the seal of said
trust company; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said trust
company; and that he signed his name thereto by like authority.



                                                           /s/ Thomas Musarra
                                                           ---------------------
                                                           Thomas Musarra
                                                           Senior Vice President

Yvette Feliciano
Notary Public, State of New York
No. 01FE5019091
Qualified in Queens County
Commission Expires October 12, 2001

/s/ Yvette Feliciano (Rivera)
9/29/00



STATE OF NEW YORK   )
                    )  ss.:
COUNTY OF NEW YORK  )


         On the .......... day of September, 2000, before me personally came
 ..........................., to me known, who, being by me duly sworn, did
depose and say that he is .................... of The United States Trust
Company of New York, the corporation described in and which executed the
foregoing instrument; that he knows the seal of said trust company; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said trust company; and that he signed
his name thereto by like authority.



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




                                      -78-
<PAGE>   81
                                                        ANNEX A -- Form of
                                                        Regulation S Certificate


                            REGULATION S CERTIFICATE

                  (For transfers pursuant to Section 305(b)(i)
                                of the Indenture)


U.S. Bank Trust National Association
 as Security Registrar
100 Wall Street, Suite 1600
New York, New York 10005


    Re: Notes due ..... of V.F. Corporation (the "Securities")

         Reference is made to the Indenture, dated as of September 29, 2000 (the
"Indenture"), between V.F. Corporation (the "Company") and the United States
Trust Company of New York, as Trustee. Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933,
as amended (the "Securities Act") are used herein as so defined.

         This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s). ___________________________

         CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Regulation S
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
904 or Rule 144 under the Securities Act and with all applicable


                                       A-1
<PAGE>   82
securities laws of the states of the United States and other jurisdictions.
Accordingly, the Owner hereby further certifies as follows:

         (1) Rule 904 Transfers. If the transfer is being effected in accordance
     with Rule 904:

               (A) the Owner is not a distributor of the Securities, an
         affiliate of the Company or any such distributor or a person acting on
         behalf of any of the foregoing;

               (B) the offer of the Specified Securities was not made to a
         person in the United States;

               (C) either:

                   (i) at the time the buy order was originated, the Transferee
               was outside the United States or the Owner and any person acting
               on its behalf reasonably believed that the Transferee was outside
               the United States, or

                   (ii) the transaction is being executed in, on or through the
               facilities of the Eurobond market, as regulated by the
               Association of International Bond Dealers, or another designated
               offshore securities market and neither the Owner nor any person
               acting on its behalf knows that the transaction has been
               prearranged with a buyer in the United States;

               (D) no directed selling efforts have been made in the United
         States by or on behalf of the Owner or any affiliate thereof;

               (E) if the Owner is a dealer in securities or has received a
         selling concession, fee or other remuneration in respect of the
         Specified Securities, and the transfer is to occur during the
         Restricted Period, then the requirements of Rule 904(c)(1) have been
         satisfied; and

               (F) the transaction is not part of a plan or scheme to evade the
         registration requirements of the Securities Act.

         (2) Rule 144 Transfers. If the transfer is being effected pursuant to
     Rule 144:

               (A) the transfer is occurring after a holding period of at least
         one year (computed in accordance with paragraph (d) of Rule 144) has
         elapsed since the Specified Securities were last acquired from the
         Company or from an affiliate of the Company, whichever is later, and is
         being effected in accordance with the applicable amount, manner of sale
         and notice requirements of Rule 144; or

               (B) the transfer is occurring after a holding period of at least
         two years has elapsed since the Specified Securities were last acquired
         from the Company or from an affiliate of the Company, whichever is
         later, and the Owner is not, and during the preceding three months has
         not been, an affiliate of the Company.



                                       A-2
<PAGE>   83
         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers.



   Dated:
         ------------------------
         (Print the name of the Undersigned,
         as such term is defined in the
         second paragraph of this certificate.)



         By:
            ------------------------
            Name:
            Title:

         (If the Undersigned is a corporation, partnership or fiduciary, the
         title of the person signing on behalf of the Undersigned must be
         stated.)







                                       A-3
<PAGE>   84
                                                   ANNEX B -- Form of Restricted
                                                       Securities Certificate




                        RESTRICTED SECURITIES CERTIFICATE

          (For transfers pursuant to Section 305(b)(ii), (iii) and (v)
                                of the Indenture)



U.S. Bank Trust National Association
  as Security Registrar
100 Wall Street, Suite 1600
New York, New York 10005



    Re: Notes due ..... of V.F. Corporation (the "Securities")

         Reference is made to the Indenture, dated as of September 29, 2000 (the
"Indenture"), between V.F. Corporation (the "Company") and the United States
Trust Company of New York, as Trustee. Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933,
as amended (the "Securities Act") are used herein as so defined.

         This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s). ___________________________

         CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:


                                       B-1
<PAGE>   85
         (1) Rule 144A Transfers. If the transfer is being effected in
     accordance with Rule 144A:

               (A) the Specified Securities are being transferred to a person
         that the Owner and any person acting on its behalf reasonably believe
         is a "qualified institutional buyer" within the meaning of Rule 144A,
         acquiring for its own account or for the account of a qualified
         institutional buyer; and

               (B) the Owner and any person acting on its behalf have taken
         reasonable steps to ensure that the Transferee is aware that the Owner
         may be relying on Rule 144A in connection with the transfer; and

         (2) Rule 144 Transfers. If the transfer is being effected pursuant to
     Rule 144:

               (A) the transfer is occurring after a holding period of at least
         one year (computed in accordance with paragraph (d) of Rule 144) has
         elapsed since the Specified Securities were last acquired from the
         Company or from an affiliate of the Company, whichever is later, and is
         being effected in accordance with the applicable amount, manner of sale
         and notice requirements of Rule 144; or

               (B) the transfer is occurring after a holding period of at least
         two years has elapsed since the Specified Securities were last acquired
         from the Company or from an affiliate of the Company, whichever is
         later, and the Owner is not, and during the preceding three months has
         not been, an affiliate of the Company.


                                       B-2
<PAGE>   86
         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers.



   Dated:
         ------------------------
         (Print the name of the Undersigned,
         as such term is defined in the
         second paragraph of this certificate.)



         By:
            ------------------------
            Name:
            Title:

         (If the Undersigned is a corporation, partnership or fiduciary, the
         title of the person signing on behalf of the Undersigned must be
         stated.)




                                       B-3
<PAGE>   87
                                                 ANNEX C -- Form of Unrestricted
                                                       Securities Certificate



                       UNRESTRICTED SECURITIES CERTIFICATE

        (For removal of Securities Act Legends pursuant to Section 305(c)
                               of the Indenture)


U.S. Bank Trust National Association
  as Security Registrar
100 Wall Street, Suite 1600
New York, New York 10005



   Re: Notes due ..... of V.F. Corporation (the "Securities")

         Reference is made to the Indenture, dated as of September 29, 2000 (the
"Indenture"), between V.F. Corporation (the "Company") and the United States
Trust Company of New York, as Trustee. Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933,
as amended (the "Securities Act") are used herein as so defined.

         This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s). ___________________________

         CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Securities Act Legend pursuant to Section 305(c) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and other
jurisdictions.




                                       C-1
<PAGE>   88
         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers.



   Dated:
         ------------------------
         (Print the name of the Undersigned,
         as such term is defined in the
         second paragraph of this certificate.)



         By:
            ------------------------
            Name:
            Title:

         (If the Undersigned is a corporation, partnership or fiduciary, the
         title of the person signing on behalf of the Undersigned must be
         stated.)




                                       C-2
<PAGE>   89
                                TABLE OF CONTENTS
                                   ----------

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----

<S>                                                                          <C>
PARTIES ..................................................................     1

                             RECITALS OF THE COMPANY

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. Definitions .................................................     1
   Act ...................................................................     2
   Affiliate .............................................................     2
   control ...............................................................     2
   Agent Member ..........................................................     2
   Applicable Procedures .................................................     2
   Attributable Debt .....................................................     2
   Authenticating Agent ..................................................     2
   Board of Directors ....................................................     2
   Board Resolution ......................................................     3
   Business Day ..........................................................     3
   Clearstream ...........................................................     3
   Commission ............................................................     3
   Company ...............................................................     3
   Company Request .......................................................     3
   Company Order .........................................................     3
   Corporate Trust Office ................................................     3
   Covenant Defeasance ...................................................     3
   Debt ..................................................................     3
   Defaulted Interest ....................................................     3
   Defeasance ............................................................     3
   Depositary ............................................................     3
   DTC ...................................................................     4
   Euroclear .............................................................     4
   Event of Default ......................................................     4
   Exchange Act ..........................................................     4
   Exchange Offer ........................................................     4
   Exchange Registration Statement .......................................     4
   Exchange Security .....................................................     4
   Expiration Date .......................................................     4
</TABLE>

- --------------
         NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE>   90
<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----

<S>                                                                          <C>
   Global Security .......................................................     4
   Holder ................................................................     4
   Indenture .............................................................     4
   interest ..............................................................     4
   Interest Payment Date .................................................     4
   Investment Company Act ................................................     5
   Maturity ..............................................................     5
   Mortgage ..............................................................     5
   Notice of Default .....................................................     5
   Officers' Certificate .................................................     5
   Opinion of Counsel ....................................................     5
   Original Issue Discount Security ......................................     5
   Original Securities ...................................................     5
   Outstanding ...........................................................     5
   Paying Agent ..........................................................     6
   Person ................................................................     6
   Place of Payment ......................................................     6
   Predecessor Security ..................................................     6
   Principal Property ....................................................     6
   QIB ...................................................................     7
   Redemption Date .......................................................     7
   Redemption Price ......................................................     7
   Registered Securities .................................................     7
   Regular Record Date ...................................................     7
   Regulation S ..........................................................     7
   Regulation S Certificate ..............................................     7
   Regulation S Global Security ..........................................     7
   Regulation S Legend ...................................................     7
   Regulation S Securities ...............................................     7
   Responsible Officer ...................................................     7
   Restricted Global Security ............................................     7
   Restricted Period .....................................................     7
   Restricted Securities .................................................     8
   Restricted Securities Certificate .....................................     8
   Restricted Securities Legend ..........................................     8
   Restricted Subsidiary .................................................     8
   Rule 144A .............................................................     8
   Rule 144A Securities ..................................................     8
   Securities ............................................................     8
   </TABLE>

- --------------
         NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE>   91
<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----

<S>                                                                          <C>
   Securities Act ........................................................     8
   Securities Act Legend .................................................     8
   Security Register .....................................................     8
   Security Registrar ....................................................     8
   Special Record Date ...................................................     8
   Stated Maturity .......................................................     8
   Subsidiary ............................................................     8
   Successor Security ....................................................     9
   Trust Indenture Act ...................................................     9
   Trustee ...............................................................     9
   U.S. Government Obligation ............................................     9
   Vice President ........................................................     9
SECTION 102. Compliance Certificates and Opinions ........................     9
SECTION 103. Form of Documents Delivered to Trustee ......................    10
SECTION 104. Acts of Holders; Record Dates ...............................    10
SECTION 105. Notices, Etc., to Trustee and Company .......................    13
SECTION 106. Notice to Holders; Waiver ...................................    13
SECTION 107. Conflict with Trust Indenture Act ...........................    13
SECTION 108. Effect of Headings and Table of Contents ....................    14
SECTION 109. Successors and Assigns ......................................    14
SECTION 110. Separability Clause .........................................    14
SECTION 111. Benefits of Indenture .......................................    14
SECTION 112. Governing Law ...............................................    14
SECTION 113. Legal Holidays ..............................................    14

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally .............................................    15
SECTION 202. Form of Face of Security ....................................    16
SECTION 203. Form of Reverse of Security .................................    19
SECTION 204. Form of Legend for Securities ...............................    24
SECTION 205. Form of Trustee's Certificate of Authentication .............    25

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series ........................    25
SECTION 302. Denominations ...............................................    28
</TABLE>

- --------------
         NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE>   92
<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----

<S>                                                                          <C>
SECTION 303. Execution, Authentication, Delivery and Dating ..............    28
SECTION 304. Temporary Securities ........................................    30
SECTION 305. Registration, Registration of Transfer and Exchange; Certain
             Transfers and Exchanges .....................................    30
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities ............    35
SECTION 307. Payment of Interest; Interest Rights Preserved ..............    36
SECTION 308. Persons Deemed Owners .......................................    37
SECTION 309. Cancellation ................................................    37
SECTION 310. Computation of Interest .....................................    38

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture .....................    38
SECTION 402. Application of Trust Money ..................................    39

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default ...........................................    39
SECTION 502. Acceleration of Maturity; Rescission and Annulment ..........    41
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
             Trustee .....................................................    42
SECTION 504. Trustee May File Proofs of Claim ............................    43
SECTION 505. Trustee May Enforce Claims without Possession of Securities..    43
SECTION 506. Application of Money Collected ..............................    43
SECTION 507. Limitation on Suits .........................................    44
SECTION 508. Unconditional Right of Holders to Receive Principal,
             Premium and Interest ........................................    44
SECTION 509. Restoration of Rights and Remedies ..........................    45
SECTION 510. Rights and Remedies Cumulative ..............................    45
SECTION 511. Delay or Omission Not Waiver ................................    45
SECTION 512. Control by Holders ..........................................    45
SECTION 513. Waiver of Past Defaults .....................................    46
SECTION 514. Undertaking for Costs .......................................    46
SECTION 515. Waiver of Usury, Stay or Extension Laws .....................    46
</TABLE>


- --------------
         NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE>   93
<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----

<S>                                                                          <C>
                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities .........................    47
SECTION 602. Notice of Defaults ..........................................    48
SECTION 603. Certain Rights of Trustee ...................................    48
SECTION 604. Not Responsible for Recitals or Issuance of Securities ......    49
SECTION 605. May Hold Securities .........................................    49
SECTION 606. Money Held in Trust .........................................    49
SECTION 607. Compensation and Reimbursement ..............................    49
SECTION 608. Conflicting Interests .......................................    50
SECTION 609. Corporate Trustee Required; Eligibility .....................    50
SECTION 610. Resignation and Removal; Appointment of Successor ...........    51
SECTION 611. Acceptance of Appointment by Successor ......................    52
SECTION 612. Merger, Conversion, Consolidation or Succession to Business..    53
SECTION 613. Preferential Collection of Claims against Company ...........    53
SECTION 614. Appointment of Authenticating Agent .........................    54

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders ...    55
SECTION 702. Preservation of Information; Communications to Holders ......    56
SECTION 703. Reports by Trustee ..........................................    56
SECTION 704. Reports by Company ..........................................    56

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms ........    57
SECTION 802. Successor Substituted .......................................    58

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders ..........    58
SECTION 902. Supplemental Indentures with Consent of Holders .............    59
SECTION 903. Execution of Supplemental Indentures ........................    60
SECTION 904. Effect of Supplemental Indentures ...........................    60
SECTION 905. Conformity with Trust Indenture Act .........................    61
SECTION 906. Reference in Securities to Supplemental Indentures ..........    61
</TABLE>


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         NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE>   94
<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----

<S>                                                                          <C>
                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest .................    61
SECTION 1002. Maintenance of Office or Agency ............................    61
SECTION 1003. Money for Securities Payments to Be Held in Trust ..........    62
SECTION 1004. Statement by Officers as to Default ........................    63
SECTION 1005. Existence ..................................................    63
SECTION 1006. Maintenance of Properties ..................................    63
SECTION 1007. Payment of Taxes and Other Claims ..........................    64
SECTION 1008. Restrictions on Mortgages and Other Liens ..................    64
SECTION 1009. Restriction on Sales and Leasebacks ........................    65
SECTION 1010. Waiver of Certain Covenants ................................    66

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article ...................................    67
SECTION 1102. Election to Redeem; Notice to Trustee ......................    67
SECTION 1103. Selection by Trustee of Securities to Be Redeemed ..........    67
SECTION 1104. Notice of Redemption .......................................    68
SECTION 1105. Deposit of Redemption Price ................................    69
SECTION 1106. Securities Payable on Redemption Date ......................    69
SECTION 1107. Securities Redeemed in Part ................................    69

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. Applicability of Article ...................................    70
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities ......    70
SECTION 1203. Redemption of Securities for Sinking Fund ..................    70

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance    71
SECTION 1302. Defeasance and Discharge ...................................    71
SECTION 1303. Covenant Defeasance ........................................    72
</TABLE>

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         NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE>   95
<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----

<S>                                                                          <C>
SECTION 1304. Conditions to Defeasance or Covenant Defeasance ............    72
SECTION 1305. Deposited Money and U.S. Government Obligations to Be
              Held in Trust; Miscellaneous Provisions ....................    74
SECTION 1306. Reinstatement ..............................................    75

Testimonium ..............................................................    73
Signatures and Seals .....................................................    73
Acknowledgments ..........................................................    74
</TABLE>





- --------------
         NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>w41166ex4-3.txt
<DESCRIPTION>EXCHANGE AND REGISTRATION RIGHTS AGRMT.
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.3


                                V.F. CORPORATION
                        $300,000,000 8.10% NOTES DUE 2005
                        $200,000,000 8.50% NOTES DUE 2010

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                              SEPTEMBER 29, 2000


Goldman, Sachs & Co.,
Salomon Smith Barney, Inc.
 As representatives of the several Purchasers
 named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         V.F. Corporation, a Pennsylvania corporation (the "Company"), proposes
to issue and sell to the Purchasers (as defined herein) upon the terms set forth
in the Purchase Agreement (as defined herein) its $300,000,000 8.10% Notes due
2005 and its $200,000,000 8.50% Notes due 2010. As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company agrees
with the Purchasers for the benefit of holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows:

         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

         "Effectiveness Period" shall have the meaning assigned thereto in
     Section 2(b) hereof.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the
<PAGE>   2
     Shelf Registration Statement effective or as of which the Shelf
     Registration Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "Indenture" shall mean the Indenture, dated as of September 29, 2000,
     between the Company and United States Trust Company of New York, as
     Trustee, as the same shall be amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     September 22, 2000, between the Purchasers and the Company relating to the
     Securities.

         "Purchasers" shall mean the Initial Purchasers named in Schedule I to
     the Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 225-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is


                                       2
<PAGE>   3
     removed by the Company or pursuant to the Indenture; (iv) such Security is
     eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such
     Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" means a period beginning when Exchange Securities are
     first issued in the Exchange Offer and ending upon the earlier of the
     expiration of the 180th day after the Exchange Offer has been completed or
     such time as such broker-dealers no longer own any Registrable Securities.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the $300,000,000 8.10% Notes due
     2005 and the $200,000,000 8.50% Notes due 2010 of the Company to be issued
     and sold to the Purchasers, and securities issued in exchange therefor or
     in lieu thereof pursuant to the Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.


                                       3
<PAGE>   4
          2. Registration Under the Securities Act.

         (a) Except as set forth in Section 2(b) below, the Company agrees to
     file under the Securities Act, as soon as practicable, but no later than 90
     days after the Closing Date, a registration statement relating to an offer
     to exchange (such registration statement, the "Exchange Registration
     Statement", and such offer, the "Exchange Offer") any and all of the
     Securities for a like aggregate principal amount of debt securities issued
     by the Company, which debt securities are substantially identical to the
     Securities (and are entitled to the benefits of a trust indenture that is
     substantially identical to the Indenture or is the Indenture and that has
     been qualified under the Trust Indenture Act), except that they have been
     registered pursuant to an effective registration statement under the
     Securities Act and do not contain provisions for the additional interest
     contemplated in Section 2(c) below (such new debt securities hereinafter
     called "Exchange Securities"). Except as set forth in Section 2(b) below,
     the Company agrees to use its reasonable best efforts to cause the Exchange
     Registration Statement to become effective under the Securities Act as soon
     as practicable, but no later than 180 days after the Closing Date. The
     Exchange Offer will be registered under the Securities Act on the
     appropriate form and will comply with all applicable tender offer rules and
     regulations under the Exchange Act. The Company further agrees to use its
     reasonable best efforts to commence and complete the Exchange Offer
     promptly, but no later than 45 days after such registration statement has
     become effective, hold the Exchange Offer open for at least 30 days and
     exchange Exchange Securities for all Registrable Securities that have been
     properly tendered and not withdrawn on or prior to the expiration of the
     Exchange Offer. The Exchange Offer will be deemed to have been "completed"
     only if the debt securities received by holders other than Restricted
     Holders in the Exchange Offer for Registrable Securities are, upon receipt,
     transferable by each such holder without restriction under the Securities
     Act and the Exchange Act and without material restrictions under the blue
     sky or securities laws of a substantial majority of the States of the
     United States of America. The Exchange Offer shall be deemed to have been
     completed upon the earlier to occur of (i) the Company having exchanged the
     Exchange Securities for all outstanding Registrable Securities pursuant to
     the Exchange Offer and (ii) the Company having exchanged, pursuant to the
     Exchange Offer, Exchange Securities for all Registrable Securities that
     have been properly tendered and not withdrawn before the expiration of the
     Exchange Offer, which shall be on a date that is at least 30 days following
     the commencement of the Exchange Offer. The Company agrees (x) to include
     in the Exchange Registration Statement a prospectus for use in any resales
     by any holder of Exchange Securities that is a broker-dealer and (y) to use
     reasonable best efforts to keep such Exchange Registration Statement
     effective for the Resale Period. With respect to such Exchange Registration
     Statement, such holders shall have the benefit of the rights of
     indemnification and contribution set forth in Sections 6(a), (c), (d) and
     (e) hereof.

         (b) If (i) on or prior to the time the Exchange Offer is completed,
     existing Commission interpretations are changed such that the debt
     securities received by holders other than Restricted Holders in the
     Exchange Offer for Registrable Securities are not or would not be, upon
     receipt, transferable by each such holder without restriction under the
     Securities Act, (ii) the Exchange Offer has not been completed within 225
     days following the Closing Date or (iii) the Exchange Offer is not
     available to any holder of the Securities, the Company shall, in lieu of
     (or, in the case of clause (iii), in addition to) conducting the Exchange
     Offer contemplated by Section 2(a), file under the Securities Act as soon
     as practicable, but no later than 90 days after the time such obligation to
     file arises, a "shelf" registration statement providing for the
     registration of, and the sale on a continuous or delayed basis by the
     holders of, all of the Registrable Securities, pursuant to Rule 415 or any
     similar rule that


                                       4
<PAGE>   5
     may be adopted by the Commission (such filing, the "Shelf Registration" and
     such registration statement, the "Shelf Registration Statement"). The
     Company agrees to use its reasonable best efforts (x) to cause the Shelf
     Registration Statement to become or be declared effective no later than 120
     days after such Shelf Registration Statement is filed and to keep such
     Shelf Registration Statement continuously effective for a period ending on
     the earlier of the second anniversary of the Effective Time or such time as
     there are no longer any Registrable Securities outstanding (the
     "Effectiveness Period"), except as specified in Section 3(h) and 3(i), and
     provided, however, that no holder shall be entitled to be named as a
     selling securityholder in the Shelf Registration Statement or to use the
     prospectus forming a part thereof for resales of Registrable Securities
     unless such holder is an Electing Holder, and (y) after the Effective Time
     of the Shelf Registration Statement, promptly upon the request of any
     holder of Registrable Securities that is not then an Electing Holder, to
     take any action reasonably necessary to enable such holder to use the
     prospectus forming a part thereof for resales of Registrable Securities,
     including, without limitation, any action necessary to identify such holder
     as a selling securityholder in the Shelf Registration Statement, provided,
     however, that nothing in this Clause (y) shall relieve any such holder of
     the obligation to return a completed and signed Notice and Questionnaire to
     the Company in accordance with Section 3(d)(iii) hereof. The Company
     further agrees to supplement or make amendments to the Shelf Registration
     Statement, as and when required by the rules, regulations or instructions
     applicable to the registration form used by the Company for such Shelf
     Registration Statement or by the Securities Act or rules and regulations
     thereunder for shelf registration, and the Company agrees to furnish to
     each Electing Holder copies of any such supplement or amendment prior to
     its being used or promptly following its filing with the Commission.

         (c) In the event that (i) an Exchange Registration Statement or Shelf
     Registration Statement has not become effective or been declared effective
     by the Commission on or before the date on which such registration
     statement is required to become or be declared effective pursuant to
     Section 2(a) or 2(b), respectively, or (ii) the Exchange Offer has not been
     completed on or before 225 days after the Closing Date (if the Exchange
     Offer is then required to be completed pursuant to Section 2 of this
     Agreement), or (iii) any Exchange Registration Statement or Shelf
     Registration Statement required by Section 2(a) or 2(b) hereof is filed and
     declared effective but shall thereafter either be withdrawn by the Company
     or shall become subject to an effective stop order issued pursuant to
     Section 8(d) of the Securities Act suspending the effectiveness of such
     registration statement (except as specifically permitted herein) without
     being succeeded as promptly as practicable by an additional registration
     statement filed and declared effective (each such event referred to in
     clauses (i) through (iii), a "Registration Default" and each period during
     which a Registration Default has occurred and is continuing, a
     "Registration Default Period"), then, as liquidated damages for such
     Registration Default, subject to the provisions of Section 9(b), special
     interest ("Special Interest"), in addition to the Base Interest, shall
     accrue on the principal amount of the Registrable Securities as follows. If
     a Registration Default under clause (i) or (iii) of this Section 2(c) has
     occurred, Special Interest will accrue at an annual rate of 0.25%, from and
     including the date on which such Registration Default occurred to but
     excluding the date on which such Registration Default is cured.
     Additionally, if a Registration Default under clause (ii) of this Section
     2(c) has occurred, Special Interest will accrue at an annual rate of 0.50%
     from and including the date on which such Registration Default occurred to
     but excluding the date on which such Registration Default is cured. At no
     time will the aggregate of any such Special Interest described above accrue
     at an annual rate in excess of 0.50%.



                                       5
<PAGE>   6
         (d) The Company shall use its reasonable best efforts to take all
     actions necessary or advisable to be taken by it to ensure that the
     transactions contemplated herein are effected as so contemplated.

         (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

         3. Registration Procedures.

               If the Company files a registration statement pursuant to Section
2(a) or Section 2(b), the following provisions shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act of 1939.

         (b) In the event that such qualification would require the appointment
     of a new trustee under the Indenture, the Company shall appoint a new
     trustee thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) prepare and file with the Commission, as soon as practicable
          but no later than 90 days after the Closing Date, an Exchange
          Registration Statement on any form which may be utilized by the
          Company and which shall permit the Exchange Offer and resales of
          Exchange Securities by broker-dealers during the Resale Period to be
          effected as contemplated by Section 2(a), and use its best efforts to
          cause such Exchange Registration Statement to become effective as soon
          as practicable thereafter, but no later than 180 days after the
          Closing Date;

               (ii) as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Exchange Registration
          Statement and the prospectus included therein as may be necessary to
          effect and maintain the effectiveness of such Exchange Registration
          Statement for the periods and purposes contemplated in Section 2(a)
          hereof and as may be required by the applicable rules and regulations
          of the Commission and the instructions applicable to the form of such
          Exchange Registration Statement, and promptly provide each
          broker-dealer holding Exchange Securities with such number of copies
          of the prospectus included therein (as then amended or supplemented),
          in conformity in all material respects with the requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder, as such broker-dealer
          reasonably may request prior to the expiration of the Resale Period,
          for use in connection with resales of Exchange Securities;

               (iii) promptly notify each broker-dealer that has requested or
          received copies of the prospectus included in such registration
          statement, and confirm such advice in writing, (A) when such Exchange
          Registration Statement or the prospectus included


                                       6
<PAGE>   7
          therein or any prospectus amendment or supplement or post-effective
          amendment has been filed, and, with respect to such Exchange
          Registration Statement or any post-effective amendment, when the same
          has become effective, (B) of any comments by the Commission and by the
          blue sky or securities commissioner or regulator of any state with
          respect thereto or any request by the Commission for amendments or
          supplements to such Exchange Registration Statement or prospectus or
          for additional information, (C) of the issuance by the Commission of
          any stop order suspending the effectiveness of such Exchange
          Registration Statement or the initiation or threatening of any
          proceedings for that purpose, (D) if at any time the representations
          and warranties of the Company contemplated by Section 5 cease to be
          true and correct in all material respects, (E) of the receipt by the
          Company of any notification with respect to the suspension of the
          qualification of the Exchange Securities for sale in any jurisdiction
          or the initiation or threatening of any proceeding for such purpose,
          or (F) of the happening of any event or the existence of any fact
          prior to the end of the Resale Period that requires the Company to
          make changes in the Exchange Registration Statement, prospectus,
          prospectus amendment or supplement or post-effective amendment in
          order that the Exchange Registration Statement or the prospectus,
          prospectus amendment or supplement or post-effective amendment do not
          contain an untrue statement of a material fact nor omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein (in the case of the prospectus, prospectus
          amendment or supplement or post-effective amendment, in light of the
          circumstances under which they were made) not misleading;

               (iv) in the event that the Company would be required, pursuant to
          Section 3(c)(iii)(F) above, to notify any broker-dealers holding
          Exchange Securities, as promptly as practicable prepare and furnish to
          each such holder a reasonable number of copies of a prospectus
          supplemented or amended so that, as thereafter delivered to purchasers
          of such Exchange Securities during the Resale Period, such prospectus
          shall conform in all material respects to the applicable requirements
          of the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder and shall not contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

               (v) use its reasonable best efforts to obtain the withdrawal of
          any order suspending the effectiveness of such Exchange Registration
          Statement or any post-effective amendment thereto at the earliest
          practicable date;

               (vi) use its reasonable best efforts to (A) register or qualify
          the Exchange Securities under the securities laws or blue sky laws of
          such jurisdictions as are contemplated by Section 2(a) no later than
          the commencement of the Exchange Offer, (B) keep such registrations or
          qualifications in effect and comply with such laws so as to permit the
          continuance of offers, sales and dealings therein in such
          jurisdictions until the expiration of the Resale Period and (C) take
          any and all other actions as may be reasonably necessary or advisable
          to enable each broker-dealer holding Exchange Securities to consummate
          the disposition thereof in such jurisdictions; provided, however, that
          the Company shall not be required for any such purpose to (1) qualify
          as a foreign corporation in any jurisdiction wherein it would not
          otherwise be required to qualify but for the requirements of this
          Section 3(c)(vi), (2) consent to general service of process in any
          such jurisdiction or (3) make any


                                       7
<PAGE>   8
          changes to its certificate of incorporation or by-laws or any
          agreement between it and its stockholders;

               (vii) use its reasonable best efforts to obtain the consent or
          approval of each governmental agency or authority, whether federal,
          state or local, which may be required to effect the Exchange
          Registration, the Exchange Offer and the offering and sale of Exchange
          Securities by broker-dealers during the Resale Period;

               (viii) provide a CUSIP number for all Exchange Securities, not
          later than the applicable Effective Time;

               (ix) comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but no later than eighteen months after the
          effective date of such Exchange Registration Statement, an earnings
          statement of the Company and its subsidiaries complying with Section
          11(a) of the Securities Act (including, at the option of the Company,
          Rule 158 thereunder).

         (d) In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) prepare and file with the Commission, as soon as practicable
          but in any case within the time periods specified in Section 2(b), a
          Shelf Registration Statement on any form that may be utilized by the
          Company and that shall register all of the Registrable Securities for
          resale by the holders thereof in accordance with such method or
          methods of disposition as may be specified by such of the holders as,
          from time to time, may be Electing Holders and use its reasonable best
          efforts to cause such Shelf Registration Statement to become effective
          as soon as practicable but in any case within the time periods
          specified in Section 2(b);

               (ii) not less than 20 calendar days prior to the Effective Time
          of the Shelf Registration Statement, mail the Notice and Questionnaire
          to the holders of Registrable Securities; no holder shall be entitled
          to be named as a selling securityholder in the Shelf Registration
          Statement as of the Effective Time, and no holder shall be entitled to
          use the prospectus forming a part thereof for resales of Registrable
          Securities at any time, unless such holder has returned a completed
          and signed Notice and Questionnaire to the Company by the deadline for
          response set forth therein and the Company has received such response;
          provided, however, holders of Registrable Securities shall have at
          least 17 calendar days from the date on which the Notice and
          Questionnaire is first mailed to such holders to return a completed
          and signed Notice and Questionnaire to the Company, and provided
          further that if such Notice and Questionnaire is delivered during a
          Deferral Period, the Company shall so inform the holder delivering
          such Notice and Questionnaire and shall take the actions set forth in
          clause (y) of Section 2(b) and the immediately following sentence
          thereof upon expiration of the Deferral Period in accordance with
          Section 3(h);

               (iii) after the Effective Time of the Shelf Registration
          Statement, upon the request of any holder of Registrable Securities
          that is not then an Electing Holder, promptly send a Notice and
          Questionnaire to such holder; provided that the Company shall not be
          required to take any action to name such holder as a selling
          securityholder in the Shelf Registration Statement or to enable such
          holder to use


                                       8
<PAGE>   9
          the prospectus forming a part thereof for resales of Registrable
          Securities until three Business days after the Company has received a
          completed and signed Notice and Questionnaire from such holder, and
          provided further that if such Notice and Questionnaire is delivered
          during a Deferral Period, the Company shall so inform the holder
          delivering such Notice and Questionnaire and shall take the actions
          set forth in clause (y) of Section 2(b) and the immediately following
          sentence thereof upon expiration of the Deferral Period in accordance
          with Section 3(h);

               (iv) as soon as reasonably practicable prepare and file with the
          Commission such amendments and supplements to such Shelf Registration
          Statement and the prospectus included therein as may be necessary to
          effect and maintain the effectiveness of such Shelf Registration
          Statement for the period specified in Section 2(b) hereof and as may
          be required by the applicable rules and regulations of the Commission
          and the instructions applicable to the form of such Shelf Registration
          Statement, and furnish to the Electing Holders copies of any such
          supplement or amendment simultaneously with or prior to its being used
          or filed with the Commission;

               (v) comply with the provisions of the Securities Act with respect
          to the disposition of all of the Registrable Securities covered by
          such Shelf Registration Statement in accordance with the intended
          methods of disposition by the Electing Holders provided for in such
          Shelf Registration Statement;

               (vi) provide (A) the Electing Holders, (B) the underwriters
          (which term, for purposes of this Exchange and Registration Rights
          Agreement, shall include a person deemed to be an underwriter within
          the meaning of Section 2(a)(11) of the Securities Act), if any,
          thereof, (C) any sales or placement agent therefor, (D) counsel for
          any such underwriter or agent and (E) not more than one counsel for
          all the Electing Holders, the opportunity to participate in the
          preparation of such Shelf Registration Statement, each prospectus
          included therein or filed with the Commission and each amendment or
          supplement thereto;

               (vii) for a reasonable period prior to the filing of such Shelf
          Registration Statement, and throughout the period specified in Section
          2(b), make available at reasonable times at the Company's principal
          place of business or such other reasonable place for inspection by the
          persons referred to in Section 3(d)(vi) who shall certify to the
          Company that they have a current intention to sell the Registrable
          Securities pursuant to the Shelf Registration, such relevant financial
          and other information and books and records of the Company, and cause
          the officers, employees, counsel and independent certified public
          accountants of the Company to respond to such inquiries, as shall be
          reasonably necessary, in the judgment of the respective counsel
          referred to in such Section, to conduct a reasonable investigation
          within the meaning of Section 11 of the Securities Act; provided,
          however, that each such party shall be required to maintain in
          confidence and not to disclose to any other person any information or
          records reasonably designated by the Company as being confidential,
          until such time as (A) such information becomes a matter of public
          record (whether by virtue of its inclusion in such registration
          statement or otherwise), or (B) such person shall be required so to
          disclose such information pursuant to a subpoena or order of any court
          or other governmental agency or body having jurisdiction over the
          matter (subject to the requirements of such order, and only after such
          person shall have given the Company prompt prior written notice of


                                       9
<PAGE>   10
          such requirement), or (C) such information is required to be set forth
          in such Shelf Registration Statement or the prospectus included
          therein or in an amendment to such Shelf Registration Statement or an
          amendment or supplement to such prospectus in order that such Shelf
          Registration Statement, prospectus, amendment or supplement, as the
          case may be, complies with applicable requirements of the federal
          securities laws and the rules and regulations of the Commission and
          does not contain an untrue statement of a material fact or omit to
          state therein a material fact required to be stated therein or
          necessary to make the statements therein not misleading in light of
          the circumstances then existing;

               (viii) promptly notify each of the Electing Holders, any sales or
          placement agent therefor and any underwriter thereof (which
          notification may be made through any managing underwriter that is a
          representative of such underwriter for such purpose) and confirm such
          advice in writing, (A) when such Shelf Registration Statement or the
          prospectus included therein or any prospectus amendment or supplement
          or post-effective amendment has been filed, and, with respect to such
          Shelf Registration Statement or any post-effective amendment, when the
          same has become effective, (B) of any comments by the Commission and
          by the blue sky or securities commissioner or regulator of any state
          with respect thereto or any request by the Commission for amendments
          or supplements to such Shelf Registration Statement or prospectus or
          for additional information, (C) of the issuance by the Commission of
          any stop order suspending the effectiveness of such Shelf Registration
          Statement or the initiation or threatening of any proceedings for that
          purpose, (D) if at any time the representations and warranties of the
          Company contemplated by Section 3(d)(xvii) or Section 5 cease to be
          true and correct in all material respects, (E) of the receipt by the
          Company of any notification with respect to the suspension of the
          qualification of the Registrable Securities for sale in any
          jurisdiction or the initiation or threatening of any proceeding for
          such purpose, or (F) of the happening of any event or the existence of
          any fact that requires the Company to make changes in the Shelf
          Registration Statement, prospectus, prospectus amendment or supplement
          or post-effective amendment in order that the Shelf Registration
          Statement or the prospectus, prospectus amendment or supplement or
          post-effective amendment does not contain an untrue statement of a
          material fact nor omit to state a material fact required to be stated
          therein or necessary to make the statements therein (in the case of
          the prospectus, prospectus amendment or supplement or post-effective
          amendment, in light of the circumstances under which they were made)
          not misleading;

               (ix) use its reasonable best efforts to obtain the withdrawal of
          any order suspending the effectiveness of such registration statement
          or any post-effective amendment thereto at the earliest practicable
          date;

               (x) if requested by any managing underwriter or underwriters, any
          placement or sales agent or any Electing Holder, promptly incorporate
          in a prospectus supplement or post-effective amendment such
          information as is required by the applicable rules and regulations of
          the Commission and as such managing underwriter or underwriters, such
          agent or such Electing Holder specifies should be included therein
          relating to the terms of the sale of such Registrable Securities,
          including information with respect to the principal amount of
          Registrable Securities being sold by such Electing Holder or agent or
          to any underwriters, the name and description of such Electing Holder,
          agent or underwriter, the offering price of such Registrable


                                       10
<PAGE>   11
          Securities and any discount, commission or other compensation payable
          in respect thereof, the purchase price being paid therefor by such
          underwriters and with respect to any other terms of the offering of
          the Registrable Securities to be sold by such Electing Holder or agent
          or to such underwriters; and make all required filings of such
          prospectus supplement or post-effective amendment promptly after
          notification of the matters to be incorporated in such prospectus
          supplement or post-effective amendment;

               (xi) furnish to each Electing Holder, each placement or sales
          agent, if any, therefor, each underwriter, if any, thereof and the
          respective counsel referred to in Section 3(d)(vi) an executed copy
          (or, in the case of an Electing Holder, a conformed copy) of such
          Shelf Registration Statement, each such amendment and supplement
          thereto (in each case including all exhibits thereto (in the case of
          an Electing Holder of Registrable Securities, upon request) and
          documents incorporated by reference therein) and such number of copies
          of such Shelf Registration Statement (excluding exhibits thereto and
          documents incorporated by reference therein unless specifically so
          requested by such Electing Holder, agent or underwriter, as the case
          may be) and of the prospectus included in such Shelf Registration
          Statement (including each preliminary prospectus and any summary
          prospectus), in conformity in all material respects with the
          applicable requirements of the Securities Act and the Trust Indenture
          Act and the rules and regulations of the Commission thereunder, and
          such other documents, as such Electing Holder, agent, if any, and
          underwriter, if any, may reasonably request in order to facilitate the
          offering and disposition of the Registrable Securities owned by such
          Electing Holder, offered or sold by such agent or underwritten by such
          underwriter and to permit such Electing Holder, agent and underwriter
          to satisfy the prospectus delivery requirements of the Securities Act;
          and the Company hereby consents (except during such periods that a
          Deferral Notice remains outstanding and has not been revoked) to the
          use of such prospectus (including such preliminary and summary
          prospectus) and any amendment or supplement thereto by each such
          Electing Holder and by any such agent and underwriter, in each case in
          the form most recently provided to such person by the Company, in
          connection with the offering and sale of the Registrable Securities
          covered by the prospectus (including such preliminary and summary
          prospectus) or any supplement or amendment thereto;

               (xii) use reasonable best efforts to (A) register or qualify the
          Registrable Securities to be included in such Shelf Registration
          Statement under such securities laws or blue sky laws of such
          jurisdictions as any Electing Holder and each placement or sales
          agent, if any, therefor and underwriter, if any, thereof shall
          reasonably request, (B) keep such registrations or qualifications in
          effect and comply with such laws so as to permit the continuance of
          offers, sales and dealings therein in such jurisdictions during the
          period the Shelf Registration is required to remain effective under
          Section 2(b) above and for so long as may be necessary to enable any
          such Electing Holder, agent or underwriter to complete its
          distribution of Securities pursuant to such Shelf Registration
          Statement and (C) take any and all other actions as may be reasonably
          necessary or advisable to enable each such Electing Holder, agent, if
          any, and underwriter, if any, to consummate the disposition in such
          jurisdictions of such Registrable Securities; provided, however, that
          the Company shall not be required for any such purpose to (1) qualify
          as a foreign corporation in any jurisdiction wherein it would not
          otherwise be required to qualify but for the requirements of this
          Section 3(d)(xii), (2) consent to general service of


                                       11
<PAGE>   12
          process in any such jurisdiction or (3) make any changes to its
          certificate of incorporation or by-laws or any agreement between it
          and its stockholders;

               (xiii) use its reasonable best efforts to obtain the consent or
          approval of each governmental agency or authority, whether federal,
          state or local, which may be required to effect the Shelf Registration
          or the offering or sale in connection therewith or to enable the
          selling holder or holders to offer, or to consummate the disposition
          of, their Registrable Securities;

               (xiv) Unless any Registrable Securities shall be in book-entry
          only form, cooperate with the Electing Holders and the managing
          underwriters, if any, to facilitate the timely preparation and
          delivery of certificates representing Registrable Securities to be
          sold, which certificates, if so required by any securities exchange
          upon which any Registrable Securities are listed, shall be penned,
          lithographed or engraved, or produced by any combination of such
          methods, on steel engraved borders, and which certificates shall not
          bear any restrictive legends; and, in the case of an underwritten
          offering, enable such Registrable Securities to be in such
          denominations and registered in such names as the managing
          underwriters may request at least two business days prior to any sale
          of the Registrable Securities;

               (xv) provide a CUSIP number for all Registrable Securities, not
          later than the applicable Effective Time;

               (xvi) enter into such customary agreements (including if
          requested one or more underwriting agreements, engagement letters,
          agency agreements, "best efforts" underwriting agreements or similar
          agreements) as appropriate, including customary provisions relating to
          indemnification and contribution, and take such other actions in
          connection therewith as any Electing Holders aggregating at least 20%
          in aggregate principal amount of the Registrable Securities at the
          time outstanding shall reasonably request in order to facilitate the
          disposition of such Registrable Securities;

               (xvii) whether or not an agreement of the type referred to in
          Section 3(d)(xvi) hereof is entered into and whether or not any
          portion of the offering contemplated by the Shelf Registration is an
          underwritten offering or is made through a placement or sales agent or
          any other entity, (A) make such representations and warranties to the
          Electing Holders and the placement or sales agent, if any, therefor
          and the underwriters, if any, thereof in form, substance and scope as
          are customarily made in connection with an offering of debt securities
          pursuant to any appropriate agreement or to a registration statement
          filed on the form applicable to the Shelf Registration; (B) obtain an
          opinion of counsel to the Company in customary form and covering such
          matters, of the type customarily covered by such an opinion, as the
          managing underwriters, if any, or as any Electing Holders of at least
          20% in aggregate principal amount of the Registrable Securities at the
          time outstanding may reasonably request, addressed to such Electing
          Holder or Electing Holders and the placement or sales agent, if any,
          therefor and the underwriters, if any, thereof and dated the effective
          date of such Shelf Registration Statement (and if such Shelf
          Registration Statement contemplates an underwritten offering of a part
          or all of the Registrable Securities, dated the date of the closing
          under the underwriting agreement relating thereto) (it being agreed
          that the matters to be covered by such opinion shall include the due
          incorporation or organization and good standing of the


                                       12
<PAGE>   13
          Company and its subsidiaries; the qualification of the Company to
          transact business as foreign corporations; the due authorization,
          execution and delivery of the relevant agreement of the type referred
          to in Section 3(d)(xvi) hereof; the due authorization and execution,
          and the validity and enforceability, of the Securities; the absence of
          material legal or governmental proceedings involving the Company; the
          consummation of the transactions will not conflict with or result in
          (i) a breach or violation of the provisions of the Articles of
          Incorporation or By-laws of the Company, (ii) a material breach of any
          statute or any order, rule or regulation of any court or governmental
          agency or body having jurisdiction over the Company or any of its
          properties, or (iii) a material breach of the terms of, or a default
          under, agreements binding upon the Company; the absence of
          governmental approvals required to be obtained in connection with the
          Shelf Registration, the offering and sale of the Registrable
          Securities, this Exchange and Registration Rights Agreement or any
          agreement of the type referred to in Section 3(d)(xvi) hereof, except
          the registration under the Securities Act contemplated hereby,
          qualification of the Indenture under the Trust Indenture Act, and such
          approvals as may be required under state securities or blue sky laws;
          the material compliance as to form of such Shelf Registration
          Statement and any documents incorporated by reference therein and of
          the Indenture with the requirements of the Securities Act and the
          Trust Indenture Act and the rules and regulations of the Commission
          thereunder, respectively; and, as of the date of the opinion and of
          the Shelf Registration Statement or most recent post-effective
          amendment thereto, as the case may be, the absence from such Shelf
          Registration Statement and the prospectus included therein, as then
          amended or supplemented, and from the documents incorporated by
          reference therein (in each case other than the financial statements
          and other financial information and statistical data contained
          therein) of an untrue statement of a material fact or the omission to
          state therein a material fact necessary to make the statements therein
          not misleading (in the case of such documents, in the light of the
          circumstances existing at the time that such documents were filed with
          the Commission under the Exchange Act)); (C) obtain a "comfort" letter
          or letters from the independent certified public accountants of the
          Company addressed to the selling Electing Holders, the placement or
          sales agent, if any, therefor or the underwriters, if any, thereof,
          dated (i) the effective date of such Shelf Registration Statement and
          (ii) the effective date of any prospectus supplement to the prospectus
          included in such Shelf Registration Statement or post-effective
          amendment to such Shelf Registration Statement which includes
          unaudited or audited financial statements as of a date or for a period
          subsequent to that of the latest such statements included in such
          prospectus (and, if such Shelf Registration Statement contemplates an
          underwritten offering pursuant to any prospectus supplement to the
          prospectus included in such Shelf Registration Statement or
          post-effective amendment to such Shelf Registration Statement which
          includes unaudited or audited financial statements as of a date or for
          a period subsequent to that of the latest such statements included in
          such prospectus, dated the date of the closing under the underwriting
          agreement relating thereto), such letter or letters to be in customary
          form and covering such matters of the type customarily covered by
          letters of such type; (D) deliver such documents and certificates,
          including officers' certificates, as may be reasonably requested by
          any Electing Holders of at least 20% in aggregate principal amount of
          the Registrable Securities at the time outstanding or the placement or
          sales agent, if any, therefore and the managing underwriters, if any,
          thereof to evidence the accuracy of the representations and warranties
          made pursuant to clause (A) above or those contained in Section 5(a)
          hereof and the compliance with or satisfaction of any


                                       13
<PAGE>   14
          agreements or conditions contained in the underwriting agreement or
          other agreement entered into by the Company; and (E) undertake such
          obligations relating to expense reimbursement, indemnification and
          contribution as are provided in Section 6 hereof;

               (xviii) notify in writing each holder of Registrable Securities
          of any proposal by the Company to amend or waive any provision of this
          Exchange and Registration Rights Agreement pursuant to Section 9(h)
          hereof and of any amendment or waiver effected pursuant thereto, each
          of which notices shall contain the text of the amendment or waiver
          proposed or effected, as the case may be;

               (xix) in the event that any broker-dealer registered under the
          Exchange Act shall underwrite any Registrable Securities or
          participate as a member of an underwriting syndicate or selling group
          or "assist in the distribution" (within the meaning of the Conduct
          Rules (the Conduct Rules) of the National Association of Securities
          Dealers, Inc. ("NASD") or any successor thereto, as amended from time
          to time) thereof, whether as a holder of such Registrable Securities
          or as an underwriter, a placement or sales agent or a broker or dealer
          in respect thereof, or otherwise, assist such broker-dealer in
          complying with the requirements of such Conduct Rules, including by
          (A) if such Conduct Rules shall so require, engaging a "qualified
          independent underwriter" (as defined in such Conduct Rules) to
          participate in the preparation of the Shelf Registration Statement
          relating to such Registrable Securities, to exercise usual standards
          of due diligence in respect thereto and, if any portion of the
          offering contemplated by such Shelf Registration Statement is an
          underwritten offering or is made through a placement or sales agent,
          to recommend the yield of such Registrable Securities, (B)
          indemnifying any such qualified independent underwriter to the extent
          of the indemnification of underwriters provided in Section 6 hereof
          (or to such other customary extent as may be requested by such
          underwriter), and (C) providing such information to such broker-dealer
          as may be required in order for such broker-dealer to comply with the
          requirements of the Conduct Rules; and

               (xx) comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but in any event not later than eighteen months
          after the effective date of such Shelf Registration Statement, an
          earning statement of the Company and its subsidiaries complying with
          Section 11(a) of the Securities Act (including, at the option of the
          Company, Rule 158 thereunder).

         (e) In the event that the Company would be required, pursuant to
     Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
     or sales agent, if any, therefor and the managing underwriters, if any,
     thereof, the Company shall as promptly as practicable prepare and furnish
     to each of the Electing Holders, to each placement or sales agent, if any,
     and to each such underwriter, if any, a reasonable number of copies of a
     prospectus supplemented or amended so that, as thereafter delivered to
     purchasers of Registrable Securities, such prospectus shall conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder and shall not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading in light of the circumstances
     then existing. Each Electing Holder agrees that upon receipt of any notice
     from the Company pursuant to Section


                                       14
<PAGE>   15
     3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the
     disposition of Registrable Securities pursuant to the Shelf Registration
     Statement applicable to such Registrable Securities until such Electing
     Holder shall have received copies of such amended or supplemented
     prospectus, and if so directed by the Company, such Electing Holder shall
     deliver to the Company (at the Company's expense) all copies, other than
     permanent file copies, then in such Electing Holder's possession of the
     prospectus covering such Registrable Securities at the time of receipt of
     such notice.

         (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     and Questionnaire, the Company may require such Electing Holder to furnish
     to the Company such additional information regarding such Electing Holder
     and such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

         (g) Until the expiration of two years after the Closing Date, the
     Company will not, and will not permit any of its "affiliates" (as defined
     in Rule 144) to, resell any of the Securities that have been reacquired by
     any of them except pursuant to an effective registration statement under
     the Securities Act.

         (h) Notwithstanding anything to the contrary in this Agreement,
     including without limitation Sections 2 and 3 hereof, if at any time prior
     to the expiration of the Effectiveness Period, outside counsel to the
     Company (which counsel shall be experienced in securities laws matters) has
     determined in good faith that it is reasonable to conclude that the filing
     of the Shelf Registration Statement or the compliance by the Company with
     its disclosure obligations in connection with such registration statement
     may require the disclosure of information which the Board of Directors of
     the Company has identified as material and which the Board of Directors has
     determined that the Company has a bona fide business purpose for preserving
     as confidential, then the Company may delay the filing or the effectiveness
     of the Shelf Registration Statement (if not then filed or effective, as
     applicable) and shall not be required to maintain the effectiveness thereof
     or amend or supplement the Exchange Registration Statement or the Shelf
     Registration Statement for a period (a "Deferral Period") expiring three
     business days after the earlier to occur of (A) the date on which such
     material information is disclosed to the public or ceases to be material or
     the Company is able to so comply with its disclosure obligations and
     Commission requirements or (B) 45 days after the Company notifies the
     Purchasers and Electing Holders of such determination. There shall not be
     more than four Deferral Periods during the Effectiveness


                                       15
<PAGE>   16
     Period, and there shall not be more than two Deferral Periods during any
     contiguous 135 day period.

         (i) The Company will give prompt written notice, in such manner
     prescribed by Section 9(c) hereof, to each Purchaser and Electing Holder of
     each Deferral Period. Such notice shall be given as soon as practicable
     after the Board of Directors makes the determination referenced in Section
     3(h). Each holder, by his acceptance of any Registrable Securities, agrees
     that (i) upon receipt of such notice of a Deferral Period it will forthwith
     discontinue disposition of Registrable Securities pursuant to the Shelf
     Registration Statement, and (ii) will not deliver any prospectus forming a
     part of the Shelf Registration Statement in connection with any sale of
     Registrable Securities, as applicable until such holder's receipt of copies
     of the supplemented or amended prospectus provided for in clause (e) above,
     or until it is advised in writing by the Company that the prospectus
     forming part of the Shelf Registration Statement may be used, and has
     received copies of any additional or supplemental filings that are
     incorporated or deemed incorporated by reference in such prospectus.

         (j) In the event the Company enters into a Deferral Period, the Company
     will have no liability for failing to perform any obligations it may have
     pursuant to Sections 2 and 3 of this Agreement during such Deferral Period;
     provided, however, that nothing in Section 3(h) shall prevent the
     provisions of Section 2(c) of this Agreement from being operative and, if
     Special Interest is accruing at the commencement of a Deferral Period or a
     Registration Default occurs during a Deferral Period, Special Interest
     shall continue to accrue until the Registration Default giving rise to the
     accrual of Special Interest shall have been cured.

         4. Registration Expenses.

               The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including reasonable fees and disbursements of one counsel for the placement or
sales agent or underwriters in connection with such registration, filing and
review, (b) all fees and expenses in connection with the qualification of the
Securities for offering and sale under the State securities and blue sky laws
referred to in Section 3(d)(xii) hereof and determination of their eligibility
for investment under the laws of such jurisdictions as any managing underwriters
or the Electing Holders may designate, including reasonable fees and
disbursements of one counsel for the Electing Holders or underwriters in
connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) reasonable messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and the reasonable
fees of one counsel for the Trustee, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any


                                       16
<PAGE>   17
opinions or "comfort" letters required by or incident to such performance and
compliance), (h) fees, disbursements and expenses of any "qualified independent
underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Registrable Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

         5. Representations and Warranties.

               The Company represents and warrants to, and agrees with, each
Purchaser and each of the holders from time to time of Registrable Securities
that:

         (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances then existing; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

         (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the


                                       17
<PAGE>   18
     Commission, as the case may be, will conform or conformed in all material
     respects to the requirements of the Securities Act or the Exchange Act, as
     applicable, and none of such documents will contain or contained an untrue
     statement of a material fact or will omit or omitted to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information furnished in writing to the Company
     by a holder of Registrable Securities expressly for use therein.

         (c) The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any indenture, mortgage, deed of trust, loan agreement or other agreement
     or instrument to which the Company is a party or by which the Company is
     bound or to which any of the property or assets of the Company is subject,
     nor will such action result in any violation of the provisions of the
     certificate of incorporation, as amended, or the by-laws of the Company or
     any statute or any order, rule or regulation of any court or governmental
     agency or body having jurisdiction over the Company or any of its
     properties; and no consent, approval, authorization, order, registration or
     qualification of or with any such court or governmental agency or body is
     required for the consummation by the Company of the transactions
     contemplated by this Exchange and Registration Rights Agreement, except the
     registration under the Securities Act of the Securities and qualification
     of the Indenture under the Trust Indenture Act, and except for such
     consents, approvals, authorizations, registrations or qualifications as may
     be required under State securities or blue sky laws in connection with the
     offering and distribution of the Securities.

         (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

         6. Indemnification.

         (a) Indemnification by the Company. The Company will indemnify and hold
     harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and each
     person who participates as a placement agent or as an underwriter in any
     offering or sale of such Registrable Securities against any losses, claims,
     damages or liabilities, joint or several, to which such holder, agent or
     underwriter may become subject under the Securities Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue statement or
     alleged untrue statement of a material fact contained in any Exchange
     Registration Statement or Shelf Registration Statement, as the case may be,
     under which such Registrable Securities were registered under the
     Securities Act, or any preliminary, final or summary prospectus contained
     therein or furnished by the Company to any such holder, Electing Holder,
     agent or underwriter, or any amendment or supplement thereto, or arise out
     of or are based upon the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and will reimburse such holder, such
     Electing Holder, such agent and such underwriter for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such action or claim as such expenses are incurred; provided,
     however, that the Company shall not be liable to any such person in any
     such case to the extent that any such loss, claim, damage or liability
     arises out of or is based


                                       18
<PAGE>   19
     upon an untrue statement or alleged untrue statement or omission or alleged
     omission made in such registration statement, or preliminary, final or
     summary prospectus, or amendment or supplement thereto, in reliance upon
     and in conformity with written information furnished to the Company by such
     person expressly for use therein; provided further, that this indemnity
     agreement shall not apply to any loss, liability, claim, damage or expense
     arising from an offer or sale of Registrable Securities during a Deferral
     Period if the Electing Holders received a Deferral Notice.

         (b) Indemnification by the Holders and any Agents and Underwriters. The
     Company may require, as a condition to including any Registrable Securities
     in any registration statement filed pursuant to Section 2(b) hereof and to
     entering into any underwriting agreement with respect thereto, that the
     Company shall have received an undertaking reasonably satisfactory to it
     from the Electing Holder of such Registrable Securities and from each
     underwriter named in any such underwriting agreement, severally and not
     jointly, to (i) indemnify and hold harmless the Company, and all other
     holders of Registrable Securities, against any losses, claims, damages or
     liabilities to that the Company or such other holders of Registrable
     Securities may become subject, under the Securities Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue statement or
     alleged untrue statement of a material fact contained in such registration
     statement, or any preliminary, final or summary prospectus contained
     therein or furnished by the Company to any such Electing Holder, agent or
     underwriter, or any amendment or supplement thereto, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, in each case to the extent, but only to the extent,
     that such untrue statement or alleged untrue statement or omission or
     alleged omission was made in reliance upon and in conformity with written
     information furnished to the Company by such Electing Holder or underwriter
     expressly for use therein, and (ii) reimburse the Company for any legal or
     other expenses reasonably incurred by the Company in connection with
     investigating or defending any such action or claim as such expenses are
     incurred; provided, however, that no such Electing Holder shall be required
     to undertake liability to any person under this Section 6(b) for any
     amounts in excess of the dollar amount of the proceeds to be received by
     such Electing Holder from the sale of such Electing Holder's Registrable
     Securities pursuant to such registration.

         (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a) or
     6(b) hereof. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, such
     indemnifying party shall not be liable to such indemnified party for any
     legal expenses of other counsel or any other expenses, in each case
     subsequently incurred by such indemnified party, in connection with the
     defense thereof


                                       19
<PAGE>   20
     other than reasonable costs of investigation. No indemnifying party shall,
     without the written consent of the indemnified party, effect the settlement
     or compromise of, or consent to the entry of any judgment with respect to,
     any pending or threatened action or claim in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified party is an actual or potential party to such action or claim)
     unless such settlement, compromise or judgment (i) includes an
     unconditional release of the indemnified party from all liability arising
     out of such action or claim and (ii) does not include a statement as to or
     an admission of fault, culpability or a failure to act by or on behalf of
     any indemnified party.

         (d) Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation that does not take account of the equitable considerations
     referred to in this Section 6(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(d),
     no holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such holder
     from the sale of any Registrable Securities (after deducting any fees,
     discounts and commissions applicable thereto) exceeds the amount of any
     damages that such holder has otherwise been required to pay by reason of
     such untrue or alleged untrue statement or omission or alleged omission,
     and no underwriter shall be required to contribute any amount in excess of
     the amount by which the total price at which the Registrable Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages that such underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 6(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

         (e) The obligations of the Company under this Section 6 shall be in
     addition to any liability that the Company may otherwise have and shall
     extend, upon the same terms and


                                       20
<PAGE>   21
     conditions, to each officer, director and partner of each holder, agent and
     underwriter and each person, if any, who controls any holder, agent or
     underwriter within the meaning of the Securities Act; and the obligations
     of the holders and any agents or underwriters contemplated by this Section
     6 shall be in addition to any liability that the respective holder, agent
     or underwriter may otherwise have and shall extend, upon the same terms and
     conditions, to each officer and director of the Company (including any
     person who, with his consent, is named in any registration statement as
     about to become a director of the Company) and to each person, if any, who
     controls the Company within the meaning of the Securities Act.

         7. Underwritten Offerings.

         (a) Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

         (b) Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder (i)
     agrees to sell such holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the persons entitled hereunder
     to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

         8. Rule 144.

               The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

         9. Miscellaneous.

         (a) No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities that would be inconsistent with the terms contained in this
     Exchange and Registration Rights Agreement.

         (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and


                                       21
<PAGE>   22
     that the Purchasers and the holders from time to time of the Registrable
     Securities may be irreparably harmed by any such failure, and accordingly
     agree that the Purchasers and such holders, in addition to any other remedy
     to which they may be entitled at law or in equity, shall be entitled to
     compel specific performance of the obligations of the Company under this
     Exchange and Registration Rights Agreement in accordance with the terms and
     conditions of this Exchange and Registration Rights Agreement, in any court
     of the United States or any State thereof having jurisdiction.

         (c) Notices. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed to have
     been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at 628 Green Valley Road, Suite 500, Greensboro,
     North Carolina 27408, Attn: Secretary, and if to a holder, to the address
     of such holder set forth in the security register or other records of the
     Company, or to such other address as the Company or any such holder may
     have furnished to the other in writing in accordance herewith, except that
     notices of change of address shall be effective only upon receipt.

         (d) Parties in Interest. All the terms and provisions of this Exchange
     and Registration Rights Agreement shall be binding upon, shall inure to the
     benefit of and shall be enforceable by the parties hereto and the holders
     from time to time of the Registrable Securities and the respective
     successors and assigns of the parties hereto and such holders. In the event
     that any transferee of any holder of Registrable Securities shall acquire
     Registrable Securities, in any manner, whether by gift, bequest, purchase,
     operation of law or otherwise, such transferee shall, without any further
     writing or action of any kind, be deemed a beneficiary hereof for all
     purposes and such Registrable Securities shall be held subject to all of
     the terms of this Exchange and Registration Rights Agreement, and by taking
     and holding such Registrable Securities such transferee shall be entitled
     to receive the benefits of, and be conclusively deemed to have agreed to be
     bound by all of the applicable terms and provisions of this Exchange and
     Registration Rights Agreement. If the Company shall so request, any such
     successor, assign or transferee shall agree in writing to acquire and hold
     the Registrable Securities subject to all of the applicable terms hereof.

         (e) Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Exchange and
     Registration Rights Agreement or made pursuant hereto shall remain in full
     force and effect regardless of any investigation (or statement as to the
     results thereof) made by or on behalf of any holder of Registrable
     Securities, any director, officer or partner of such holder, any agent or
     underwriter or any director, officer or partner thereof, or any controlling
     person of any of the foregoing, and shall survive delivery of and payment
     for the Registrable Securities pursuant to the Purchase Agreement and the
     transfer and registration of Registrable Securities by such holder and the
     consummation of an Exchange Offer.

         (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF NEW YORK.

         (g) Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.



                                       22
<PAGE>   23
         (h) Entire Agreement; Amendments. This Exchange and Registration Rights
     Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(h), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such holder.

         (i) Inspection. For so long as this Exchange and Registration Rights
     Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities shall be made available for inspection and
     copying on any business day by any holder of Registrable Securities for
     proper purposes only (which shall include any purpose related to the rights
     of the holders of Registrable Securities under the Securities, the
     Indenture and this Agreement) at the offices of the Company at the address
     thereof set forth in Section 9(c) above and at the office of the Security
     Registrar under the Indenture.

         (j) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.




                                       23
<PAGE>   24
         If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.


                                      Very truly yours,


                                      V.F. CORPORATION




                                      By: /s/ Mackey J. McDonald
                                         ---------------------------------------
                                         Name:  Mackey J. McDonald
                                         Title: Chairman, President and Chief
                                                Executive Officer



                                      By: /s/ Frank C. Pickard III
                                         ---------------------------------------
                                         Name:  Frank C. Pickard III
                                         Title: Vice President - Treasurer








Accepted as of the date hereof:
Goldman, Sachs & Co.
Salomon Smith Barney Inc.


By: /S/ GOLDMAN, SACHS & CO.
   ----------------------------------
       (Goldman, Sachs & Co.)




                                       24
<PAGE>   25
                                                                       EXHIBIT A

                                V.F. CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                          DEADLINE FOR RESPONSE: [DATE]



The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the V.F. Corporation (the "Company")
$300,000,000 8.10% Notes due 2005 and $200,000,000 8.50% Notes due 2010 (the
"Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact V.F. Corporation.




                                      A-1
<PAGE>   26
                                V.F. CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between V.F. Corporation (the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's $300,000,000 8.10% Notes due 2005 and $200,000,000 8.50% Notes
due 2010 (the "Securities"). A copy of the Exchange and Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.




                                      A-2
<PAGE>   27
                                    ELECTION



The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Security Registrar the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:






                                      A-3
<PAGE>   28
                                  QUESTIONNAIRE


(1)  (a)  Full Legal Name of Selling Securityholder:

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

     (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:

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

     (c)  Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Registrable Securities Listed in Item (3)
          below are Held:

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

(2)       Address for Notices to Selling Securityholder:

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

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

                         ---------------------------------------
          Telephone:
                         ---------------------------------------
          Fax:
                         ---------------------------------------
          Contact Person:
                         ---------------------------------------


(3)       Beneficial Ownership of Securities:

          Except as set forth below in this Item (3), the undersigned does not
          beneficially own any Securities.

     (a)  Principal amount of Registrable Securities beneficially owned:
                                                                        --------
          CUSIP No(s). of such Registrable Securities:
                                                      --------------------------

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned:
                             ---------------------------------------------------
          CUSIP No(s). of such other Securities:
                                                --------------------------------

     (c)  Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement:
                                                                    ------------
          CUSIP No(s). of such Registrable Securities to be included in the
          Shelf Registration Statement:
                                       -----------------------------------------


(4)       Beneficial Ownership of Other Securities of the Company:

          Except as set forth below in this Item (4), the undersigned Selling
          Securityholder is not the beneficial or registered owner of any
          other securities of the Company, other than the Securities listed
          above in Item (3).

          State any exceptions here:




                                      A-4
<PAGE>   29
(5)       Relationships with the Company:

          Except as set forth below, neither the Selling Securityholder nor any
          of its affiliates, officers, directors or principal equity holders
          (5% or more) has held any position or office or has had any other
          material relationship with the Company (or its predecessors or
          affiliates) during the past three years.

          State any exceptions here:



(6)       Plan of Distribution:

          Except as set forth below, the undersigned Selling Securityholder
          intends to distribute the Registrable Securities listed above in
          Item (3) only as follows (if at all): Such Registrable Securities
          may be sold from time to time directly by the undersigned Selling
          Securityholder or, alternatively, through underwriters, broker-dealers
          or agents. Such Registrable Securities may be sold in one or more
          transactions at fixed prices, at prevailing market prices at the time
          of sale, at varying prices determined at the time of sale, or at
          negotiated prices. Such sales may be effected in transactions (which
          may involve crosses or block transactions) (i) on any national
          securities exchange or quotation service on which the Registered
          Securities may be listed or quoted at the time of sale, (ii) in the
          over-the-counter market, (iii) in transactions otherwise than on such
          exchanges or services or in the over-the-counter market, or (iv)
          through the writing of options. In connection with sales of the
          Registrable Securities or otherwise, the Selling Securityholder may
          enter into hedging transactions with broker-dealers, which may in turn
          engage in short sales of the Registrable Securities in the course of
          hedging the positions they assume. The Selling Securityholder may also
          sell Registrable Securities short and deliver Registrable Securities
          to close out such short positions, or loan or pledge Registrable
          Securities to broker-dealers that in turn may sell such securities.

          State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.



                                      A-5
<PAGE>   30
In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

           (i)  To the Company:


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

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

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

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

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



           (ii) With a copy to:

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

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

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

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

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




Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.



                                      A-6
<PAGE>   31
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
      ----------------------------




                  --------------------------------------------------------------
                  Selling Securityholder
                  (Print/type full legal name of beneficial owner of Registrable
                  Securities)



                  By:
                     -----------------------------------------------------------
                  Name:
                  Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

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

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

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

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

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




                                      A-7
<PAGE>   32
                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

U.S. Bank Trust National Association
V.F. Corporation
c/o U.S. Bank Trust National Association
100 Wall Street
Suite 1600
New York, New York 10005

         Re:  V.F. Corporation (the "Company")
              $300,000,000 8.10% Notes due 2005 and
              $200,000,000 8.50% Notes due 2010



Dear Sirs:

Please be advised that ______________________________ has transferred
$_________________________________ aggregate principal amount of the
above-referenced Notes pursuant to an effective Registration Statement on Form
[______] (File No. 333-_______) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                        Very truly yours,

                                           -----------------------------------
                                           (Name)

                                        By:
                                           -----------------------------------
                                           (Authorized Signature)






                                      B-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>w41166ex5-1.txt
<DESCRIPTION>OPINION OF DAVIS POLK & WARDWELL
<TEXT>

<PAGE>   1
                                                                     Exhibit 5.1


                              Davis Polk & Wardwell

                              450 Lexington Avenue

                            New York, New York 10017

                                  212-450-4000

                                                               November 28, 2000

V.F. Corporation
628 Green Valley Road, Suite 500
Greensboro, North Carolina 27408

Ladies and Gentlemen:

         We have acted as special counsel to V.F. Corporation, a Pennsylvania
corporation (the "COMPANY"), in connection with the Company's offer (the
"EXCHANGE OFFER") to exchange its 8.10% notes due October 1, 2005 and its 8.50%
notes due October 1, 2010 (collectively, the "NEW NOTES") for any and all of its
outstanding 8.10% notes due October 1, 2005 and 8.50% notes due October 1, 2010
(collectively, the "OLD NOTES"). The Old Notes were issued, and it is proposed
that the New Notes be issued, under an indenture dated as of September 29, 2000
(the "INDENTURE") between the Company and the United States Trust Company of New
York, as trustee.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion.

         Upon the basis of the foregoing and assuming the due authorization,
execution and delivery of the Indenture by the parties thereto, we are of the
opinion that the New Notes, when authorized, executed, authenticated and
delivered in exchange for the Old Notes in accordance with the terms of the
Exchange Offer and the Indenture, will be valid and binding obligations of the
Company enforceable in accordance with their terms, except (i) as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or
similar laws affecting creditors' rights generally, (ii) as such enforcement may
be limited by general principles of equity, regardless of whether enforcement is
sought in a proceeding at law or in equity and (iii) to the extent that a waiver
of rights under any usury or stay law may be unenforceable.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
references to us under the caption "Validity of the New Notes" in the prospectus
contained in such Registration Statement.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent except that U.S. Bank Trust National Association, as
<PAGE>   2
V.F. Corporation                     2                       November 28, 2000


Exchange Agent for the Exchange Offer, may rely upon this opinion as if it were
addressed directly to it.

                                            Very truly yours,

                                            /s/ Davis Polk & Wardwell

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>6
<FILENAME>w41166ex12-1.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 12.1



                        V.F. CORPORATION AND SUBSIDIARIES
                       COMPUTATION OF RATIO OF EARNINGS TO
                     FIXED CHARGES AND RATIO OF EARNINGS TO
                      COMBINED FIXED CHARGES AND PREFERRED
                                 STOCK DIVIDENDS


<TABLE>
<CAPTION>
                                       NINE MONTHS ENDED                              FISCAL YEARS ENDED
                                   -------------------------    --------------------------------------------------------------------
                                   SEPTEMBER 30,  OCTOBER 2,    JANUARY 1,    JANUARY 2,    JANUARY 3,    JANUARY 4,    DECEMBER 30,
                                       2000          2000          2000          1999          1998          1997          1995
                                     -------       -------       -------       -------       -------       -------       -------
                                                      (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
<S>                                <C>            <C>           <C>           <C>           <C>           <C>           <C>
Earnings before fixed charges:
   Income before income taxes        418,929       436,972       595,576       631,598       585,880       508,408       284,135
   Plus:
      Interest and debt
        expense ..............        62,451        53,831        71,426        62,282        49,695        62,793        77,302
      Interest portion of
        rental expense .......        14,825        14,825        19,767        21,433        22,067        22,333        23,467
                                     -------       -------       -------       -------       -------       -------       -------
Earnings before fixed
   charges ...................       496,205       505,628       686,769       715,313       657,642       593,534       384,904
                                     =======       =======       =======       =======       =======       =======       =======
Fixed charges:
   Interest and debt
      expense ................        62,451        53,831        71,426        62,282        49,695        62,793        77,302
   Capitalized interest ......           291           895         1,645           796           603           192           412
   Interest portion of rental
      expense ................        14,825        14,825        19,767        21,433        22,067        22,333        23,467
                                     -------       -------       -------       -------       -------       -------       -------
Fixed charges ................        77,567        69,551        92,838        84,511        72,365        85,318       101,181
                                     =======       =======       =======       =======       =======       =======       =======
Rental expense(1) ............        44,475        44,475        59,300        64,300        66,200        67,000        70,400

Preferred stock dividends ....         2,517         2,678         3,547         3,717         3,804         4,016         4,131
                                     -------       -------       -------       -------       -------       -------       -------
Combined fixed charges and
preferred stock dividends ....        80,084        72,229        96,385        88,228        76,169        89,334       105,312
                                     =======       =======       =======       =======       =======       =======       =======
Ratio of earnings to fixed
   charges ...................           6.4           7.3           7.4           8.5           9.1           7.0           3.8
Ratio of earnings to
   combined fixed charges
   and preferred stock
   dividends .................           6.2           7.0           7.1           8.1           8.6           6.6           3.7
</TABLE>

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

(1)  Rental expense was estimated for the nine months ended September 30, 2000
     and the nine months ended October 2, 1999 based on three quarters of the
     rental expense in the fiscal year ended January 1, 2000.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>7
<FILENAME>w41166ex23-2.txt
<DESCRIPTION>CONSENT OF PWC
<TEXT>

<PAGE>   1
                                                                    Exhibit 23.2


                      CONSENT OF PRICEWATERHOUSECOOPERS LLP

    We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of V.F. Corporation of our report dated February 3, 2000
relating to the consolidated financial statements, which appears in the V.F.
Corporation 1999 Annual Report to Shareholders, which is incorporated by
reference in its Annual Report on Form 10-K for the year ended January 1, 2000.
We also consent to the incorporation by reference of our report dated February
3, 2000 relating to the consolidated financial statement schedule, which appears
in such Annual Report on Form 10-K. We also consent to the references to us
under the headings "Selected Financial Information" and "Experts" in such
Registration Statement.


                                         /s/ PricewaterhouseCoopers LLP



Greensboro, North Carolina
November 27, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>8
<FILENAME>w41166ex25-1.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY
<TEXT>

<PAGE>   1
                                                                    Exhibit 25.1


                                    FORM T-1
                 ==============================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                               ------------------

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                            SECTION 305(B)(2) _______
                               ------------------

             UNITED STATES TRUST COMPANY OF NEW YORK (Exact name of
                      trustee as specified in its charter)


              New York                                      13-3818954
   (Jurisdiction of incorporation                        (I.R.S. employer
    if not a U.S. national bank)                        identification No.)


        114 West 47th Street                                10036-1532
            New York, NY                                    (Zip Code)
        (Address of principal
         executive offices)

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

                                V.F. CORPORATION
             (Exact name of obligor as specified in its charter)


              Pennsylvania                                 23-1180120
    (State or other jurisdiction of                     (I.R.S. employer
     incorporation or organization)                    identification No.)


    628 Green Valley Road, Suite 500
       Greenboro, North Carolina                              27408
(Address of principal executive offices)                    (Zip Code)

                               ------------------
                              8.10% Notes due 2005
                              8.50% Notes due 2010
                       (Title of the indenture securities)

                ==============================================
<PAGE>   2
                                      - 2 -


                                     GENERAL


1.    GENERAL INFORMATION

      Furnish the following information as to the trustee:

      (a)   Name and address of each examining or supervising authority to which
            it is subject.

            Federal Reserve Bank of New York (2nd District), New York, New York
                  (Board of Governors of the Federal Reserve System)
            Federal Deposit Insurance Corporation, Washington, D.C.
            New York State Banking Department, Albany, New York

      (b)   Whether it is authorized to exercise corporate trust powers.

            The trustee is authorized to exercise corporate trust powers.

2.    AFFILIATIONS WITH THE OBLIGOR

      If the obligor is an affiliate of the trustee, describe each such
      affiliation.

            None

3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:

      V.F. Corporation currently is not in default under any of its outstanding
      securities for which United States Trust Company of New York is Trustee.
      Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14
      and 15 of Form T-1 are not required under General Instruction B.


16.   LIST OF EXHIBITS

      T-1.1       --    Organization Certificate, as amended, issued by the
                        State of New York Banking Department to transact
                        business as a Trust Company, is incorporated by
                        reference to Exhibit T-1.1 to Form T-1 filed on
                        September 15, 1995 with the Commission pursuant to the
                        Trust Indenture Act of 1939, as amended by the Trust
                        Indenture Reform Act of 1990 (Registration No.
                        33-97056).

    T-1.2         --    Included in Exhibit T-1.1.

    T-1.3         --    Included in Exhibit T-1.1.
<PAGE>   3
                                      - 3 -


16.   LIST OF EXHIBITS
      (cont'd)

    T-1.4         --    The By-Laws of United States Trust Company of New York,
                        as amended, is incorporated by reference to Exhibit
                        T-1.4 to Form T-1 filed on September 15, 1995 with the
                        Commission pursuant to the Trust Indenture Act of 1939,
                        as amended by the Trust Indenture Reform Act of 1990
                        (Registration No. 33-97056).

    T-1.6         --    The consent of the trustee required by Section 321(b) of
                        the Trust Indenture Act of 1939, as amended by the Trust
                        Indenture Reform Act of 1990.

    T-1.7         --    A copy of the latest report of condition of the trustee
                        pursuant to law or the requirements of its supervising
                        or examining authority.


NOTE

As of September 29, 2000, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation.  The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.

In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.

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

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 20th day
of September, 2000.

UNITED STATES TRUST COMPANY
      OF NEW YORK, Trustee

By:   /s/ Yvette Rivera
      Yvette Rivera
      Assistant Vice President
<PAGE>   4
                                                                   EXHIBIT T-1.6


      The consent of the trustee required by Section 321(b) of the Act.


                     United States Trust Company of New York
                              114 West 47th Street
                               New York, NY 10036


August 16, 2000


Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Gentlemen:

Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.




Very truly yours,


UNITED STATES TRUST COMPANY
      OF NEW YORK


      /s/ Thomas Musarra
By:   Thomas Musarra
      Senior Vice President
<PAGE>   5
                                                                   EXHIBIT T-1.7


                     UNITED STATES TRUST COMPANY OF NEW YORK
                       CONSOLIDATED STATEMENT OF CONDITION
                                  JUNE 30, 2000
                                ($ IN THOUSANDS)

<TABLE>
<S>                                                          <C>
ASSETS
Cash and Due from Banks                                            $   111,263
Short-Term Investments                                                 102,676

Securities, Available for Sale                                         565,989

Loans                                                                2,751,688
Less:  Allowance for Credit Losses                                      17,800
                                                                   -----------
    Net Loans                                                        2,733,888
Premises and Equipment                                                  63,040
Other Assets                                                           322,866
                                                                   -----------
    TOTAL ASSETS                                                   $ 3,899,722
                                                                   ===========

LIABILITIES
Deposits:
    Non-Interest Bearing                                           $ 1,019,497
    Interest Bearing                                                 1,985,062
                                                                   -----------
       Total Deposits                                                3,004,559

Short-Term Credit Facilities                                           438,737
Accounts Payable and Accrued Liabilities                               194,401
                                                                   -----------
    TOTAL LIABILITIES                                              $ 3,637,697
                                                                   ===========

STOCKHOLDER'S EQUITY
Common Stock                                                            14,995
Capital Surplus                                                         98,806
Retained Earnings                                                      152,765
Unrealized Loss on Securities
     Available for Sale (Net of Taxes)                                  (4,541)
                                                                   -----------

TOTAL STOCKHOLDER'S EQUITY                                             262,025
                                                                   -----------
    TOTAL LIABILITIES AND
     STOCKHOLDER'S EQUITY                                          $ 3,899,722
                                                                   ===========
</TABLE>

I, Richard E. Brinkmann, Managing Director & Comptroller of the named bank do
hereby declare that this Statement of Condition has been prepared in conformance
with the instructions issued by the appropriate regulatory authority and is true
to the best of my knowledge and belief.

Richard E. Brinkmann, Managing Director & Controller

September 21, 2000


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>9
<FILENAME>w41166ex99-1.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>

<PAGE>   1
                                                                    Exhibit 99.1


                              LETTER OF TRANSMITTAL

                                       for

                              8.10% Notes Due 2005
                              8.50% Notes Due 2010

                                       of


                                V.F. CORPORATION


                                 Pursuant to the

                                 EXCHANGE OFFER

                                  in Respect of
                             All of Its Outstanding


                              8.10% Notes due 2005
                              8.50% Notes due 2010

                                       for

                            8.10% New Notes due 2005
                            8.50% New Notes due 2010
                             -----------------------


                Pursuant to the Prospectus Dated December , 2000


       THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
    NEW YORK CITY TIME, ON     , 2001 UNLESS THE EXCHANGE OFFER IS EXTENDED
                            (THE "EXPIRATION DATE").


            TO: U.S. BANK TRUST NATIONAL ASSOCIATION, EXCHANGE AGENT

 By Mail or Hand/Overnight Delivery:                      By Facsimile:

 U.S. Bank Trust National Association                    (651) 244-8884
         180 East 5th Street
          St. Paul, MN 55101                          Confirm by Telephone:
    Attention: Specialized Finance
                                                         (651) 244-1197


     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

     THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.

     HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

     Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below). As used herein, the term
"holder" means a holder of Old Notes (as defined below), including any
participant ("DTC Participant") in the book-entry transfer facility system of
The Depository Trust Company ("DTC"), whose name appears on a security position
listing as the owner of the Old Notes. As used herein, the term "certificates"
means physical certificates representing Old Notes.
<PAGE>   2
     To participate in the Exchange Offer (as defined below), holders must
tender by (a) book-entry transfer pursuant to the procedures set forth in the
Prospectus under "The Exchange Offer--Book-Entry Transfer" or (b) forwarding
certificates herewith. Holders who are DTC Participants tendering by book-entry
transfer may execute such tender through the Automated Tender Offer Program
("ATOP") of DTC. A holder using ATOP should transmit its acceptance to DTC on or
prior to the Expiration Date. DTC will verify such acceptance, execute a
book-entry transfer of the tendered Old Notes into the account of U.S. Bank
Trust National Association (the "Exchange Agent") at DTC and then send to the
Exchange Agent a Book-Entry Confirmation (as defined below), including an
agent's message (as defined below) confirming that DTC has received an express
acknowledgment from such holder that such holder has received and agrees to be
bound by this Letter of Transmittal and that the Company (as defined below) may
enforce this Letter of Transmittal against such holder. The Book-Entry
Confirmation must be received by the Exchange Agent in order for the tender
relating thereto to be effective. Book-entry transfer to DTC in accordance with
DTC's procedures does not constitute delivery of the Book-Entry Confirmation to
the Exchange Agent.

     If the tender is not made pursuant to the book-entry transfer procedures,
certificates, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at its address set forth herein on or prior to the
Expiration Date in order for such tender to be effective.

     Holders of Old Notes whose certificates for such Old Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date or
who cannot complete the procedures for book-entry transfer on or prior to the
Expiration Date, must tender their Old Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" in the Prospectus.

     The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its sole discretion, in which event the term "Expiration
Date" shall mean the latest time and date to which the Exchange Offer is
extended. The Company shall notify the holders of the Old Notes of any extension
by means of a press release or other public announcement prior to 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.

     DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.

                                        2
<PAGE>   3
     List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, list the certificate numbers, principal
amounts and number of beneficial holders on a separately executed schedule and
affix the schedule to this Letter of Transmittal. See Instruction 3.

                        DESCRIPTION OF OLD NOTES TENDERED

<TABLE>
<CAPTION>
                                                                   PRINCIPAL AMOUNT OF         NUMBER OF
                                                                   OLD NOTES TENDERED      BENEFICIAL HOLDERS
  NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)   CERTIFICATE   (IF LESS THAN ALL ARE   FOR WHICH OLD NOTES
             (PLEASE FILL IN, IF BLANK)             NUMBER(S)*         TENDERED)**             ARE HELD
<S>                                                 <C>           <C>                     <C>
                                                                          $
                                                                          $
                                                                          $
                                                                          $
                                                                          $
                                                                          $
                                                                          $
                                                                          $
                                                                          $
                                                                          $
                                                                          $
                                                                          $
                                                                          $
TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED                              $
</TABLE>

*    Need not be completed by holders tendering by book-entry transfer.

**   Old Notes may be tendered in whole or in part in denominations of $1,000
     and integral multiples thereof. All Old Notes held shall be deemed tendered
     unless a lesser number is specified in this column. See Instruction 4.

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS (DEFINED IN INSTRUCTION 1)
ONLY)

/ /  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
     COMPLETE THE FOLLOWING:

     Name of Tendering Institution:

     DTC Account Number:

     Transaction Code Number:


/ /  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
     IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
     GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
     FOLLOWING:

     Name(s) of Registered Holder(s) of Old Notes:

     Window Ticket Number (if any):

     Date of Execution of Notice of Guaranteed Delivery:

     Name of Institution which Guaranteed Delivery:

          If Guaranteed Delivery is to be made by Book-Entry Transfer:

     Name of Tendering Institution:

     DTC Account Number:

     Transaction Code Number:


/ /  CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND
     NON-EXCHANGED OR UNTENDERED OLD NOTES ARE TO BE RETURNED BY CREDITING THE
     DTC ACCOUNT NUMBER SET FORTH ABOVE.

/ /  CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS OLD NOTES ACQUIRED FOR
     YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES
     (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE ADDITIONAL COPIES OF
     THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE
     IN CONNECTION WITH RESALES OF NEW NOTES RECEIVED FOR YOUR OWN ACCOUNT IN
     EXCHANGE FOR SUCH OLD NOTES.

     Name:


     Address:


     Area Code and Telephone Number:                Contact Person:


     Principal Amount of Old Notes so Held: $


                                        3
<PAGE>   4
Ladies and Gentlemen:

     The undersigned hereby tenders to V.F. Corporation, a Pennsylvania
corporation (the "Company"), the aggregate principal amount of Old Notes
indicated in this Letter of Transmittal, upon the terms and subject to the
conditions set forth in the Company's Prospectus dated   , 2000 (as the same may
be amended or supplemented from time to time, the "Prospectus"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal, which together
constitute the Company's offer (the "Exchange Offer") to exchange $300 million
principal amount of its 8.10% notes due 2005 and $200 million principal amount
of its 8.50% notes due 2010, which have been registered under the Securities Act
of 1933, as amended (the "New Notes"), for $300 million principal amount of its
issued and outstanding 8.10% notes due 2005 and $200 million principal amount of
its issued and outstanding 8.50% notes due 2010 (the "Old Notes" and, together
with the "New Notes", the "Notes").

     Subject to, and effective upon, the acceptance for exchange of all or any
portion of the Old Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Old Notes as are being
tendered hereby and hereby irrevocably constitutes and appoints the Exchange
Agent as attorney-in-fact of the undersigned with respect to such Old Notes
(with full knowledge that the Exchange Agent is also acting as agent of the
Company in connection with the Exchange Offer), with full power of substitution
(such power of attorney being an irrevocable power coupled with an interest),
subject only to the right of withdrawal described in the Prospectus, to (i)
deliver certificates for Old Notes to the Company together with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company,
upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes
to be issued in exchange for such Old Notes, (ii) present certificates for such
Old Notes for transfer, and to transfer the Old Notes on the books of the
Company, and (iii) receive for the account of the Company all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms and conditions of the Exchange Offer.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and to acquire New Notes issuable upon exchange of such tendered
Old Notes, and that, when the Old Notes are accepted for exchange, the Company
will acquire good, marketable and unencumbered title thereto, free and clear of
all security interests, liens, restrictions, charges, encumbrances, conditional
sale agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim when the same are accepted by the Company. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Company or the Exchange Agent to be necessary or desirable to
complete the exchange, assignment and transfer of the Old Notes tendered hereby,
and the undersigned will comply with any obligations it may have under the
exchange and registration rights agreement (as set forth in the Prospectus). The
undersigned further agrees that acceptance of any tendered Old Notes by the
Company and the issuance of New Notes in exchange therefor shall constitute
performance in full by the Company of its obligations under the exchange and
registration rights agreement and that the Company shall have no further
obligations or liabilities thereunder (except in certain limited circumstances).

     The undersigned hereby further represents that any New Notes acquired in
exchange for Old Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such New Notes, whether or not such
person is the undersigned, that neither the holder of such Old Notes nor any
such other person is participating, or intends to participate, or has an
arrangement or understanding with any person to participate in the distribution
(within the meaning of the Securities Act of 1933 (as amended, the "Securities
Act")) of such New Notes and that neither the holder of such Old Notes nor any
such other person is an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company.

     The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued in exchange for the Old Notes pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
holders thereof (other than any such holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the provisions of the Securities
Act), provided that such New Notes are acquired in the ordinary course of such
holders' business and such holders are not participating, do not intend to
participate, and have no arrangement or understanding with any person to
participate in the distribution of such New Notes. However, the Company does not
intend to request the SEC to consider, and the SEC has not considered, the
Exchange Offer in the


                                        4
<PAGE>   5
context of a no-action letter, and there can be no assurance that the staff of
the SEC would make a similar determination with respect to the Exchange Offer as
in other circumstances. If any holder is an affiliate of the Company, or is
engaged in or intends to engage in or has any arrangement or understanding with
respect to the distribution of the New Notes to be acquired pursuant to the
Exchange Offer, such holder (i) could not rely on the applicable interpretations
of the staff of the SEC and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction. If the undersigned is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes acquired as a result of
market-making or other trading activities (a "Participating Broker-Dealer"), it
represents that the Old Notes to be exchanged for the New Notes were acquired by
it as a result of market-making or other trading activities and acknowledges
that it will deliver a Prospectus in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a Prospectus, such
Participating Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

     The Company has agreed that, subject to the provisions of the exchange and
registration rights agreement, the Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer in
connection with resales of New Notes received in exchange for Old Notes which
were acquired by such Participating Broker-Dealer for its own account as a
result of market-making or other trading activities, for a period ending 180
days after the Expiration Date or, if earlier, when all such New Notes have been
disposed of by such Participating Broker-Dealer. Any person, including any
Participating Broker-Dealer, who is an "affiliate" may not rely on such
interpretive letters and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. In that regard, each Participating Broker-Dealer by tendering such
Old Notes and executing this Letter of Transmittal, agrees that, upon receipt of
notice from the Company of the occurrence of any event or the discovery of any
fact which makes any statement contained or incorporated by reference in the
Prospectus untrue in any material respect or which causes the Prospectus to omit
to state a material fact necessary in order to make the statements contained or
incorporated by reference therein, in light of the circumstances under which
they were made, not misleading, such Participating Broker-Dealer will suspend
the sale of New Notes pursuant to the Prospectus until the Company has amended
or supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the Participating
Broker-Dealer or the Company has given notice that the sale of the New Notes may
be resumed, as the case may be.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter of Transmittal and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus.

     Holders of Old Notes whose Old Notes are accepted for exchange will not
receive any interest on such Old Notes, and the undersigned hereby waives the
right to receive any interest on such Old Notes in connection with the Exchange
Offer.

     The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered hereby should be printed above in the box entitled "Description of Old
Notes Tendered," if they are not already set forth in such box, as they appear
on the certificates representing such Old Notes. The certificate number(s) of
the Old Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes above.

     If tendered Old Notes are not exchanged pursuant to the Exchange Offer for
any reason, or if certificates are submitted for more Old Notes than are
tendered or accepted for exchange, certificates of such unexchanged or
untendered Old Notes will be returned (or, in the case of Old Notes tendered by
book-entry transfer, such Old Notes will be credited to an account maintained at
DTC), without expense to the tendering holder, promptly following the expiration
or termination of the Exchange Offer.

     The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, the Company may not be required to accept for exchange any of
the Old Notes tendered hereby.


                                        5
<PAGE>   6
     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be issued
in the name(s) of the undersigned or, in the case of a book-entry transfer of
Old Notes, that such New Notes be credited to the account indicated above
maintained at DTC. If applicable, substitute certificates representing Old Notes
not exchanged or not accepted for exchange will be issued to the undersigned or,
in the case of a book-entry transfer of Old Notes, will be credited to the
account indicated above maintained at DTC. Similarly, unless otherwise indicated
under "Special Delivery Instructions" below, the undersigned hereby directs that
the New Notes be delivered to the undersigned at the address shown above in the
box entitled "Description of Old Notes Tendered."


                                        6
<PAGE>   7
                               HOLDER(S) SIGN HERE
                          (See Instructions 2, 5 and 6)
                (Please Complete Substitute Form W-9 on Page 16)
      (Note: Signature(s) Must be Guaranteed if Required by Instruction 2)

     Must be signed by registered holders exactly as name(s) appear(s) on
certificates for the Old Notes hereby tendered or on a security position
listing, or by any persons authorized to become the registered holders by
endorsements and documents transmitted herewith (including such opinions of
counsel, certifications and other information as may be required by the Company,
the Trustee for the Old Notes, or the Exchange Agent to comply with the
restrictions on transfer applicable to the Old Notes). If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary or representative capacity, please
set forth the signer's full title. See Instruction 5.


                             (Signatures of Holders)
Date:


Name:

                                 (Please Print)


Capacity (full title):



Address:

                               (Include Zip Code)


Area Code and Telephone Number:



Taxpayer Identification or Social Security No.:


                             GUARANTEE OF SIGNATURE

                           (See Instructions 2 and 5)

Authorized Signature:



Date: ______________


Name of Firm:

                                 (Please Print)

Capacity (full title):


Address:


                               (Include Zip Code)

Area Code and Telephone Number:


                          SPECIAL ISSUANCE INSTRUCTIONS

                          (SEE INSTRUCTIONS 4, 5 AND 6)

     To be completed ONLY if the New Notes and/or any Old Notes that are not
tendered are to be issued in the name of someone other than the registered
holder of the Old Notes whose name appears above.

Issue   [ ]  New Notes  [ ] Old Notes not Tendered

to:

Name:
                                 (Please Print)

Address:
                               (Include Zip Code)


                        (Area Code and Telephone Number)


                             (Tax Identification or
                             Social Security Number)




                          SPECIAL DELIVERY INSTRUCTIONS

                          (SEE INSTRUCTIONS 4, 5 AND 6)

     To be completed ONLY if the New Notes and/or any Old Notes that are not
tendered are to be sent to someone other than the registered holder of the Old
Notes whose name appears above, or to such registered holder at an address other
than that shown above.

Mail    [ ]  New Notes  [ ] Old Notes not Tendered

to:

Name:
                                 (Please Print)



Address:
                               (Include Zip Code)


                        (Area Code and Telephone Number)


                             (Tax Identification or
                             Social Security Number)


                                       7
<PAGE>   8
                                  INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER OF V.F. CORPORATION TO
EXCHANGE ITS 8.10% NEW NOTES DUE 2005 AND 8.50% NEW NOTES DUE 2010 FOR ALL OF
ITS OUTSTANDING 8.10% NOTES DUE 2005 AND 8.50% NOTES DUE 2010.

     1. Book-Entry Transfer; Delivery of this Letter of Transmittal and Notes;
Guaranteed Delivery Procedures. To tender in the Exchange Offer, holders must
tender by (a) forwarding certificates herewith or (b) book-entry transfer,
pursuant to the procedures set forth in "The Exchange Offer--Procedures for
Tendering" and "--Book-Entry Transfer" in the Prospectus. Holders who are DTC
Participants tendering by book-entry transfer may execute such tender through
DTC's ATOP system. A holder using ATOP should transmit its acceptance to DTC on
or prior to the Expiration Date. DTC will verify such acceptance, execute a
book-entry transfer of the tendered Old Notes into the Exchange Agent's account
at DTC and then send to the Exchange Agent a Book-Entry Confirmation, including
an agent's message confirming that DTC has received an express acknowledgment
from such holder that such holder has received and agrees to be bound by this
Letter of Transmittal and that the Company may enforce this Letter of
Transmittal against such holder. The Book-Entry Confirmation must be received by
the Exchange Agent in order for the tender relating thereto to be effective.
Book-entry transfer to DTC in accordance with DTC's procedures does not
constitute delivery of the Book-Entry Confirmation to the Exchange Agent. The
term "Book-Entry Confirmation" means a timely confirmation of a book-entry
transfer of Old Notes into the Exchange Agent's account at DTC. The term
"agent's message" means a message, transmitted by DTC to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation, which states
that DTC has received an express acknowledgment from the tendering participant,
which acknowledgment states that such participant has received and agrees to be
bound by the Letter of Transmittal (including the representations contained
herein) and that the Company may enforce the Letter of Transmittal against such
participant.

     If the tender is not made pursuant to the book-entry transfer procedures,
certificates, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at its address set forth herein on or prior to the
Expiration Date in order for such tender to be effective. Old Notes may be
tendered in whole or in part in denominations of $1,000 and integral multiples
thereof.

     Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer-Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution (by facsimile
transmission, mail or hand delivery) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Company, setting forth the name and address of the holder of Old Notes and the
amount of Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the Expiration Date, the certificates for all physically tendered Old
Notes, or a Book-Entry Confirmation, and any other documents required by this
Letter of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) a properly executed Letter of Transmittal, as well as
the certificates for all physically tendered Old Notes in proper form for
transfer or Book-Entry Confirmation, as the case may be, and all other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three NYSE trading days after the Expiration Date.

     The Notice of Guaranteed Delivery must be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange Agent
on or prior to the Expiration Date, and must include a guarantee by an Eligible
Institution in the form set forth in such notice. For Old Notes to be properly
tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must
receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As
used herein and in the Prospectus, "Eligible Institution" means a firm or other
entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 as
"an eligible guarantor institution," including (as such terms are defined
therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer;


                                        8
<PAGE>   9
(iii) a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.

     THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS,
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE  EXPIRATION  DATE. DO NOT SEND THIS LETTER OF
TRANSMITTAL OR ANY OLD NOTES TO THE COMPANY.

     The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by book- entry transfer through ATOP or
execution of a Letter of Transmittal (or facsimile thereof), waives any right to
receive any notice of the acceptance of such tender.

     2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if:

     (i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in DTC whose
name appears on a security position listing as the owner of the Old Notes) of
Old Notes tendered herewith, unless such holder has completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" above; or

     (ii) such Old Notes are tendered for the account of a firm that is an
Eligible Institution.

     In all other cases, an Eligible Institution must guarantee the signature on
this Letter of Transmittal. See Instruction 5.

     3. Inadequate Space. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule which is attached to this Letter
of Transmittal.

     4. Partial Tenders (Not Applicable to Holders of Old Notes Who Tender by
Book-Entry Transfer); Withdrawal Rights. Tenders of Old Notes will be accepted
only in the principal amount of $1,000 and integral multiples thereof. If less
than all of the Old Notes evidenced by a submitted certificate are to be
tendered, the tendering holder(s) should fill in the aggregate principal amount
of Old Notes to be tendered in the box above entitled "Description of Old Notes
Tendered--Principal Amount of Old Notes Tendered (If Less Than All Are
Tendered)." A reissued certificate representing the balance of untendered Old
Notes will be sent to such tendering holder, unless otherwise provided in the
appropriate box on this Letter of Transmittal, promptly after the Expiration
Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO
HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

     Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to the expiration date. In order for a withdrawal to be
effective prior to that time, a written or facsimile transmission notice of
withdrawal must be timely received by the Exchange Agent at one of its addresses
set forth above prior to the Expiration Date. Any such notice of withdrawal must
specify the name of the person having deposited the Old Notes to be withdrawn,
the aggregate principal amount of Old Notes to be withdrawn and (if certificates
for such Old Notes have been tendered) the name of the registered holder of the
Old Notes as set forth on the certificate for the Old Notes, if different from
that of the person who tendered such Old Notes. If certificates for the Old
Notes have been delivered or otherwise identified to the Exchange Agent, then
prior to the physical release of such certificates for the Old Notes, the
tendering holder must submit the serial numbers shown on the particular
certificates for the Old Notes to be withdrawn and the signature on the notice
of withdrawal must be guaranteed by an Eligible Institution, except in the case
of Old Notes tendered for the account of an Eligible Institution. If Old Notes
have been tendered pursuant to the procedures for book-entry transfer set forth
in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus, the
notice of withdrawal must specify the name and number of the account at the
book-entry transfer

                                        9
<PAGE>   10
facility system of DTC to be credited with the withdrawal of Old Notes, in which
case a notice of withdrawal will be effective if delivered to the Exchange Agent
by written or facsimile transmission. Withdrawals of tenders of Old Notes may
not be rescinded. Old Notes properly withdrawn will not be deemed to have been
validly tendered for purposes of the Exchange Offer, and no New Notes will be
issued with respect thereto unless the Old Notes so withdrawn are validly
retendered. Properly withdrawn Old Notes may be retendered at any subsequent
time on or prior to the Expiration Date by following the procedures described in
the Prospectus under "The Exchange Offer-- Procedures for Tendering."

     All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Company, any employees, agents, affiliates or assigns of the
Company, the Exchange Agent nor any other person shall be under any duty to give
any notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give such notification. Any Old Notes which have been
tendered but which are withdrawn will be returned to the holder thereof without
cost to such holder as promptly as practicable after withdrawal.

     5. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the holder
of the Old Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates or on a securities position
listing without any change whatsoever.

     If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter of Transmittal.

     If any tendered Old Notes are registered in different names on several
certificates or securities positions listings, it will be necessary to complete,
sign and submit as many separate copies of this Letter of Transmittal as there
are different registrations.

     When this Letter of Transmittal is signed by the holder or holders of the
Old Notes specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required. If, however, the New Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the holder, then endorsements of any certificates transmitted hereby or separate
bond powers are required. Signatures on such certificate(s) must be guaranteed
by an Eligible Institution.

     In connection with any tender of Old Notes in definitive certificated form,
if this Letter of Transmittal is signed by a person other than the registered
holder or holders of any certificate(s) specified herein, such certificate(s)
must be endorsed or accompanied by appropriate bond powers, in either case
signed exactly as the name or names of the registered holder or holders
appear(s) on the certificate(s), and the signatures on such certificate(s) must
be guaranteed by an Eligible Institution.

     If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted.

     Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 5 must be guaranteed by an Eligible Institution.

     6. Special Issuance and Delivery Instructions. If New Notes are to be
issued in the name of a person other than the registered holder, or if New Notes
are to be sent to someone other than the registered holder or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Certificates for Old Notes not exchanged will be returned
by mail or, if tendered by book-entry transfer, by crediting the account
indicated above maintained at DTC unless the appropriate boxes on this Letter of
Transmittal are completed. See Instruction 4.

     7. Tax Identification Number. Under U.S. federal income tax law, a holder
whose tendered Old Notes are accepted for exchange is required to provide the
Exchange Agent (as payor) with such holder's correct taxpayer identification
number ("TIN") on the Substitute Form W-9 below which, in the case of a
tendering holder who is an

                                       10
<PAGE>   11
individual, is his or her Social Security Number. In the case of a tendering
holder who is an individual who does not have and is not eligible to obtain a
Social Security Number (e.g., a resident alien), the correct taxpayer
identification number is such holder's IRS individual taxpayer identification
number ("ITIN"). If the Exchange Agent is not provided with the correct TIN, the
Internal Revenue Service (the "IRS") may subject the holder or other payee to a
$50 penalty. In addition, payments to such holders or other payees with respect
to Old Notes exchanged pursuant to the Exchange Offer may be subject to 31%
backup withholding.

     The box in Part 3 of the Substitute Form W-9 should be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 3 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.

     The holder is required to give the Exchange Agent the TIN (e.g., social
security number, employer identification number or IRS individual taxpayer
identification number) of the registered owner of the Old Notes or of the last
transferee appearing on the transfers attached to, or endorsed on, the Old
Notes. If the Old Notes are registered in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.

     Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding requirements. Such holders should nevertheless complete the attached
Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid
possible erroneous backup withholding. A foreign person may qualify as an exempt
recipient by submitting a properly completed IRS Form W-8BEN (Certificate of
Foreign Status), or an appropriate successor form, signed under penalties of
perjury, attesting to that holder's exempt status. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.

     8. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged
are to be delivered to, or are to be registered or issued in the name of, any
person other than the holder of the Old Notes tendered hereby, or if tendered
Old Notes are registered in the name of any person other than the person signing
this Letter of Transmittal, or if a transfer tax is imposed for any reason other
than the transfer of Old Notes to the Company or its order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.

     EXCEPT AS PROVIDED IN THIS INSTRUCTION 8, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER OF
TRANSMITTAL.

     9. Determination of Validity. The Company will determine, in its sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of Old
Notes, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any and all tenders determined by
it not to be in proper form or the acceptance of which, or exchange for which,
may, in the view of counsel to the Company, be unlawful. The Company also
reserves the absolute right, subject to applicable law, to waive any of the
conditions of the Exchange Offer set forth in the Prospectus under the caption
"The Exchange Offer" or any conditions or irregularity in any tender of Old
Notes of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders.


                                       11
<PAGE>   12
     The Company's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Old Notes will be deemed to have been validly
made until all irregularities with respect to such tender have been cured or
waived. Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Old Notes, neither the Company, any
employees, agents, affiliates or assigns of the Company, the Exchange Agent, nor
any other person shall be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.

     10. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Old Notes for exchange.

     Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.

     11. Lost, Stolen or Destroyed Old Notes. If any certificates representing
Old Notes have been lost, destroyed or stolen, the holder should promptly notify
the Exchange Agent. The holder will then be instructed as to the steps that must
be taken in order to replace the certificates. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost,
destroyed or stolen certificates have been followed.

     12. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus, the Notice of Guaranteed Delivery and this Letter of Transmittal,
may be directed to the Exchange Agent, at the address and telephone number
indicated on the front of this Letter of Transmittal.

     IMPORTANT:  THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT'S
MESSAGE IN LIEU THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.


                                       12
<PAGE>   13
                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                               (SEE INSTRUCTION 7)


               PAYER'S NAME: U.S. BANK TRUST NATIONAL ASSOCIATION

SUBSTITUTE                          PART I -- Enter your TIN in the appropriate
                                    box. For individuals, this is your social
                                    security number (SSN). For individuals who
FORM W-9                            do not have and are not eligible to obtain a
                                    Social Security Number, this is your IRS
                                    individual taxpayer identification number
                                    (ITIN). For other entities, it is your
                                    employer identification number (EIN).

                                    Social security number, Employer
                                    identification number OR IRS individual
                                    taxpayer identification number:

DEPARTMENT OF THE TREASURY          PART 2 -- CERTIFICATION -- Under penalties
INTERNAL REVENUE SERVICE            of perjury, I certify that: (1) The number
                                    shown on this form is my correct Taxpayer
PAYER'S REQUEST FOR TAXPAYER        Identification Number (or I am waiting for a
IDENTIFICATION NUMBER (TIN)         number to be issued to me) and (2) I am not
                                    subject to backup withholding either because
                                    (a) I am exempt from backup withholding, or
                                    (b) I have not been notified by the Internal
                                    Revenue Service ("IRS") that I am subject to
                                    backup withholding as a result of a failure
                                    to report all interest or dividends, or (c)
                                    the IRS has notified me that I am no longer
                                    subject to backup withholding.

                                    CERTIFICATION INSTRUCTIONS -- You must cross
                                    out item (2) above if you have been notified
                                    by the IRS that you are currently subject to
                                    backup withholding because you have failed
                                    to report interest or dividends on your tax
                                    return. However, if after being notified by
                                    the IRS that you are subject to backup
                                    withholding you received another
                                    notification from the IRS that you are no
                                    longer subject to backup withholding do no
                                    cross out such item (2).

                                    THE INTERNAL REVENUE SERVICE DOES NOT
                                    REQUIRE YOUR CONSENT TO ANY PROVISION OF
                                    THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
                                    REQUIRED TO AVOID BACKUP WITHHOLDING.

                                    SIGNATURE                    DATE


                                    NAME

                                                   (Please Print)

                                    BUSINESS NAME

                                                   (If different) (Please Print)

                                    ADDRESS
                                                   (Please Print)

                                    If exempt recipient, write "EXEMPT" in the
                                    space below. See the accompanying Guidelines
                                    for Certification of Taxpayer Identification
                                    Number on Substitute Form W-9.

                                    PART 3 --

                                    Awaiting TIN [ ]



NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
         OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
         TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
         DETAILS.


                                       13
<PAGE>   14
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9


             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

         I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number within
sixty (60) days.

Signature                                    Date

Name
                                 (Please Print)

Address
                                 (Please Print)


                                       14
<PAGE>   15
             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

HOW TO GET A TIN

If you don't have a taxpayer identification number (a "TIN"), apply for one
immediately. To apply, get Form SS-5, Application for a Social Security Number
Card (for individuals), from you local office of the Social Security
Administration, or Form SS-4,

Application for Employer Identification Number (for businesses and all other
entities), from you local IRS office. For individuals who do not have and are
not eligible to obtain a Social Security Number, apply for an IRS taxpayer
identification number on Form W-7 which is available from your local IRS office.

If you do not have a TIN, write "Applied For" in the space for the TIN in Part
1, sign and date the form, and give it to the requester. Generally, you will
then have 60 days to get a TIN and give it to the requester. If the requester
does not receive your TIN within 60 days, backup withholding, if applicable,
will begin and continue until you furnish your TIN.

NOTE: Writing "Applied For" on the form means that you have already applied for
a TIN or that you intend to apply for one soon.

As soon as you receive your TIN, complete a Form W-9, include your TIN, sign and
date the form, and give it to the requester.

SPECIFIC INSTRUCTIONS

NAME. If you are an individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage, without informing the Social Security Administration of the
name change, please enter you first name, the last name shown on your social
security card, and your new last name.

SOLE PROPRIETOR. You must enter your individual name (enter either your social
security number ("SSN") or your employer identification number ("EIN") in Part
1). You may also enter your business name or "doing business as" name on the
business name line. Enter your name as shown on your social security card and
business name as it was used to apply for your EIN on Form SS-4.

PART I -- TIN

You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter either your SSN or your EIN. Also see the chart on the attached
page for further clarification of name and TIN combinations. If you do not have
a TIN, follow the instructions under "How to Get a TIN" above.

PART II -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING

Individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments. If you are
exempt from backup withholding, you should still complete this form to avoid
possible erroneous backup withholding. Enter your correct TIN in Part I, write
"Exempt" in the space provided, and sign and date the form.

If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester a completed Form W-8, Certificate of Foreign
Status.

The following is a list of payees exempt from backup withholding. For
interest and dividends, all listed payees are exempt except the payee in item
(ix). For broker transactions, payees listed in items (i) through (xiii), and a
person registered under the Investment Advisors Act of 1940 who regularly acts
as a broker are exempt.

(i)      a corporation;

(ii)     an organization exempt from tax under Section 501(a) of the Internal
         Revenue Code of 1986, as amended (the "Code"), or an individual
         retirement account, or a custodial account under Section 403(b)(7) of
         the Code if the account satisfies the requirements of Section 401(f)(2)
         of the Code;

(iii)    the United States or any of its agencies or instrumentalities;

(iv)     a state, the District of Columbia, a possession of the United States,
         or any of their political subdivisions or instrumentalities;

(v)      a foreign government or any of its political subdivisions, agencies or
         instrumentalities;

(vi)     an international organization or any of its agencies or
         instrumentalities;

(vii)    a foreign central bank of issue;

(viii)   a dealer in securities or commodities required to register in the
         United States or a possession of the United States;

(ix)     a futures commission merchant registered with the Commodity Futures
         Trading Commission;

(x)      a real estate investment trust;

(xi)     an entity registered at all times during the tax year under the
         Investment Company Act of 1940;

(xii)    a common trust fund operated by a bank under Section 584(a) of the
         Code;

(xiii)   a financial institution;

(xiv)    a middleman known in the investment community as a nominee or who is
         listed in the most recent publication of the American Society of
         Corporate Secretaries, Inc., Nominee List; or

(xv)     a trust exempt from tax under Section 664 or described in Section 4947.

PRIVACY ACT NOTICE -- Section 6109 requires you to give your TIN to persons who
must report certain payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your TIN to a requester, you are subject to a penalty of $50 for each
such failure unless your failure is due to reasonable cause and not to willful
neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make
a false statement with no reasonable basis which results in no backup
withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>   16
             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER NAME AND IDENTIFICATION NUMBER TO GIVE THE
REQUESTER.--Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the requester.

FOR THIS TYPE OF ACCOUNT:                GIVE THE SOCIAL SECURITY NUMBER OF--
- -------------------------------          ---------------------------------------

1. An individual's account               The individual

2. Two or more individuals               The actual owner of the account or,
   (joint account)                       if combined funds, the first individual
                                         on the account(1)

3. Husband and wife (joint               The actual owner of the account or, if
   account)                              joint funds, the first individual on
                                         the account(1)

4. Custodian account of a                The minor(2)
   minor (Uniform Gift to
   Minors Act)

5. Adult and minor (joint                The adult or, if the minor is the only
   account)                              contributor, the minor(1)

6. Account in the name of                The ward, minor, or incompetent
   guardian or committee for a           person(3)
   designated ward, minor, or
   incompetent person

7. a. The usual revocable                The grantor-trustee(1)
      savings trust account
      (grantor is also trustee)

   b. So-called trust account            The actual owner(1)
      that is not a legal or valid
      trust under State law

8. Sole proprietorship account           The owner(4)

9. A valid trust, estate, or             The legal entity (Do not furnish the
   pension trust                         identifying number of the personal
                                         representative or trustee unless the
                                         legal entity itself is not designated
                                         in the account title.) (5)

10.   Corporate account                  The corporation

11.   Religious, charitable, or          The organization
      educational organization
      account

12.   Partnership account held in        The partnership
      the name of the business

13.   Association, club, or other        The organization
      tax-exempt organization

14.   A broker or registered             The broker or nominee
      nominee

15.   Account with the Department        The public entity
      of Agriculture in the name of
      a public entity (such as a
      State or local government,
      school district, or prison) that
      receives agricultural program
      payments

(1)   List first and circle the name of the person whose number you furnish.

(2)   Circle the minor's name and furnish the minor's social security number.

(3)   Circle the ward's, minor's or incompetent person's name and furnish such
      person's social security number.

(4)   Show your individual name.  You may also enter your business name.  You
      may use either your Social Security Number or Employer Identification
      Number.

(5)   List first and circle the name of the legal trust, estate, or pension
      trust.

Note: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>10
<FILENAME>w41166ex99-2.txt
<DESCRIPTION>FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>

<PAGE>   1

                                                                    Exhibit 99.2

                          NOTICE OF GUARANTEED DELIVERY

                                       FOR

                              8.10% NOTES DUE 2005

                              8.50% NOTES DUE 2010

                                       OF

                                V.F. CORPORATION


     This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of V.F. Corporation, a Pennsylvania corporation (the "Company"),
made pursuant to the Prospectus, dated     , 2000 (as the same may be amended or
supplemented from time to time the "Prospectus"), if certificates for the
outstanding 8.10% notes due 2005 or outstanding 8.50% notes due 2010 of the
Company (together, the "Old Notes") are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely basis or time
will not permit the Old Notes, the Letter of Transmittal and all other required
documents to reach U.S. Bank Trust National Association (the "Exchange Agent")
on or prior to 5:00 p.m., New York City time, on the Expiration Date of the
Exchange Offer. This Notice of Guaranteed Delivery may be delivered by hand,
overnight courier or mail, or transmitted by facsimile transmission, to the
Exchange Agent as set forth below. See "The Exchange Offer--Procedures for
Tendering" in the Prospectus. Capitalized terms used herein but not defined
herein have the respective meanings given to them in the Prospectus.


THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON       , 2001 UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").

           TO: U.S. BANK TRUST NATIONAL ASSOCIATION, AS EXCHANGE AGENT

<TABLE>
<S>                                            <C>
     By Mail or Hand/Overnight Delivery:                 By Facsimile:

     U.S. Bank Trust National Association                (651) 244-8884
             180 East 5th Street
              St. Paul, MN 55101                     Confirm by Telephone:
        Attention: Specialized Finance
                                                         (651) 244-1197
</TABLE>

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.

     THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE>   2
Ladies and Gentlemen:

     The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Old Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures."

     All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.

<TABLE>
<S>                                                            <C>
             PLEASE SIGN AND COMPLETE                                     Name(s) of Registered Holder(s):

Signature(s) of Owner(s) or
                                                               -------------------------------------------------------

Authorized Signatory:
                      ---------------------------------        -------------------------------------------------------

                                                               Address:
- -------------------------------------------------------                 ----------------------------------------------

Principal Amount of Old Notes Tendered:*
                                                               -------------------------------------------------------

                                                               Area Code and Telephone No.:
- -------------------------------------------------------                                     --------------------------

                                                               If Old Notes will be tendered by book-entry transfer
- -------------------------------------------------------        provide the following information:
Certificate No(s). of Old Notes (if available):
                                                               Signature:
- -------------------------------------------------------                   --------------------------------------------

                                                               DTC Account Number:
- -------------------------------------------------------                            -----------------------------------

Date:                                                          Date:
     --------------------------------------------------              -------------------------------------------------
</TABLE>


     This Notice of Guaranteed Delivery must be signed by the holder(s) of Old
Notes exactly as its (their) name(s) appear on certificates for Old Notes or on
a security position listing as the owner of Old Notes, or by person(s)
authorized to become holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information.

                      PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):
        ------------------------------------------------------------------------

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

Capacity:
         -----------------------------------------------------------------------

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

Address(es):
            --------------------------------------------------------------------

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

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

DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. NOTES SHOULD BE
SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.

              THE GUARANTEE ON THE OPPOSITE PAGE MUST BE COMPLETED


- ------------------------------------
* Must be in denominations of $1,000 and integral multiples thereof.

                                        2
<PAGE>   3
                                    GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") as an
"eligible guarantor institution," including (as such terms are defined therein):
(i) a bank; (ii) a broker, dealer, municipal securities broker, municipal
securities dealer, government securities broker or government securities dealer;
(iii) a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association recognized program (each of the
foregoing being referred to as an "Eligible Institution"), hereby guarantees to
deliver to the Exchange Agent at the address set forth above, either the Old
Notes tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Old Notes to the Exchange Agent's account at The
Depository Trust Company, pursuant to the procedure for book-entry transfer set
forth in the Prospectus, in either case together with one or more properly
completed and duly executed Letters of Transmittal (or facsimile thereof or
agent's message in lieu thereof) and any other required documents within three
New York Stock Exchange trading days after the Expiration Date.

     The undersigned acknowledges that it must deliver the Letter of Transmittal
(or agent's message in lieu thereof) and Old Notes tendered hereby to the
Exchange Agent within the time period set forth above and that failure to do so
could result in financial loss to the undersigned.



<TABLE>
<S>                                                          <C>
Name of Firm:
             --------------------------------------          -----------------------------------------------------
                                                                                (Authorized Signature)
Address:
        -------------------------------------------
                                                             Name:
                                                                  ------------------------------------------------

- ---------------------------------------------------
                  (Include Zip Code)                         Title:
                                                                   -----------------------------------------------


Area Code and                                                Date:
Telephone No.: ------------------------------------               ------------------------------------------------


                                                                  ------------------------------------------------
</TABLE>


DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. NOTES SHOULD BE
SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.


                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>11
<FILENAME>w41166ex99-3.txt
<DESCRIPTION>FORM OF LETTER TO CLIENTS
<TEXT>

<PAGE>   1

                                                                    Exhibit 99.3

                                V.F. CORPORATION


                              OFFER TO EXCHANGE ITS
                       8.10% NEW NOTES DUE OCTOBER 1, 2005
                   AND ITS 8.50% NEW NOTES DUE OCTOBER 1, 2010
                       FOR ANY AND ALL OF ITS OUTSTANDING
                         8.10% NOTES DUE OCTOBER 1, 2005
               AND ITS OUTSTANDING 8.50% NOTES DUE OCTOBER 1, 2010



                                 To Our Clients:

         Enclosed is a Prospectus, dated         , 2000, of V.F. Corporation, a
Pennsylvania corporation (the "COMPANY"), and a related Letter of Transmittal
(which together constitute the "EXCHANGE OFFER") relating to the offer by the
Company to exchange its 8.10% New Notes due October 1, 2005 and its 8.50% New
Notes due October 1, 2010 (collectively, the "NEW NOTES"), pursuant to an
offering registered under the Securities Act of 1933, as amended (the
"Securities ACT"), for a like principal amount of its issued and outstanding
8.10% Notes due October 1, 2005 and its 8.50% Notes due October 1, 2010
(collectively, the "OLD NOTES") upon the terms and subject to the conditions set
forth in the Exchange Offer.

         PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON,           2001, UNLESS EXTENDED.

         The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.

         We are the holder of record and/or participant in the book-entry
transfer facility of Old Notes held by us for your account. A tender of such Old
Notes can be made only by us as the record holder and/or participant in the
book-entry transfer facility and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Old Notes held by us for your account.
<PAGE>   2
         We request instructions as to whether you wish to tender any or all of
the Old Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may on your
behalf make the representations contained in the Letter of Transmittal.

         Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by the holder are being acquired in
the ordinary course of its business, and (iii) the holder has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes. If the tendering holder is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, we will represent on behalf of such broker-dealer that the Old Notes
to be exchanged for the New Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes, such broker-dealer is not deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.


                                    Very truly yours,



                                        2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>12
<FILENAME>w41166ex99-4.txt
<DESCRIPTION>FORM OF LETTER TO NOMINEES
<TEXT>

<PAGE>   1
                                                                    Exhibit 99.4

                                V.F. CORPORATION


                              OFFER TO EXCHANGE ITS
                       8.10% NEW NOTES DUE OCTOBER 1, 2005
                   AND ITS 8.50% NEW NOTES DUE OCTOBER 1, 2010
                       FOR ANY AND ALL OF ITS OUTSTANDING
                         8.10% NOTES DUE OCTOBER 1, 2005
               AND ITS OUTSTANDING 8.50% NOTES DUE OCTOBER 1, 2010



                    To Registered Holders and The Depository
                           Trust Company Participants:


         Enclosed are the materials listed below relating to the offer by V.F.
Corporation, a Pennsylvania corporation (the "Company"), to exchange its 8.10%
New Notes due October 1, 2005 and its 8.50% New Notes due October 1, 2010
(collectively, the "New NOTES"), pursuant to an offering registered under the
Securities Act of 1933, as amended (the "Securities Act"), for a like principal
amount of its issued and outstanding 8.10% Notes due October 1, 2005 and 8.50%
Notes due October 1, 2010 (collectively, the "Old NOTES") upon the terms and
subject to the conditions set forth in the Company's Prospectus, dated   , 2000,
and the related Letter of Transmittal (which together constitute the "Exchange
Offer").

         Enclosed herewith are copies of the following documents:

         1.   Prospectus dated      , 2000;

         2.   Letter of Transmittal;

         3.   Notice of Guaranteed Delivery;

         4.   Instruction to Registered Holder and/or Book-Entry Transfer
              Participant from Owner; and

         5.   Letter which may be sent to your clients for whose account you
              hold Old Notes in your name or in the name of your nominee, to
              accompany the
<PAGE>   2
              instruction form referred to above, for obtaining such client's
              instruction with regard to the Exchange Offer.

         WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON  , 2001 UNLESS
EXTENDED.

         The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.

         Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by it are being acquired in the
ordinary course of its business, and (iii) the holder has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes. If the tendering holder is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, you will represent on behalf of such broker-dealer that the Old Notes
to be exchanged for the New Notes were acquired by it as a result of market-
making activities or other trading activities, and acknowledge on behalf of such
broker- dealer that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes. By acknowledging
that it will deliver and by delivering a prospectus meeting the requirements of
the Securities Act in connection with any resale of such New Notes, such
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         The enclosed Instruction to Registered Holder and/or Book-Entry
Transfer Participant from Owner contains an authorization by the beneficial
owners of the Old Notes for you to make the foregoing representations.

         The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company
will pay or cause to be paid any transfer taxes payable on the transfer of Old
Notes to it, except as otherwise provided in Instruction 8 of the enclosed
Letter of Transmittal.

         Additional copies of the enclosed material may be obtained from the
undersigned.

                                    Very truly yours,

                                    U.S. BANK TRUST
                                    NATIONAL ASSOCIATION


                                        2
<PAGE>   3
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU THE AGENT
OF V.F. CORPORATION OR U.S. BANK TRUST NATIONAL ASSOCIATION, OR AUTHORIZE YOU TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.




                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>13
<FILENAME>w41166ex99-5.txt
<DESCRIPTION>FORM OF INSTRUCTION TO REGISTERED HOLDERS
<TEXT>

<PAGE>   1

                                                                    Exhibit 99.5

                     INSTRUCTION TO REGISTERED HOLDER AND/OR
               BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM OWNER
                                       OF
                                V.F. CORPORATION


                         8.10% Notes Due October 1, 2005
                       and 8.50% Notes Due October 1, 2010
                         (collectively, the "Old Notes")


TO REGISTERED HOLDER AND/OR PARTICIPANT OF THE BOOK-ENTRY TRANSFER
FACILITY:


         The undersigned hereby acknowledges receipt of the Prospectus dated  ,
2000 (the "PROSPECTUS") of V.F. Corporation, a Pennsylvania corporation (the
"COMPANY"), and the accompanying Letter of Transmittal (the "Letter of
TRANSMITTAL"), that together constitute the Company's offer (the "EXCHANGE
OFFER"). Capitalized terms used but not defined herein have the meanings as
ascribed to them in the Prospectus or the Letter of Transmittal.

         This will instruct you, the registered holder and/or book-entry
transfer facility participant, as to the action to be taken by you relating to
the Exchange Offer with respect to the Old Notes held by you for the account of
the undersigned.

         The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (fill in amount):

         $            of the 8.10% Notes Due October 1, 2005
          -----------

         $            of the 8.50% Notes Due October 1, 2010
          -----------

         With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):

/ / To TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered, if any):
<PAGE>   2
         $            of the 8.10% Notes Due October 1, 2005
          -----------
         $            of the 8.50% Notes Due October 1, 2010
          -----------

/ / NOT to TENDER any Old Notes held by you for the account of the undersigned.

   If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized to make, on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations, that (i) the holder is
not an "affiliate" of the Company, (ii) any New Notes to be received by the
holder are being acquired in the ordinary course of its business, and (iii) the
holder has no arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act) of such New Notes. If
the undersigned is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes, it represents that such Old Notes were
acquired as a result of market- making activities or other trading activities,
and it acknowledges that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes, such broker-dealer is not deemed to admit that it is an "underwriter"
within the meaning of the Securities Act of 1933, as amended.

                                        2
<PAGE>   3
                                    SIGN HERE

Name of beneficial owner(s):
                             ---------------------------------------------------


Signature(s):
             -------------------------------------------------------------------


Name(s) (please print):
                       ---------------------------------------------------------


Address:
        ------------------------------------------------------------------------

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


Telephone Number:
                 ---------------------------------------------------------------


Taxpayer Identification or Social Security Number:
                                                  ------------------------------

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

Date:
     ---------------------------------------------------------------------------



                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>14
<FILENAME>w41166ex99-6.txt
<DESCRIPTION>FORM OF EXCHANGE AGENT AGREEMENT
<TEXT>

<PAGE>   1
                                                                    Exhibit 99.6



                                                                          , 2000


                            EXCHANGE AGENT AGREEMENT

U.S. Bank Trust National Association
180 East 5th Street
St. Paul, MN 55101
Attention: Specialized Finance

Ladies and Gentlemen:

     V.F. Corporation, a Pennsylvania corporation (the "Company"), proposes to
make an offer (the "Exchange Offer") to exchange up to $300,000,000 principal
amount of its 8.10% notes due 2005 and $200,000,000 principal amount of its
8.50% notes due 2010 (the "New Notes"), for a like principal amount of its
respective outstanding 8.10% notes due 2005 and 8.50% notes due 2010 (the "Old
Notes"). The terms and conditions of the Exchange Offer are set forth in a
Prospectus (the "Prospectus") included in the Company's registration statement
on Form S-4 (File No. 333-   ), as it may be amended from time to time (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "SEC"), and proposed to be distributed to all record holders of the Old
Notes. The Old Notes and the New Notes are collectively referred to herein as
the "Notes." Capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Prospectus or accompanying Letter of
Transmittal.

     The Company hereby appoints U.S. Bank Trust National Association to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to U.S. Bank Trust National
Association.

     The Exchange Offer is expected to be commenced by the Company on or about
 , 2000. The Letter of Transmittal accompanying the Prospectus (or in the case
of book entry securities, either the Letter of Transmittal or the Automated
Tender Offer Program ("ATOP") system) is to be used by the holders of the Old
Notes to accept the Exchange Offer and contains instructions with respect to the
delivery of certificates for Old Notes tendered.

     The Exchange Offer shall expire at 5:00 P.M., New York City time, on  ,
2001, or on such later date or time to which the Company may extend the Exchange
Offer (the "Expiration Date"). Subject to the terms and conditions set forth in
the Prospectus, the Company expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving oral
(confirmed in writing) or written notice to you before 9:00 A.M., New York City
time, on the next business day after the previously scheduled Expiration Date.

     The Company expressly reserves the right, in its sole discretion, to amend
or terminate the Exchange Offer, and not to accept for exchange any Old Notes
not theretofore accepted for exchange. The Company will give oral (confirmed in
writing) or written notice of any amendment, termination or nonacceptance to you
as promptly as practicable.

     In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:

     1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange Offer", in
the Letter of Transmittal accompanying the Prospectus or as
<PAGE>   2
specifically set forth herein; provided, however, that in no way will your
general duty to act in good faith and without gross negligence or willful
misconduct be limited by the foregoing.

     2. You will establish an account with respect to the Old Notes at The
Depository Trust Company ("DTC") for purposes of the Exchange Offer within two
business days after the date of the Prospectus, and any financial institution
that is a participant in DTC's systems may, until the Expiration Date, make
book-entry delivery of the Old Notes by causing DTC to transfer such Old Notes
into your account in accordance with DTC's procedures for such transfer. In
every case, however, a Letter of Transmittal (or a manually executed facsimile
thereof) or an agent's message, properly completed and duly executed, with any
required signature guarantees and any other required documents must be
transmitted to and received by you prior to the Expiration Date or the
guaranteed delivery procedures described in the Exchange Offer must be complied
with.

     3. You are to examine each of the Letters of Transmittal and certificates
for Old Notes (and confirmation of book-entry transfers of Old Notes into your
account at DTC) and any other documents delivered or mailed to you by or for
holders of the Old Notes, to ascertain whether: (i) the Letters of Transmittal,
certificates and any such other documents are duly executed and properly
completed in accordance with instructions set forth therein and that such
Book-Entry Confirmations are in due and proper form and contain the information
required to be set forth therein, (ii) the Old Notes have otherwise been
properly tendered, (iii) the Old Notes tendered in part are tendered in
denominations of $1,000 and integral multiples thereof, and (iv) holders have
provided their Tax Identification Number or required certification. In each case
where the Letter of Transmittal or any other document has been improperly
completed or executed, or where Book-Entry Confirmations are not in due and
proper form or omit certain information, or any of the certificates for Old
Notes are not in proper form for transfer or some other irregularity in
connection with the acceptance of the Exchange Offer exists, you will endeavor
to inform the presenters of the need for fulfillment of all requirements and to
take any other action as may be necessary or advisable to cause such
irregularity to be corrected.

     4. With the approval of the President, any Vice President, the Secretary or
any Assistant Secretary of the Company (such approval, if given orally, to be
confirmed in writing) or any other person designated by such an officer in
writing, you are authorized to waive any irregularities in connection with any
tender of Old Notes pursuant to the Exchange Offer.

     5. At the written request of the Company or its counsel, you shall notify
tendering holders of Old Notes in the event of any extension, termination or
amendment of the Exchange Offer. In the event of any such termination, you will
return all tendered Old Notes to the persons entitled thereto, at the request
and expense of the Company.

     6. Tenders of Old Notes may be made only as set forth in the Letter of
Transmittal and in the section of the Prospectus captioned "The Exchange Offer,"
and Old Notes shall be considered properly tendered to you only when tendered in
accordance with the procedures set forth therein. Notwithstanding the provisions
of this paragraph 6, Old Notes which the President, any Vice President, the
Secretary or any Assistant Secretary of the Company or any other person
designated by any such person shall approve as having been properly tendered
shall be considered to be properly tendered (such approval, if given orally,
shall be confirmed in writing). New Notes are to be issued in exchange for Old
Notes pursuant to the Exchange Offer only (i) against deposit with you prior to
the Expiration Date or, in the case of a tender in accordance with the
guaranteed delivery procedures outlined in Instruction 1 of the Letter of
Transmittal, within three New York Stock Exchange trading days after the
Expiration Date of the Exchange Offer, together with executed Letters of
Transmittal and any other documents required by the Exchange Offer or (ii) in
the event that the holder is a participant in DTC's system, by the utilization
of DTC's ATOP and any evidence required by the Exchange Offer.

     7. You shall advise the Company with respect to any Old Notes received
subsequent to the Expiration Date and accept its instructions with respect to
disposition of such Old Notes.

     8.   You shall accept tenders:

                                        2
<PAGE>   3
          (a) in cases where the Old Notes are registered in two or more names
          only if signed by all named holders;

          (b) in cases where the signing person (as indicated on the Letter of
          Transmittal) is acting in a fiduciary or a representative capacity
          only when proper evidence of his or her authority so to act is
          submitted; and

          (c) from persons other than the registered holder of Old Notes
          provided that customary transfer requirements, including those
          regarding any applicable transfer taxes, are fulfilled.

     You shall accept partial tenders of Old Notes when so indicated and as
permitted in the Letter of Transmittal and deliver certificates for Old Notes to
the Security Registrar for split-up and return any untendered Old Notes to the
holder (or such other person as may be designated in the Letter of Transmittal)
as promptly as practicable after expiration or termination of the Exchange
Offer.

     9. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice, if given orally, to be
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Old Notes properly tendered and you, on behalf of the Company, will exchange
such Old Notes for New Notes and cause such Old Notes to be canceled. Delivery
of New Notes will be made on behalf of the Company by you at the rate of $1,000
principal amount of New Notes for each $1,000 principal amount of the Old Notes
tendered promptly after notice (such notice, if given orally, to be confirmed in
writing) of acceptance of said Old Notes by the Company; provided, however, that
in all cases, Old Notes tendered pursuant to the Exchange Offer will be
exchanged only after timely receipt by you of certificates for such Old Notes
(or confirmation of book-entry transfer into your account at DTC), a properly
completed and, except as described in the section of the Prospectus captioned
"The Exchange Offer--Procedures for Tendering", duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees and
any other required documents. Unless otherwise instructed by the Company, you
shall issue New Notes only in denominations of $1,000 or any integral multiple
thereof.

     10. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time on or prior to the Expiration Date in accordance with the
terms of the Exchange Offer.

     11. The Company shall not be required to exchange any Old Notes tendered if
any of the conditions set forth in the Exchange Offer are not met. Notice of any
decision by the Company not to exchange any Old Notes tendered shall be given
(and confirmed in writing) by the Company to you.

     12. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Old Notes tendered because of an invalid tender, the
occurrence of certain other events set forth in the Prospectus or otherwise, you
shall as soon as practicable after the expiration or termination of the Exchange
Offer return those certificates for unaccepted Old Notes (or effect appropriate
book-entry transfer), together with any related required documents and the
Letters of Transmittal relating thereto that are in your possession, to the
persons who deposited them (or effected such book-entry transfer).

     13. All certificates for reissued Old Notes, unaccepted Old Notes or for
New Notes (other than those effected by book-entry transfer) shall be forwarded
by (a) first-class certified mail, return receipt requested, under a blanket
surety bond obtained by you protecting you and the Company from loss or
liability arising out of the nonreceipt or nondelivery of such certificates or
(b) by registered mail insured by you separately for the replacement value of
each of such certificates.

     14. As soon as practicable after the Expiration Date, you shall arrange for
cancellation of the Old Notes submitted to you or returned by DTC in connection
with ATOP. Such Old Notes shall be cancelled and retired by you as you are
instructed by the Company (or a representative designated by the Company) in
writing.

                                        3
<PAGE>   4
     15. You are not authorized to pay or offer to pay any concessions,
commissions or other solicitation fees to any broker, dealer, commercial bank,
trust company or other nominee or to engage or use any person to solicit
tenders.

     16.  As Exchange Agent hereunder, you:

          (a) shall have no duties or obligations other than those specifically
          set forth in the Prospectus, the Letter of Transmittal or herein or as
          may be subsequently agreed to in writing by you and the Company;

          (b) will be regarded as making no representations and having no
          responsibilities as to the validity, sufficiency, value or genuineness
          of any of the certificates for the Old Notes deposited with you
          pursuant to the Exchange Offer, and will not be required to and will
          make no representation as to the validity, value or genuineness of the
          Exchange Offer;

          (c) shall not be obligated to take any legal action hereunder which
          might in your reasonable judgment involve any expense or liability,
          unless you shall have been furnished with reasonable indemnity;

          (d) may reasonably rely on and shall be protected in acting in
          reliance upon any certificate, instrument, opinion, notice, letter,
          telegram or other document or security delivered to you and reasonably
          believed by you to be genuine and to have been signed by the proper
          party or parties;

          (e) may reasonably act upon any tender, statement, request, comment,
          agreement or other instrument whatsoever not only as to its due
          execution and validity and effectiveness of its provisions, but also
          as to the truth and accuracy of any information contained therein,
          which you shall in good faith believe to be genuine or to have been
          signed or represented by a proper person or persons;

          (f) may rely on and shall be protected in acting upon written or oral
          instructions from any officer of the company;

          (g) may consult with your counsel with respect to any questions
          relating to your duties and responsibilities, and the written opinion
          of such counsel shall be full and complete authorization and
          protection in respect of any action taken, suffered or omitted to be
          taken by you hereunder in good faith and in accordance with the
          written opinion of such counsel; and

          (h) shall not advise any person tendering Old Notes pursuant to the
          Exchange Offer as to whether to tender or refrain from tendering all
          or any portion of Old Notes or as to the market value, decline or
          appreciation in market value of any Old Notes that may or may not
          occur as a result of the Exchange Offer or as to the market value of
          the New Notes;

provided, however, that in no way will your general duty to act in good faith
and without gross negligence or willful misconduct be limited by the foregoing.

     17. You shall take such action as may from time to time be requested by the
Company or its counsel (and such other action as you may reasonably deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the
Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms
as may be approved from time to time by the Company to all persons requesting
such documents and to accept and comply with telephone requests for information
relating to the Exchange Offer, provided, that such information shall relate
only to the procedures for accepting (or withdrawing from) the Exchange Offer.
The Company will furnish you with copies of such documents at your request.

     18. You shall advise by facsimile transmission or telephone, and promptly
thereafter confirm in writing to Mark Townsend, Assistant General Counsel of the
Company (telephone number (336) 547-6187, facsimile number

                                        4
<PAGE>   5
(336) 547-7630) and to Linda Matthews, Assistant Treasurer of the Company
(telephone number (336) 547-6049, facsimile number (336) 547-7630) and such
other person or persons as the Company may request, daily (and more frequently
during the week immediately preceding the Expiration Date and if otherwise
requested), up to and including the Expiration Date, as to the number and
aggregate principal amount of Old Notes which have been duly tendered pursuant
to the Exchange Offer and the items received by you pursuant to the Exchange
Offer and this Agreement, separately reporting and giving cumulative totals as
to items properly received and items improperly received. In addition, you will
also inform, and cooperate in making available to, the Company or any such other
person or persons upon oral request made from time to time prior to the
Expiration Date of such other information as it or he or she reasonably
requests. Such cooperation shall include, without limitation, the granting by
you to the Company and such person as the Company may request of access to those
persons on your staff who are responsible for receiving tenders, in order to
ensure that immediately prior to the Expiration Date the Company shall have
received information in sufficient detail to enable it to decide whether to
extend the Exchange Offer, including the identity of the holders of Old Notes
who have not tendered such Old Notes as of the date such request was made. You
shall prepare a final list of all persons whose tenders were accepted, the
number and aggregate principal amount of Old Notes tendered, the number and
aggregate principal amount of Old Notes accepted and the identity of any
Participating Broker-Dealers (as defined in the Letter of Transmittal) and the
number and aggregate principal amount of New Notes delivered to each, and
deliver said list to the Company.

     19. Letters of Transmittal, Book-Entry Confirmations and Notices of
Guaranteed Delivery received by you shall be preserved by you for a period of
time at least equal to the period of time you preserve other records pertaining
to the transfer of securities, or one year, whichever is longer, and thereafter
shall be delivered by you to the Company. You shall dispose of unused Letters of
Transmittal and other surplus materials, upon consultation with the Company, in
accordance with your customary procedures.

     20. You hereby expressly waive any lien, encumbrance or right of set-off
whatsoever that you may have with respect to funds deposited with you for the
payment of transfer taxes by reasons of amounts, if any, borrowed by the
Company, or any of its subsidiaries or affiliates pursuant to any loan, credit
or other agreement with you or for compensation owed to you hereunder or under
any other agreement.

     21. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth on the Schedule attached hereto.

     22. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal and further acknowledge that you have examined each of them. Any
inconsistency between this Agreement, on the one hand, and the Prospectus and
the Letter of Transmittal (as they may be amended from time to time), on the
other hand, shall be resolved in favor of the latter two documents, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent,
which shall be controlled by this Agreement.

     23. The Company covenants and agrees to indemnify and hold you harmless in
your capacity as Exchange Agent hereunder against any loss, liability, cost or
expense, including reasonable attorneys' fees and expenses arising out of or in
connection with any act, omission, delay or refusal made by you in reliance upon
any signature, endorsement, assignment, certificate, order, request, notice,
instruction or other instrument or document reasonably believed by you to be
valid, genuine and sufficient and in accepting any tender or effecting any
transfer of Old Notes reasonably believed by you in good faith to be authorized,
and in delaying or refusing in good faith to accept any tenders or effect any
transfer of Old Notes; provided, however, that anything in this Agreement to the
contrary notwithstanding, the Company shall not be liable for indemnification or
otherwise for any loss, liability, cost or expense to the extent arising out of
your gross negligence or willful misconduct. In no case shall the Company be
liable under this indemnity with respect to any claim against you unless the
Company shall be notified by you, by letter or cable or by facsimile which is
confirmed by letter, of the written assertion of a claim against you or of any
other action commenced against you, promptly after you shall have received any
such written assertion or notice of commencement of action. The Company shall be
entitled to participate, at its own expense, in the defense of any such claim or
other action, and, if the company so elects, the Company may assume the defense
of any pending or

                                        5
<PAGE>   6
threatened action against you in respect of which indemnification may be sought
hereunder, in which case the Company shall not thereafter be responsible for the
subsequently incurred fees and disbursements of legal counsel for you under this
paragraph so long as the Company shall retain counsel reasonably satisfactory to
you to defend such suit; provided, that the Company shall not be entitled to
assume the defense of any such action if the named parties to such action
include both you and the Company and representation of both parties by the same
legal counsel would, in the written opinion of your counsel, be inappropriate
due to actual or potential conflicting interests between you and the Company.
You understand and agree that the Company shall not be liable under this
paragraph for the fees and expenses of more than one legal counsel for you.

     24. You shall arrange to comply with all requirements under the tax laws of
the United States, including those relating to missing Tax Identification
Numbers, and shall file any appropriate reports with the Internal Revenue
Service. The Company understands that you are required, in certain instances, to
deduct thirty-one percent (31%) with respect to interest paid on the New Notes
and proceeds from the sale, exchange, redemption or retirement of the New Notes
from holders who have not supplied their correct Taxpayer Identification Numbers
or required certification. Such funds will be turned over to the Internal
Revenue Service in accordance with applicable regulations.

     25. You shall notify the Company of the amount of any transfer taxes
payable in respect of the exchange of Old Notes and, upon receipt of a written
approval from the Company, shall deliver or cause to be delivered, in a timely
manner to each governmental authority to which any transfer taxes are payable in
respect of the exchange of Old Notes, your check in the amount of all transfer
taxes so payable, and the Company shall reimburse you for the amount of any and
all transfer taxes payable in respect of the exchange of Old Notes; provided,
however, that you shall reimburse the Company for amounts refunded to you in
respect of your payment of any such transfer taxes, at such time as such refund
is received by you.

     26. THIS AGREEMENT AND YOUR APPOINTMENT AS EXCHANGE AGENT HEREUNDER SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,
AND WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

     27. This Agreement shall be binding upon and inure solely to the benefit of
each party hereto, and its successor and assigns, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement. Without limitation of the foregoing, the parties hereto expressly
agree that no holder of Old Notes or New Notes shall have any right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.

     28. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, and all of which taken together shall
constitute one and the same agreement.

     29. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     30. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a written
instrument signed by a duly authorized representative of the party to be
charged.

     31. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:

     If to the Company, to:

                                        6
<PAGE>   7
          V.F. Corporation
          628 Green Valley Road, Suite 500
          Greensboro, NC 27408
          Telephone: (336) 547-6000
          Telecopy: (336) 547-7630
          Attention: Frank C. Pickard
                     Vice President-Treasurer

     with a copy to:

          Sarah Beshar, Esq.
          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, NY 10017

     If to the Exchange Agent, to:

          U.S. Bank Trust National Association
          180 East 5th Street
          St. Paul, MN 55101
          Telephone: (651) 244-1197
          Telecopy:  (651) 244-8884
          Attention: Specialized Finance

     32. Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
paragraphs 19, 21, 23 and 25 shall survive the termination of this Agreement.
Upon any termination of this Agreement, you shall promptly deliver to the
Company any certificates for New Notes, funds or property then held by you as
Exchange Agent under this Agreement.

     33. This Agreement shall be binding and effective as of the date hereof.

                                        7
<PAGE>   8
     Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.

                                     V.F. CORPORATION


                                     By:
                                        ----------------------------------------
                                          Name:
                                          Title:

Accepted as of the date
first above written:

U.S. BANK TRUST NATIONAL ASSOCIATION
AS EXCHANGE AGENT


By:
   ---------------------------------
     Name:
     Title:

                                        8
<PAGE>   9
                                FEE SCHEDULE FOR
                             EXCHANGE AGENT SERVICES

     Covers review of the Letter of Transmittal, DTC ATOP voluntary offering
instruction ("VOI"), the Exchange Agent Agreement and other related
documentation, if any, as required by the Exchange Offer; set-up of records and
accounts; distribution of materials; all operational and administrative charges
and time in connection with the review, receipt and processing of Letters of
Transmittal/VOI, processing delivery of guarantees, legal items, withdrawals,
record keeping, and answering securityholders' inquiries pertaining to the
Exchange Offer.

                                                             Flat Fee: $2,500.00

                                        9
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
