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<SEC-DOCUMENT>0000893220-02-000628.txt : 20020513
<SEC-HEADER>0000893220-02-000628.hdr.sgml : 20020513
ACCESSION NUMBER:		0000893220-02-000628
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020330
FILED AS OF DATE:		20020513

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			V F CORP
		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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05256
		FILM NUMBER:		02644245

	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:		PO BOX 21488
		CITY:			GREENSBORO
		STATE:			NC
		ZIP:			27420

	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>10-Q
<SEQUENCE>1
<FILENAME>w60522e10-q.txt
<DESCRIPTION>FORM 10-Q VF CORPORATION
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended MARCH 30, 2002

                         Commission file number: 1-5256
                          ----------------------------

                                V. F. CORPORATION
             (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                                        23-1180120
   (State or other jurisdiction of                       (I.R.S. employer
   incorporation or organization)                      identification number)


                        628 GREEN VALLEY ROAD, SUITE 500
                        GREENSBORO, NORTH CAROLINA 27408
                    (Address of principal executive offices)

                                 (336) 547-6000
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES X NO

On April 27, 2002, there were 110,114,918 shares of the registrant's Common
Stock outstanding.

<PAGE>

                                 VF CORPORATION

                                      INDEX
<TABLE>
<CAPTION>
                                                                              PAGE NO.
                                                                              --------
<S>                                                                          <C>
PART I - FINANCIAL INFORMATION

    Item 1 - Financial Statements

                Consolidated Statements of Income -
                Three months ended March 30, 2002 and
                March 31, 2001...............................................   3

                Consolidated Balance Sheets - March 30, 2002
                December 29, 2001 and March 31, 2001.........................   4

                Consolidated Statements of Cash Flows -
                Three months ended March 30, 2002 and
                March 31, 2001...............................................   5

                Notes to Consolidated Financial Statements...................   6

    Item 2 - Management's Discussion and Analysis of Financial
                Condition and Results of Operations..........................  12

    Item 3 - Quantitative and Qualitative Disclosures about Market Risk......  17


PART II - OTHER INFORMATION

    Item 4 - Submission of Matters to a Vote of Security Holders.............  17

    Item 6 - Exhibits and Reports on Form 8-K................................. 18
</TABLE>


                                       2
<PAGE>
                                 VF CORPORATION
                        Consolidated Statements of Income
                                   (Unaudited)
                        (In thousands, except share amounts)


<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                      -----------------------------
                                                       MARCH 30          MARCH 31
                                                         2002              2001
                                                      -----------       -----------
<S>                                                   <C>               <C>
NET SALES                                             $ 1,273,056       $ 1,423,299

COSTS AND OPERATING EXPENSES

       Cost of products sold                              831,854           942,406
       Marketing, administrative
            and general expenses                          306,973           329,669
       Other operating (income) expense, net               (4,740)            4,095
                                                      -----------       -----------
                                                        1,134,087         1,276,170
                                                      -----------       -----------
OPERATING INCOME                                          138,969           147,129

OTHER INCOME (EXPENSE)

       Interest income                                      1,454             2,009
       Interest expense                                   (18,840)          (24,925)
       Miscellaneous, net                                   2,496              (749)
                                                      -----------       -----------
                                                          (14,890)          (23,665)
                                                      -----------       -----------
INCOME BEFORE INCOME TAXES AND CUMULATIVE
       EFFECT OF CHANGE IN ACCOUNTING POLICY              124,079           123,464

INCOME TAXES                                               45,083            45,978
                                                      -----------       -----------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
       IN ACCOUNTING POLICY                                78,996            77,486

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
       POLICY FOR GOODWILL                               (527,254)               --
                                                      -----------       -----------
NET INCOME (LOSS)                                     $  (448,258)      $    77,486
                                                      ===========       ===========

EARNINGS (LOSS) PER COMMON SHARE - BASIC
       Income before cumulative effect of change
            in accounting policy                      $      0.69       $      0.68
       Net income (loss)                                    (4.11)             0.68
EARNINGS (LOSS) PER COMMON SHARE - DILUTED
       Income before cumulative effect of change
            in accounting policy                      $      0.69       $      0.67
       Net income (loss)                                    (4.11)             0.67


WEIGHTED AVERAGE SHARES OUTSTANDING

       Basic                                              109,955           111,954
       Diluted                                            113,377           115,487

CASH DIVIDENDS PER COMMON SHARE                       $      0.24       $      0.23
</TABLE>

See notes to consolidated financial statements.


                                        3
<PAGE>
                                 VF CORPORATION
                           Consolidated Balance Sheets
                                   (Unaudited)
                      (In thousands, except share amounts)


<TABLE>
<CAPTION>
                                                                MARCH 30         DECEMBER 29         MARCH 31
                                                                  2002               2001              2001
                                                               -----------       -----------       -----------
<S>                                                            <C>               <C>               <C>
ASSETS

CURRENT ASSETS

      Cash and equivalents                                     $   221,080       $   332,049       $    93,680
      Accounts receivable, net
            March 30 - $54,010; Dec 29 - $62,964;
            March 31 - $53,739                                     700,671           602,334           787,506
      Inventories:
            Finished products                                      546,698           624,343           742,135
            Work in process                                        161,969           155,446           188,439
            Materials and supplies                                 124,006           133,265           207,662
                                                               -----------       -----------       -----------
                                                                   832,673           913,054         1,138,236

      Other current assets                                         189,381           183,983           148,619
                                                               -----------       -----------       -----------
            Total current assets                                 1,943,805         2,031,420         2,168,041

PROPERTY, PLANT AND EQUIPMENT                                    1,800,924         1,818,397         1,846,618
      Less accumulated depreciation                              1,170,842         1,163,705         1,094,718
                                                               -----------       -----------       -----------
                                                                   630,082           654,692           751,900

GOODWILL                                                           470,466         1,015,783         1,085,140

OTHER ASSETS                                                       397,438           401,121           381,387
                                                               -----------       -----------       -----------
                                                               $ 3,441,791       $ 4,103,016       $ 4,386,468
                                                               ===========       ===========       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

      Short-term borrowings                                    $    66,246       $    77,900       $   155,932
      Current portion of long-term debt                                703               696           111,801
      Accounts payable                                             237,500           251,588           276,378
      Accrued liabilities                                          539,801           483,649           469,077
                                                               -----------       -----------       -----------
            Total current liabilities                              844,250           813,833         1,013,188

LONG-TERM DEBT                                                     703,851           904,035           904,724

OTHER LIABILITIES                                                  231,107           228,501           218,173

REDEEMABLE PREFERRED STOCK                                          43,288            45,631            47,633
DEFERRED CONTRIBUTIONS TO EMPLOYEE
      STOCK OWNERSHIP PLAN                                            (298)           (1,780)           (6,305)
                                                               -----------       -----------       -----------
                                                                    42,990            43,851            41,328

COMMON SHAREHOLDERS'  EQUITY

      Common Stock, stated value $1; shares
            authorized, 300,000,000; shares outstanding;
            March 29 - 109,902,465; Dec 29 - 109,998,190;
            March 31 - 111,690,118                                 109,902           109,998           111,690
      Additional paid-in capital                                   913,589           884,638           846,112
      Accumulated other comprehensive income (loss)               (106,945)         (103,040)          (98,351)
      Retained earnings                                            703,047         1,221,200         1,349,604
                                                               -----------       -----------       -----------
            Total common shareholders' equity                    1,619,593         2,112,796         2,209,055
                                                               -----------       -----------       -----------
                                                               $ 3,441,791       $ 4,103,016       $ 4,386,468
                                                               ===========       ===========       ===========
</TABLE>


See notes to consolidated financial statements.

                                        4
<PAGE>
                                 VF CORPORATION
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                 -------------------------
                                                                  MARCH 30       MARCH 31
                                                                   2002            2001
                                                                 ---------       ---------
<S>                                                              <C>             <C>
OPERATIONS

      Net income (loss)                                          $(448,258)      $  77,486
      Adjustments to reconcile net income (loss)
           to cash provided by operations:
           Cumulative effect of change in accounting policy        527,254              --
           Restructuring costs                                       7,176              --
           Depreciation                                             26,894          34,354
           Amortization of goodwill                                     --           9,246
           Other, net                                               (2,164)          1,367
           Changes in current assets and liabilities:
                Accounts receivable                                (95,155)        (78,208)
                Inventories                                         72,302         (19,021)
                Accounts payable                                   (12,673)        (61,948)
                Other, net                                          55,972          75,683
                                                                 ---------       ---------
           Cash provided by operations                             131,348          38,959

INVESTMENTS

      Capital expenditures                                         (12,814)        (21,009)
      Sale of business                                              23,978              --
      Other, net                                                     5,863          (1,641)
                                                                 ---------       ---------
           Cash provided (used) by investments                      17,027         (22,650)

FINANCING

      Increase (decrease) in short-term borrowings                 (10,321)         12,078
      Payment of long-term debt                                   (200,152)         (1,902)
      Purchase of Common Stock                                     (41,973)        (35,330)
      Cash dividends paid                                          (26,927)        (26,680)
      Proceeds from issuance of Common Stock                        25,038          11,423
      Other, net                                                    (2,402)            799
                                                                 ---------       ---------
           Cash used by financing                                 (256,737)        (39,612)

EFFECT OF FOREIGN CURRENCY RATE CHANGES ON CASH                     (2,607)         (1,908)
                                                                 ---------       ---------
NET CHANGE IN CASH AND EQUIVALENTS                                (110,969)        (25,211)

CASH AND EQUIVALENTS - BEGINNING OF YEAR                           332,049         118,891
                                                                 ---------       ---------
CASH AND EQUIVALENTS - END OF PERIOD                             $ 221,080       $  93,680
                                                                 =========       =========
</TABLE>


See notes to consolidated financial statements.


                                        5
<PAGE>

                                 VF CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. Similarly, the 2001 year-end consolidated balance
sheet was derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 30, 2002 are not necessarily indicative
of results that may be expected for the year ending January 4, 2003. For further
information, refer to the consolidated financial statements and notes included
in the Company's Annual Report on Form 10-K for the year ended December 29,
2001.

NOTE B - ACQUISITIONS

The Company accrued various restructuring charges in connection with the
businesses acquired in 1999 and 2000. These charges relate to severance, closure
of manufacturing and distribution facilities, and lease and contract termination
costs. Substantially all cash payments related to these actions will be
completed during 2002. Activity in the accrual accounts is summarized as follows
(in thousands):

<TABLE>
<CAPTION>
                                                   Facilities       Lease and
                                                     Exit           Contract
                                   Severance         Costs         Termination          Total
                                   ---------         -----         -----------          -----
<S>                               <C>               <C>             <C>               <C>
Balance December 29, 2001          $ 2,178           $ 105           $ 7,677           $ 9,960
Cash payments                         (510)            (54)           (4,566)           (5,130)
                                   -------           -----           -------           -------
Balance March 30, 2002             $ 1,668           $  51           $ 3,111           $ 4,830
                                   =======           =====           =======           =======
</TABLE>


NOTE C - RESTRUCTURING ACCRUALS

Activity in the restructuring accrual related to the 2001/2002 Strategic
Repositioning Program is summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                    Facilities         Lease and
                                                       Exit            Contract
                                   Severance          Costs           Termination             Total
<S>                                <C>              <C>                <C>                <C>
Balance December 29, 2001          $ 78,399           $ 5,178           $ 16,562           $ 100,139
Accrual for 2002 actions              1,385             5,791                 --               7,176
     Less noncash charges                --            (5,791)                --              (5,791)
Cash payments                       (20,966)           (1,137)            (3,363)            (25,466)
                                   --------           -------           --------           ---------
Balance March 30, 2002             $ 58,818           $ 4,041           $ 13,199           $  76,058
                                   ========           =======           ========           =========
</TABLE>

These actions affect approximately 13,000 of the Company's employees. As of
March 30, 2002, 11,100 employees have been terminated.


                                       6
<PAGE>
Activity in the 2000 restructuring accrual is summarized as follows (in
thousands):

<TABLE>
<CAPTION>
                                                   Facilities       Lease and
                                                      Exit           Contract
                                  Severance          Costs          Termination         Total
                                  ---------          -----          -----------         -----
<S>                               <C>               <C>             <C>               <C>
Balance December 29, 2001          $ 1,644           $ 449           $ 6,864           $ 8,957
Cash payments                         (716)           (116)             (336)           (1,168)
                                   -------           -----           -------           -------
Balance March 30, 2002             $   928           $ 333           $6,528            $7,789
                                   =======           =====           ======            ======
</TABLE>

The Company's restructuring actions are proceeding as planned. There have been
no significant adjustments to any assumptions during the first quarter, and we
believe that the remaining accruals are adequate to cover the remaining costs.
The majority of the severance and other cash payments will be made through 2002.

NOTE D - CAPITAL

Common shares outstanding are net of shares held in treasury, and in substance
retired, of 30,141,452 at March 30, 2002, 29,141,452 at December 29, 2001 and
26,142,575 at March 31, 2001. In addition, 245,153, 266,203 and 314,108 shares
of VF Common Stock held in trust for deferred compensation plans are treated for
financial accounting purposes as treasury stock at each of the respective dates.

There are 25,000,000 authorized shares of Preferred Stock, $1 par value. Of
these shares, 2,000,000 were designated as Series A, of which none have been
issued, and 2,105,263 shares were designated and issued as 6.75% Series B
Convertible Preferred Stock, of which 1,401,950 shares were outstanding at March
30, 2002, 1,477,930 at December 29, 2001 and 1,542,766 at March 31, 2001.

NOTE E - BUSINESS SEGMENT INFORMATION

Financial information for the Company's reportable segments is as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                 First Quarter
                                                     ---------------------------------
                                                          2002                 2001
                                                     -----------           -----------
<S>                                                  <C>                   <C>
Net sales:
      Consumer Apparel                               $   988,596           $ 1,079,248
      Occupational Apparel                               120,716               158,417
      Outdoor Apparel and Equipment                       87,609                88,236
      All Other                                           76,135                97,398
                                                     -----------           -----------
Consolidated net sales                               $ 1,273,056           $ 1,423,299
                                                     ===========           ===========

Segment profit:
      Consumer Apparel                               $   147,336           $   158,952
      Occupational Apparel                                13,822                13,863
      Outdoor Apparel and Equipment                        4,715                   561
      All Other                                            3,189                 5,147
                                                     -----------           -----------
      Total segment profit                               169,062               178,523

Interest, net                                            (17,386)              (22,916)
Amortization of goodwill                                     --                 (9,246)
Restructuring charges                                     (7,176)                   --
Corporate and other expenses                             (20,421)              (22,897)
                                                     -----------           -----------
Income before income taxes and cumulative
      effect of change in accounting policy          $   124,079           $   123,464
                                                     ===========           ===========
</TABLE>


                                       7
<PAGE>
Restructuring costs related to the 2001/2002 Strategic Repositioning Program
described above are included in segment profit as follows (in thousands):

<TABLE>
<CAPTION>
                                    First Quarter
                                        2002
                                    -------------
<S>                                 <C>
Consumer Apparel                       $3,710
Occupational Apparel                    3,432
Outdoor Apparel and Equipment              34
                                       ------
                                       $7,176
                                       ======
</TABLE>


NOTE F - COMPREHENSIVE INCOME (LOSS)

Comprehensive income consists of net income, plus certain changes in assets and
liabilities that are not included in net income but are instead reported within
a separate component of shareholders' equity under generally accepted accounting
principles. The Company's comprehensive income (loss) was as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                First Quarter
                                                         ----------------------------
                                                            2002               2001
                                                         ---------           --------
<S>                                                      <C>                 <C>
Net income (loss) as reported                            $(448,258)          $ 77,486

Other comprehensive income (loss):
      Foreign currency translation adjustments,
          net of income taxes                               (5,042)           (13,591)
      Unrealized gains (losses) on marketable
          securities, net of income taxes                      958               (240)
      Derivative hedging contracts, net of
          income taxes                                         179              3,355
                                                         ---------           --------
Comprehensive income (loss)                              $(452,163)          $ 67,010
                                                         =========           ========
</TABLE>


Accumulated other comprehensive income (loss) for 2002 is summarized as follows
(in thousands):

<TABLE>
<CAPTION>
                                            Foreign                                             Minimum
                                            Currency        Marketable         Hedging          Pension
                                          Translation       Securities        Contracts        Liability         Total
                                          -----------       ----------        ---------        ---------         -----
<S>                                       <C>                 <C>             <C>             <C>               <C>
Balance December 29, 2001                  $(106,169)          $  590          $4,192          $(1,653)          $(103,040)
Other comprehensive income (loss)             (5,042)             958             179               --              (3,905)
                                           ---------       ---------          ------          -------           ---------
Balance March 30, 2002                     $(111,211)          $1,548          $4,371          $(1,653)          $(106,945)
                                           =========           ======          ======          =======           =========
</TABLE>



                                       8
<PAGE>
NOTE G - EARNINGS PER SHARE

Earnings per share, based on income before the cumulative effect of a change in
accounting policy, are computed as follows (in thousands, except per share
amounts):

<TABLE>
<CAPTION>
                                                                First Quarter
                                                         --------------------------
                                                           2002              2001
                                                         --------          --------
<S>                                                      <C>               <C>
Basic earnings per share:
      Income before cumulative effect of
          change in accounting policy                    $ 78,996          $ 77,486
      Less Preferred Stock dividends and
          redemption premium                                3,420             1,463
                                                         --------          --------
      Income available for Common Stock                  $ 75,576          $ 76,023
                                                         ========          ========
      Weighted average Common
          Stock outstanding                               109,955           111,954
                                                         ========          ========
      Basic earnings per share                           $   0.69          $   0.68
                                                         ========          ========
Diluted earnings per share:
      Income before cumulative effect of
          change in accounting policy                    $ 78,996          $ 77,486
      Increased ESOP expense if Preferred Stock
          were converted to Common Stock                      172               200
                                                         --------          --------
      Income available for Common Stock
          and dilutive securities                        $ 78,824          $ 77,286
                                                         ========          ========
      Weighted average Common Stock outstanding           109,955           111,954
      Additional Common Stock resulting from
          dilutive securities:
          Preferred Stock                                   2,243             2,469
          Stock options and other                           1,179             1,064
                                                         --------          --------
      Weighted average Common Stock and
          dilutive securities outstanding                 113,377           115,487
                                                         ========          ========

      Diluted earnings per share                         $   0.69 *        $   0.67
                                                         ========          ========
</TABLE>

     * Reduced from $.70 due to antidilution.

Outstanding options to purchase 5.7 million shares of Common Stock have been
excluded from the computation of diluted earnings per share for the first
quarter of 2002 because the option exercise prices were greater than the average
market price of the Common Stock. Similarly, options to purchase 5.8 million
shares of Common Stock were excluded for the first quarter of 2001.

NOTE H - CHANGES IN ACCOUNTING POLICIES

Effective at the beginning of the first quarter of 2002, the Company adopted
Financial Accounting Standards Board (FASB) Statement No. 142, Goodwill and
Other Intangible Assets. Under this Statement, goodwill and intangible assets
with indefinite useful lives will not be amortized but must be tested at least
annually at the individual reporting unit level to determine if a write-down in
value is required. Other intangible assets will be amortized over their
estimated useful lives. The new Statement also requires an initial test for
write-down of existing goodwill and intangible assets to determine if the
existing carrying value exceeds its fair value.


                                       9
<PAGE>
In adopting the Statement, the Company estimated the fair value of its
individual business reporting units on a discounted cash flow basis. Where
there was an indication that the recorded amount of goodwill might be greater
than its fair value, the Company engaged an independent valuation firm to
review those business units and determine the amount of the possible write-down
in value. This evaluation indicated that recorded goodwill related to several
business units exceeded its fair value, resulting from acquisitions where
performance had not met management's original expectations. The fair values of
the net tangible and intangible assets of these business units, and the related
goodwill write-downs, have been measured in accordance with the requirements of
FASB Statement No. 142. The amount of write-down, and the business units
leading to the charges, are summarized by reportable segment as follows:

- -        Consumer Apparel segment - $232.1 million: European intimate apparel,
         childrenswear and Latin American jeanswear businesses.

- -        Occupational Apparel segment - $109.5 million.

- -        All Other segment - $185.6 million: Licensed knitwear business.

Accordingly, the Company recorded a noncash charge of $527.3 million ($4.80 per
share), which is recognized as the cumulative effect of a change in accounting
policy in the Consolidated Statement of Income at the beginning of 2002. There
was no income tax effect for this charge.

Activity in the goodwill accounts during 2002 is summarized by business segment
as follows (in thousands):

<TABLE>
<CAPTION>
                                                                             Outdoor
                                      Consumer          Occupational         Apparel and           All
                                      Apparel            Apparel             Equipment             Other                 Total
                                     ---------           ---------           ---------           ---------           -----------
<S>                                  <C>                 <C>                 <C>                 <C>                 <C>
Balance December 29, 2001            $ 554,771           $ 139,654           $ 109,638           $ 211,720           $ 1,015,783
Change in accounting policy           (232,126)           (109,543)                 --            (185,585)             (527,254)
Sale of Jantzen                        (17,737)                 --                  --                  --               (17,737)
Currency translation                      (202)                 --                (124)                 --                  (326)
                                     ---------           ---------           ---------           ---------           -----------
Balance March 30, 2002               $ 304,706           $  30,111           $ 109,514           $  26,135           $   470,466
                                     =========           =========           =========           =========           ===========
</TABLE>


Also under the new Statement, goodwill amortization, which totaled $36.0 million
($.32 per share) for fiscal year 2001, is no longer required. The following
presents the adjusted income and earnings per share as if goodwill had not been
required to be amortized in the prior year period (in thousands, except per
share amounts):


                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                First Quarter
                                                     2001
                                                  ----------
<S>                                            <C>
Reported net income                               $   77,486
Add back goodwill amortization,
     net of income tax effect                          9,072
                                                  ----------

Adjusted net income                               $   86,558
                                                  ==========

Basic earnings per share:
     Reported net income                          $      .68
     Add back goodwill amortization                      .08
                                                  ----------

     Adjusted basic earnings per share            $      .76
                                                  ==========

Diluted earnings per share:
     Reported net income                          $      .67
     Add back goodwill amortization                      .08
                                                  ----------

     Adjusted diluted earnings per share          $      .75
                                                  ==========
</TABLE>


The Company adopted FASB Statement No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, at the beginning of 2002. This Statement
establishes accounting standards for the recognition and measurement of
long-lived assets held for use or held for disposal. Also under this Statement,
the historical operating results of the Private Label knitwear and the Jantzen
swimwear business units will be reclassified as discontinued operations
following liquidation of those businesses by the end of the third quarter of
2002.


                                       11
<PAGE>
PART I - FINANCIAL INFORMATION

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations


DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

         STRATEGIC REPOSITIONING PROGRAM

During the fourth quarter of 2001, we enacted a Strategic Repositioning Program.
This consisted of a series of actions to exit underperforming businesses and to
aggressively reduce the Company's overall cost structure by closing higher cost
manufacturing plants, consolidating distribution centers and reducing
administrative functions. The total cost of the approved actions was estimated
at $265 million. The Company recorded pretax charges of $236.8 million ($1.53
per share, with all per share amounts presented on a diluted basis) in the
fourth quarter of 2001, with the balance of the charges estimated at $25 to $30
million to be recorded in 2002. During the first quarter of 2002, the Company
recorded $7.2 million ($.04 per share) of restructuring charges related to these
actions. The remaining charges will be incurred over the balance of 2002 as
plant or other facility closings are announced.

As part of the Strategic Repositioning Program, we are exiting our Private Label
knitwear and Jantzen swimwear businesses. During the quarter, the net impact on
reported results related to these businesses was a contribution to net income of
$1.9 million or $.02 per share. The Private Label knitwear business has been
winding down since the closure announcement in the fourth quarter of 2001. The
textile mill supporting that business was closed in early April 2002, and sewing
of in-process inventories will be completed during the second quarter. The
Jantzen swimwear business was sold to Perry Ellis International, Inc. in March
2002 for a total consideration of $24.0 million. As part of this transaction,
the Company retained substantially all current season inventories and other
working capital. For both of these business units, we will continue to meet
current customer commitments by shipping product into the third quarter.
Liquidation of both business units is expected to be substantially completed by
the end of the third quarter. At that time we expect to reclassify their
operating results and assets and liabilities and present them separately as
discontinued operations in the financial statements.

We expect cash expenses under the Strategic Repositioning Program will
approximate $120 million. We also expect that asset sales and liquidation of
working capital in the businesses to be exited will generate more than $80
million of cash proceeds, leaving a net cash outflow of less than $40 million.
Through the end of the first quarter of 2002, cash payments totaled
approximately $35 million and cash proceeds of $51 million have been received.
Payments required in connection with these restructuring charges are not
expected to have a significant effect on the Company's liquidity. We also expect
that these actions will result in cost reductions of $100 million in 2002, with
an additional $30 million of savings to be achieved in 2003.

See Note C to the consolidated financial statements for additional information
on restructuring charges.

         CONSOLIDATED STATEMENTS OF INCOME

For the first quarter of 2002, VF reported consolidated income (before the
effect of a change in accounting policy for goodwill) of $79.0 million, equal to
$.69 per share, compared with $77.5 million or $.67 per share in the 2001
period. Excluding the effects of actions related to the Strategic Repositioning
Program, income increased to $80.5 million, or $.70 per share in the 2002
quarter. The nonrecurring items related to this Program in the 2002 quarter, and
the income statement lines affected by their inclusion, are as follows (in
thousands, except per share amounts):



                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                                                           Pretax
                                                                                           Amount           EPS
                                                                                           ------          -----
<S>                                                                                       <C>              <C>
Earnings per share, excluding nonrecurring items                                                            $.70
Nonrecurring items:
     Restructuring charges - $5,935 included in cost of products
        sold and $1,241 included in marketing, administrative
          and general expenses                                                            $(7,176)          (.04)
     Gain on sale of closed facilities - cost of products sold                              1,797            .01
     Impact of Private Label knitwear and Jantzen swimwear
          businesses to be exited:
          Operating results, net of exit costs and expenses                                 1,695            .01
          Gain on sale of Jantzen - miscellaneous income                                    1,363            .01
                                                                                                            ----
Earnings per share, as reported before accounting change                                                    $.69
                                                                                                            ====
</TABLE>

Sales in the first quarter of 2002 declined 11% to $1,273.1 million. The decline
was due primarily to unit volume decreases in domestic business units. Sales of
the knitwear and swimwear businesses being liquidated declined by $25 million
compared with the prior year quarter. Excluding the reduction in sales of the
businesses being exited, sales declined 9%. Also, in translating foreign
currencies into the U.S. dollar, the stronger U.S. dollar reduced 2002 sales
comparisons by $11 million relative to the prior year period.

Gross margin was 34.7% of sales in 2002, compared with 33.8% in 2001. Gross
margin improved as the benefits of the Strategic Repositioning Program are being
realized, particularly in domestic jeanswear where the prior year period
included expenses related to downtime in manufacturing plants. In addition,
gross margin in the 2002 period includes the effects of two nonrecurring items:
$5.9 million of restructuring charges incurred, net of $1.8 million of gains on
the sale of two closed facilities. Excluding these nonrecurring items, gross
margin was 35.0% in the 2002 quarter.

Marketing, administrative and general expenses were 24.1% of sales in 2002,
compared with 23.2% in 2001. Overall expenses declined due to cost reduction
benefits of the Strategic Repositioning Program. Expenses as a percent of sales
increased due to higher advertising spending on a lower level of sales. In
addition, 2002 includes $1.2 million of nonrecurring restructuring charges.

Other operating income and expense includes net royalty income. In addition,
this caption in 2001 included $9.2 million of amortization of goodwill, which is
not required in 2002 under FASB Statement No. 142, as discussed in Note H to the
consolidated financial statements.

Operating income, as reported, was 10.9% of sales in 2002, compared with 10.3%
in the 2001 period. Excluding the impact of the (1) nonrecurring items in 2002,
(2) businesses to be exited in both periods and (3) the change in accounting for
goodwill amortization in both periods, operating margins would have increased to
11.8% in the 2002 period, compared with 11.3% in 2001.

Net interest expense decreased in 2002 due to lower average borrowings.
Miscellaneous income in 2002 includes a $1.4 million gain on the sale of
Jantzen.

The effective income tax rate (before the cumulative effect of the change in
accounting policy) was 36.3% in 2002 and 37.2% in 2001. The effective rate
declined in 2002 due to the elimination of nondeductible goodwill amortization
expense and an expected lower effective tax rate on foreign earnings.


                                       13
<PAGE>
The Company adopted FASB Statement No. 142 effective at the beginning of 2002.
This required change in accounting policy resulted in a nonrecurring noncash
charge of $527.3 million, without tax benefit, or $4.80 per share. See Note H to
the consolidated financial statements for additional details. Including the
effect of this accounting change, the net loss as reported was $448.3 million
($4.11 per share) in the 2002 quarter, compared with net income of $77.5 million
($.67 per share) in the 2001 period.

         INFORMATION BY BUSINESS SEGMENT

The Consumer Apparel segment consists of our jeanswear, women's intimate
apparel, swimwear and children's apparel businesses. Overall, segment sales
declined by 8% in 2002 reflecting continued slow consumer spending on apparel
and a lack of jeanswear and intimate apparel shipments for a six week period to
a major domestic customer that filed for bankruptcy. Domestic jeanswear sales
declined 10% reflecting softness in the jeans market, inventory reductions taken
by certain major customers, selected price reductions and pressure from lower
priced private label goods in the mass channel. We do, however, expect more
favorable jeanswear comparisons as the year progresses. Sales were flat in
international jeanswear markets, with an 8% increase in Europe (before
unfavorable currency translation effects) offset by declines in Latin America.
Domestic intimate apparel sales declined 4% in 2002. Sales declined at Jantzen
swimwear as that business has been held for disposition since November 2001.
Segment profit declined 7% in 2002. Segment profit advanced in European
jeanswear, consistent with their higher sales in the quarter, and at Jantzen due
to favorable consumer response to the 2002 swimwear line. Elsewhere, the profit
decline was generally consistent with the overall sales decline.

The Occupational Apparel segment includes the Company's industrial, career and
safety apparel businesses. Sales decreased 24% in 2002 due to (1) ongoing
workforce reductions in the U.S. manufacturing sector that has impacted overall
workwear uniform sales, (2) ongoing consolidation of the industrial laundry
industry, with some of our customers placing greater reliance on their in-house
manufacturing and (3) elimination of workwear product lines that were
discontinued during 2001. Segment profit was flat for the quarter, representing
higher margins earned due to cost reduction efforts on reduced sales volume and
elimination of operating losses on discontinued product lines.

The Outdoor Apparel and Equipment segment consists of the Company's
outdoor-related businesses represented by The North Face branded products
(outerwear and equipment) and the JanSport and Eastpak brands (backpacks and
daypacks). Sales were flat in the 2002 quarter, while profits expanded in the
domestic and European packs businesses. Due to the seasonal nature of the
businesses comprising this segment, the low level of first quarter profitability
is not necessarily indicative of expected full year results.

The All Other segment includes the Company's licensed sportswear and distributor
knitwear businesses, as well as the Private Label knitwear business that is
being liquidated during 2002. Sales declined 22% due to the wind-down of the
Private Label business. Segment profit declined due to losses incurred in the
exit of the Private Label knitwear business.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

         BALANCE SHEETS

Accounts receivable at the end of the first quarter of 2002 are lower than at
the same period in 2001 due to lower sales in the first quarter. Receivables are
higher than at the end of 2001 due to seasonal sales patterns. The allowance for
bad debts declined during the first quarter of 2002 due to write-off of accounts
receivable related to the bankruptcy of a major retail customer.


                                       14
<PAGE>
Inventories over the last twelve months declined by over $300 million, which
exceeded the goal that we set at the beginning of 2001. Included is a decline of
$80 million in the first quarter, of which $30 million relates to the
liquidation of the Private Label knitwear and Jantzen swimwear businesses.
Looking to the second quarter, we expect to see a similar decline of around $300
million compared with the prior year amount. But if we see an improvement in
business conditions, inventories would move up somewhat, and the amount of
inventory reduction would be somewhat less.

Property, plant and equipment declined over the last year due to depreciation
expense exceeding capital spending and the write-down of assets related to the
2001 restructuring actions.

Goodwill was written down effective at the beginning of 2002 due to adoption of
FASB Statement No. 142; see Note H to the consolidated financial statements for
details. In addition, the balance declined over the last year from write-downs
related to disposition of businesses and amortization expense.

Accounts payable declined due to reduced inventory purchases. The increase in
other accrued liabilities from the prior year relates to restructuring charges
recorded in the fourth quarter of 2001, while the increase from the end of 2001
is due to seasonal patterns.

Long-term debt has been reduced by the early redemption in February 2002 of a
total of $200.0 million of notes due in 2003 and 2004 and by repayment in the
second quarter of 2001 of $100.0 million of notes due at that time. Short-term
borrowings have been reduced with the Company's strong cash flow from operations
over the last year. Remaining short-term balances relate to our international
businesses.

By the end of the first quarter of 2002, substantially all of the ESOP
Convertible Preferred Stock had been allocated to participant accounts in the
401(k) savings plan. Beginning in April 2002, Company matching contributions to
the savings plan are being made in cash instead of Preferred Stock. This change
will not have a significant effect on cash requirements.

         LIQUIDITY AND CASH FLOWS

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

<TABLE>
<CAPTION>
                                     March 30         December 29         March 31
                                       2002              2001               2001
                                    --------           --------           --------
                                                (Dollars in millions)
<S>                                 <C>                <C>                <C>
     Working capital                $1,099.6           $1,217.6           $1,154.9

     Current ratio                  2.3 to 1           2.5 to 1           2.1 to 1

     Debt to total capital              32.2%              31.7%              34.7%
</TABLE>

The debt to total capital ratio was significantly affected at March 2002 by the
cumulative effect of the accounting change recorded at the beginning of 2002.
Net of cash, our debt to total capital ratio at March 2002 was 25.3%.

The primary source of liquidity is the Company's cash flow provided by
operations, which was a record $131.3 million in the first quarter of 2002. Of
that amount, $23 million related to the two businesses being liquidated, with
the majority of the remainder due to reductions in inventories in our ongoing
businesses. Cash provided by operations in 2002 is expected to range from $450
to $500 million.

Since the 2001 Annual Report on Form 10-K, there have been no material changes
relating to the Company's fixed obligations that require the use of

                                       15
<PAGE>
funds or other financial commitments that may require the use of funds, other
than the early redemption of $200.0 million of debt in February 2002. With
existing cash balances and cash flow from operations, as well as unused credit
lines and additional borrowing capacity, the Company has substantial liquidity
to meet all of its obligations when due and flexibility to meet investment
opportunities that may arise.

Capital expenditures were lower in the 2002 quarter, but for the full year we
expect capital spending will be comparable with the 2001 level. Capital spending
will be funded by cash flow from operations.

The Company purchased 1.0 million shares of its Common Stock in open market
transactions during the quarter at a cost of $42.0 million. Under its current
authorization from the Board of Directors, the Company may purchase up to an
additional 9.0 million shares. We intend to purchase approximately one million
shares per quarter during 2002, although this rate of repurchase may be adjusted
depending on acquisition opportunities that may arise.

OUTLOOK

Looking ahead to the remainder of 2002:

- -        Although the retail climate remains challenging, we are cautiously
         optimistic about our prospects for the year. Our outlook for the
         remainder of the year remains intact, but reflecting the better than
         anticipated first quarter earnings, we now expect that our 2002
         earnings will increase from the prior year level (excluding
         restructuring charges in both years).

- -        We approved an estimated $265 million of restructuring charges in the
         fourth quarter of 2001 and expected that $25 to $30 million of those
         costs would be recorded in 2002 as the actions are carried out. Of that
         amount, $7.2 million was recorded in the first quarter, with the
         balance expected to be recorded fairly evenly over the remainder of the
         year. In addition, costs and operating losses to be incurred in
         liquidation of the Private Label knitwear and Jantzen swimwear
         businesses were originally estimated to be $15 million. With the better
         operating performance achieved at Jantzen in the first quarter, we now
         expect the net effect of these business exits to be less than $15
         million. The combined impact of these restructuring charges and
         business exit costs is approximately $.25 per share.

To establish an appropriate basis for comparison, had the change in accounting
for goodwill amortization expense ($.32 per share) occurred in 2001 and
excluding restructuring charges ($1.53 per share), earnings for 2001 would have
been $3.00 per share. For the year 2002, excluding the effects of the 2002
restructuring charges and costs related to discontinued businesses (which
together are estimated at $.25 per share) and the write-off of goodwill related
to the change in accounting policy, management expects earnings per share to
increase by 5%.

For the second quarter, the decline in sales should approximate that reported in
the first quarter, while earnings per share are expected to increase 5% over the
prior year level. This estimate also includes the absence of goodwill
amortization expense in 2002 and excludes unusual items. Including the
aforementioned nonrecurring items, reported earnings per share in the second
quarter are expected to be about flat with the prior year.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time, we may make oral or written statements, including statements
in this Quarterly Report, that constitute "forward-looking statements" within
the meaning of the federal securities laws. This includes statements concerning
plans, objectives, projections and expectations relating to the Company's
operations or economic performance, and assumptions related thereto.

                                       16
<PAGE>
Forward-looking statements are made based on our expectations and beliefs
concerning future events impacting the Company and therefore involve a number of
risks and uncertainties. We caution 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 the Company competes; competitive conditions in
and financial strength of our suppliers and of our retail customers; actions of
competitors and customers that may impact the Company's business; completion of
software developed by outside vendors and the related implementation of the
Company's common systems project; the ability to execute our restructuring
initiatives and to achieve the anticipated cost savings; the availability of new
acquisitions that increase shareholder value and our ability to integrate new
acquisitions successfully; and the impact of economic changes in the markets
where the Company competes, 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.

Item 3 - Quantitative and Qualitative Disclosures about Market Risks

There have been no significant changes in the Company's market risk exposures
from what was disclosed in Item 7A of the Company's Annual Report on Form 10-K
for the year ended December 29, 2001.

PART II - OTHER INFORMATION

Item 4 - Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of the Company held on April 23, 2002, the
following four nominees to the Board of Directors were elected to serve until
the 2005 Annual Meeting:

<TABLE>
<CAPTION>
                                      Votes For          Votes Withheld
                                      ---------          --------------
<S>                                  <C>                  <C>
     Juan Ernesto de Bedout          101,588,407          1,400,327
     Ursula F. Fairbairn             101,169,165          1,819,569
     Barbara S. Feigin               101,933,883          1,054,851
     Mackey J. McDonald              101,935,496          1,053,238
</TABLE>

There were three additional proposals as follows:

- -        The proposal to ratify the selection of PricewaterhouseCoopers LLP as
         the Company's independent accountants for the 2002 fiscal year was
         approved by the shareholders. The vote was 100,009,403 for, 2,585,966
         against and 393,365 abstaining.

- -        The proposal requesting that the Board of Directors adopt a policy
         stating that the public accounting firm retained by the Company to
         provide audit services should not also be retained to provide non-audit
         services to the Company was rejected by the shareholders. The vote was
         31,054,644 for, 62,589,450 against, 1,206,062 abstaining and 8,138,578
         broker nonvotes.

- -        The proposal requesting that the Board of Directors take necessary
         steps, in compliance with state law and without affecting the unexpired
         terms of previously elected directors, to declassify the Board for the
         purpose of director elections was approved by the shareholders. The
         vote was 51,597,513 for, 42,381,539 against, 869,604 abstaining and
         8,140,078 broker nonvotes.



                                       17
<PAGE>
Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibit 10 (A) - Deferred Compensation Plan, as amended and
                  restated as of December 31, 2001

                  Exhibit 10 (B) - Executive Deferred Savings Plan, as amended
                  and restated as of December 31, 2001

         (b)      Reports on Form 8-K - There were no reports on Form 8-K filed
                  for the three months ended March 30, 2002.


                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                       V.F. CORPORATION
                                       ----------------
                                         (Registrant)



                                       By:  /s/ Robert K. Shearer
                                            ------------------------
                                            Robert K. Shearer
                                            Vice President - Finance
                                            (Chief Financial Officer)


Date: May 10, 2002

                                       By:  /s/ Robert A. Cordaro
                                            -----------------------
                                            Robert A. Cordaro
                                            Vice President - Controller
                                            (Chief Accounting Officer)


                                       18


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>3
<FILENAME>w60522ex10-a.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN, AS AMENDED 12-31-2001
<TEXT>
<PAGE>
                                                                   Exhibit 10(A)

                    VF CORPORATION DEFERRED COMPENSATION PLAN

                 (AMENDED AND RESTATED AS OF DECEMBER 31, 2001)

                  The VF Corporation Deferred Compensation Plan, amended and
restated as of December 31, 2001 (the "Plan") has been adopted by VF Corporation
and certain Participating Employers to allow senior executive personnel who are
among a select group of management or highly compensated employees to defer
their compensation. The intention of VF Corporation and the Participating
Employers is that the Plan be at all times maintained on an unfunded basis for
federal income tax purposes under the Internal Revenue Code of 1986 as amended
(the "Code") and administered as a "top hat" plan, exempt from the substantive
requirements of the Employee Retirement Income Security Act of 1974, as amended.


I.       DEFINITIONS.


         Unless otherwise required by the context, the terms used herein shall
have the meanings as set forth below:

         1. AGREEMENT: A Deferred Compensation Agreement between a Participant
and a Participating Employer pursuant to this Plan.

         2. BENEFICIARY: The individual or entity named pursuant to the Plan to
receive benefit payments hereunder in the event of the death of the Participant.

         3. COMMITTEE: The VF Corporation Pension Plan Committee, as appointed
from time to time by the Board of Directors of the Company.

         4. COMPANY: VF Corporation, a Pennsylvania corporation.

         5. COMPENSATION: The Participant's total salary, including any cash
bonus payments made to a Participant by a Participating Employer in a Plan Year
under a Participating Employer's performance-based incentive compensation plans.
For purposes of the Plan, Compensation shall be determined without regard to any
other salary or bonus deferrals or reductions which may be made by a Participant
to any other plan or program maintained by a Participating Employer. However,
Compensation shall not include any reimbursement for expenses paid to a
Participant by a Participating Employer nor shall it include any payments or
contributions made by a Participating Employer to a plan or arrangement, on
behalf of a Participant, which results in imputed income to the Participant for
federal income tax purposes.

         6. DEFERRED COMPENSATION: The portion of a Participant's Compensation
which has been deferred pursuant to the Plan and any Interest Equivalents which
are attributable thereto.

         7. DEFERRED COMPENSATION ACCOUNT: A book reserve account maintained by
the Participating Employer for the account of the Participant.
<PAGE>
         8. INTEREST EQUIVALENT: A rate of interest equal to the average yield
of "A" rated Corporate Bonds Medium Term, or any other appropriate index as may
be determined by the Committee from time to time. Interest is to be recorded in
the Participant's Deferred Compensation Account on a quarterly basis.

         9. PARTICIPANT: An eligible employee who voluntarily agrees to
participate in this Plan in accordance with its provisions.

         10. PARTICIPATING EMPLOYER: The Company and each related company or
business the eligible employees of which are designated by the Committee or its
designee to participate in this Plan and which, by appropriate action, has
agreed to participate in the Plan.

         11. PAYMENT METHOD: The form of payment of the Participant's Deferred
Compensation.

         12. PERIODIC INSTALLMENTS: Annual payments (not to exceed ten) of
Deferred Compensation to a Participant or his or her Beneficiary.

         13. PLAN: The VF Corporation Deferred Compensation Plan, amended and
restated effective December 31, 2001 and as it may be amended subsequently from
time to time.

         14. PLAN YEAR: The calendar year.

         15. RETIREMENT: A Participant's voluntary resignation under
circumstances making him or her immediately eligible to receive pension payments
under the VF Pension Plan.

         16. SOCIAL SECURITY WAGE BASE: The applicable dollar amount, for the
Plan Year, of the contribution and benefit base as determined under section 230
of the Social Security Act.

         17. SPOUSE: The person to whom the Participant is legally married at
the time relevant to any determination under the Plan.


                                      -2-
<PAGE>
II.      ELECTION TO DEFER COMPENSATION.

         Section 2.01. ELECTION. During the December immediately prior to the
following Plan Year, or at such other time or times as the Committee may
determine, each Participant, unless suspended as a result of electing an early
withdrawal pursuant to Section 3.04, shall be given the opportunity to elect, on
forms supplied by the Committee, the manner and extent to which the
Participant's Compensation for such following Plan Year shall be deferred under
this Plan. For Plan Years beginning on or after January 1, 2003, a Participant
may not elect to defer an amount under this Plan that, when aggregated with any
similar amount deferred under any other nonqualified deferred compensation plan
maintained by the Company, would either (a) with regard to annual salary, result
in a reduction of his or her annual salary below the lesser of: (1) the Social
Security Wage Base, or (2) fifty percent (50%) of annual salary or (b) with
regard to bonuses, exceed one hundred percent (100%) of a cash bonus payment
that qualifies as Compensation. Failure of a Participant to make an effective
election by any date fixed by the Committee shall preclude such person from
participating in the Plan with respect to his or her Compensation for the next
Plan Year, unless otherwise determined by the Committee in its sole discretion.
Each Participant shall execute and deliver to the Committee an Agreement upon
his or her initial participation in the Plan and as thereafter required by the
Committee. An effective Agreement shall be a condition precedent to a
Participant's inclusion in the Plan.

         Section 2.02. CHANGE OF ELECTION. Unless suspended as a result of
electing an early withdrawal pursuant to Section 3.04, a Participant, by
submitting a written election form to the Committee prior to the first day of
the calendar quarter during any Plan Year, may request a change in the
percentage or amount of Compensation to be deferred during such calendar quarter
and for the remainder of the Plan Year. If the Committee consents, such change
shall become effective as of the first day of the calendar quarter to which the
election relates.

         Section 2.03. PARTICIPATION IN MORE THAN ONE PLAN. In the event that a
Participant in this Plan also participates in another nonqualified deferred
compensation plan sponsored by VF Corporation and such Participant is suspended
from deferring compensation under the other plan as a result of taking an early
withdrawal, such individual shall not be permitted to increase the amount
subject to any deferral election already in effect under this Plan without the
consent of the Committee.

         Section 2.04. DISTRIBUTION DATE. A Participant may defer Compensation
until (1) the attainment of an age specified by the Participant, (2) the
expiration of a specified period of time or (3) the Participant's Retirement.
Notwithstanding the foregoing, however, if a Participant's employment is
terminated for any reason other than Retirement prior to the time or event
specified by the Participant, his or her Deferred Compensation shall be payable
as a result of such termination of employment as provided in Section 3.01. For
these purposes, a termination of employment does not occur if a Participant
transfers to another Participating Employer or to any related company or
enterprise.


                                      -3-
<PAGE>
         Section 2.05. ACCRUAL OF INTEREST. From and after the commencement of
accrual of Deferred Compensation for any Plan Year, Interest Equivalents on all
unpaid Deferred Compensation shall be computed quarterly and credited to the
Participant's Deferred Compensation Account.

III.     PAYMENT OF DEFERRED COMPENSATION.

         Section 3.01. TIME OF PAYMENT. Deferred Compensation shall be paid to a
Participant at the time or event specified by the Participant pursuant to
Section 2.04 and in the Payment Method described in Section 3.02. If, however,
the Participant's employment is terminated for any reason other than Retirement
prior to such time or event, Deferred Compensation shall be payable to the
Participant or, if applicable, the Participant's Beneficiary as a result of such
termination of employment, but shall not be available to him or her prior to the
ninetieth (90th) day following such termination of employment.

         Section 3.02. PAYMENT METHOD. The normal form of Payment Method shall
be a lump sum. Notwithstanding the foregoing, a Participant (or, if applicable,
the Participant's Beneficiary) may request, by filing an application in writing
to the Committee, that the Payment Method be Periodic Installments. Such written
application must be made to the Committee at least sixty (60) days prior to the
payment date described in Section 3.01, and the decision to grant or deny the
requested Payment Method shall be at the sole discretion of the Committee taking
into account the interests of the Participant, the Company and, if applicable,
the Participating Employer.

         Section 3.03. ACCELERATION OF PAYMENT. Payment of Deferred Compensation
may be accelerated, in whole or in part, upon approval of the Committee in the
following circumstances:

                  (a) Unforeseeable Emergency. The Participant shall file a
written request to the Committee, and the Committee shall determine in its sole
discretion if an unforeseeable emergency exists, based on the facts of each
case. For this purpose, "unforeseeable emergency" means severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident involving the Participant, his or her Spouse or member of immediate
family, loss of the Participant's property due to casualty, or other similar
extraordinary or unforeseeable circumstance arising as a result of events beyond
the control of the Participant; provided that distribution shall not be made to
the extent such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of the Participant's
assets (to the extent such liquidation would not itself cause severe financial
hardship), or by cessation of the Participant's current deferrals under the
Plan.

                  (b) Postretirement Deferrals. If Deferred Compensation would
otherwise be payable to a Participant at specified times or events following the
Participant's Retirement, he or she may request that such Deferred Compensation
instead be paid either in

                                      -4-
<PAGE>
lump sum at Retirement or in Periodic Installments commencing at Retirement.
Such request must be made by written application to the Committee at least sixty
(60) days prior to the Participant's Retirement and the decision to grant or
deny the Participant's request shall be made in the sole discretion of the
Committee taking into account the interests of the Participant, the Company and,
if applicable, the Participating Employer.

         Section 3.04 EARLY WITHDRAWAL. Subject to the terms and conditions
described in this Section 3.04, a distribution shall be made to a Participant of
his or her Deferred Compensation in the form of a partial or complete early
withdrawal, provided, however, that a Participant who has terminated employment
or has entered Retirement shall not be permitted to take a partial early
withdrawal. To elect a partial or complete early withdrawal, a Participant shall
file a written election with the Committee in advance of the proposed early
withdrawal date. The election shall be made on a form supplied by the Committee,
which at minimum shall require that the Participant specify the amount of the
early withdrawal. A Participant may elect no more than two early withdrawals
during any continuous eighteen-month period.

                  (a) Partial Early Withdrawal. A Participant may elect a
partial early withdrawal in an amount no less than $25,000 and no more than 75%
of the Participant's Deferred Compensation. Such minimum and maximum amounts
shall be determined without regard to the forfeited amount described herein.
Notwithstanding any provision herein to the contrary, any Participant who
receives a partial early withdrawal shall (i) forfeit from the amount withdrawn
an amount equal to six percent (6%) of the amount withdrawn (provided, however,
that the amount forfeited shall not exceed $50,000), and (ii) be suspended from
deferring Compensation under the Plan for a period of at least six (6) months
commencing with the date of withdrawal as follows:

                        (i) if the Participant withdraws $833,000 or less, the
Participant shall be suspended from deferring Compensation under the Plan for a
period of six (6) months, and

                        (ii) if the Participant withdraws more than $833,000,
the six (6) month suspension period described in Subsection (i) above shall be
extended for an additional period of months equal to the product of (x) the
percentage of the Participant's Deferred Compensation that was withdrawn
hereunder in excess of $833,000, times (y) six (6) (with fractional months
rounded up to the next whole month).

                  (b) Complete Early Withdrawal. A Participant may elect to take
a complete early withdrawal of his or her total Deferred Compensation.
Notwithstanding any provision herein to the contrary, any Participant who
receives a complete early withdrawal shall (i) forfeit from the amount withdrawn
an amount equal to six percent (6%) of the amount withdrawn (provided, however,
that the amount forfeited from the amount withdrawn shall not exceed $50,000),
and (ii) be suspended from deferring Compensation for a period of twelve (12)
months, commencing with the date of withdrawal. A Beneficiary of a deceased
Participant also shall be permitted to elect a complete early withdrawal and in
such circumstances shall forfeit

                                      -5-
<PAGE>
the amount described in (i) herein.

         Section 3.05. BENEFICIARY. Each Participant shall designate a
Beneficiary (along with alternate beneficiaries) to whom, in the event of the
Participant's death, any benefit is payable hereunder. Each Participant has the
right to change any designation of Beneficiary and such change automatically
revokes any prior designation. A designation or change of Beneficiary must be in
writing on forms supplied by the Committee and any change of Beneficiary shall
not become effective until filed with the Committee; provided, however, that the
Committee shall not recognize the validity of any designation received after the
death of the Participant. The interest of any Beneficiary who dies before the
Participant shall terminate unless otherwise provided. If a Beneficiary is not
validly designated, or is not living or cannot be found at the date of payment,
any amount payable pursuant to this Plan shall be paid to the Spouse of the
Participant if living at the time of payment, otherwise in equal shares to such
of the children of the Participant as may be living at the time of payment;
provided, however, that if there is no surviving Spouse or child at the time of
payment, such payment shall be made to the estate of the Participant.

IV.      FUNDING STATUS.

         This Plan is unfunded. All obligations hereunder shall constitute an
unsecured promise of the Participating Employer, to pay a Participant's benefit
out of general assets, subject to all of the terms and conditions of the Plan,
as amended from time to time. A Participant shall have no greater right to
benefits provided hereunder than that of any unsecured general creditor of the
Participating Employer.

V.       ADMINISTRATION.

         Section 5.01. POWERS AND RESPONSIBILITIES. The Plan shall be
administered by the Committee which shall have the following powers and
responsibilities.

                  (a) to amend the Plan;

                  (b) to terminate the Plan;

                  (c) to construe the Plan, make factual determinations,
         consider requests made by Participants, correct defects, and take any
         and all similar actions considered by the Committee to be necessary to
         administer the Plan, with any instructions or interpretations of the
         Plan made in good faith by the Committee to be final and conclusive for
         all purposes;

                  (d) determine the investment options which may be utilized
         under the Plan, including any default option to be utilized if a
         Participant makes no investment request;


                                      -6-
<PAGE>
                  (e) to designate a related company or business as a
         Participating Employer and to revoke such status if, in the Committee's
         discretion, such action is in the best interest of the Company; and

                  (f) to take all other actions and do all other things which
         are considered by the Committee to be necessary to the administration
         of the Plan.

         Section 5.02. ACTIONS CONCLUSIVE. The Committee shall have complete
discretion in carrying out its powers and responsibilities under the Plan, and
its exercise of discretion hereunder shall be final and conclusive.

         Section 5.03. DELEGATION. The Committee may, in writing, delegate some
or all of its powers and responsibilities to any other person or entity.

         Section 5.04. MEETINGS. The Committee may hold meetings upon such
notice, at such time or times, and at such place or places as it may determine.
The majority of the members of the Committee at the time in office shall
constitute a quorum for the transaction of business at all meetings and a
majority vote of those present and constituting a quorum at any meeting shall be
required for action. The Committee may also act by written consent of a majority
of its members.

         Section 5.05. RULES OF ADMINISTRATION. The Committee may adopt such
rules for administration of the Plan as is considered desirable, provided they
do not conflict with the Plan.

         Section 5.06. AGENTS. The Committee may retain such counsel, and
actuarial, medical, accounting, clerical and other services as it may require to
carry out the provisions and purposes of the Plan.

         Section 5.07. RELIANCE. The Committee shall be entitled to rely upon
all tables, valuations, certificates, and reports furnished by any duly
appointed auditor, or actuary, upon all certificates and reports made by any
investment manager, or any duly appointed accountant, and upon all opinions
given by any duly appointed legal counsel.

         Section 5.08. LIABILITY AND INDEMNIFICATION. No member of the Committee
shall be personally liable by virtue of any instrument executed by the member,
or on the member's behalf, as a member of the Committee. Neither the Company nor
a Participating Employer, nor any of their respective officers or directors, nor
any member of the Committee, shall be personally liable for any action or
inaction with respect to any duty or responsibility imposed upon such person by
the terms of the Plan except when the same is finally judicially determined to
be due to the self dealing, willful misconduct or recklessness of such person.
The Company shall indemnify and hold harmless its officers, directors, and those
of any Participating Employer, and each member of the Committee against any and
all claims, losses, damages, expenses (including attorneys' fees and the
advancement thereof), and liability (including, in

                                      -7-
<PAGE>
each case, amounts paid in settlement), arising from any action or failure to
act regarding the Plan, to the greatest extent permitted by applicable law. The
foregoing right of indemnification shall be in addition to any other rights to
which any such person may be entitled.

         Section 5.09. CONFLICT OF INTEREST. If any Participant is a member of
the Committee, he or she shall not participate as a member of the Committee in
any determination under the Plan relating to his or her Deferred Compensation.

VI.      MODIFICATION AND TERMINATION.

         The Committee reserves the right to terminate this Plan at any time or
to modify, amend or suspend it from time to time, such right to include, without
limitation, the right to distribute any and all Deferred Compensation. Any such
termination, modification, amendment or suspension shall be effective at such
date as the Committee may determine and may be effective as to all Participating
Employers, or as to one or more Participating Employers, and their respective
employees. The Committee shall notify all affected Participants of any such
termination, modification, amendment or suspension and, in appropriate
circumstances as determined by the Committee, shall also notify the relevant
Participating Employers. A termination, modification, amendment or suspension
may affect Participants generally, by class or individually, and may apply
irrespective of whether they are past, current or future Participants; provided,
however, that any such action may not eliminate or reduce the Deferred
Compensation of any Participant as of the effective date of such action.

VII.     GENERAL PROVISIONS.

         Section 7.01. NO EMPLOYMENT RIGHT. Nothing contained herein shall be
deemed to give any employee the right to be retained in the service of the
Company or a Participating Employer, as applicable, or to interfere with the
rights of any such employer to discharge any employee at any time.

         Section 7.02. INTEREST NONASSIGNABLE. It is a condition of this Plan,
and all rights of each Participant shall be subject thereto, that no right or
interest of any Participant under this Plan or in his or her Deferred
Compensation (and any Interest Equivalents credited thereto) shall be assignable
or transferable in whole or in part, either directly or by operation of law or
otherwise, including but without limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy, or in any other manner, subject, however, to
applicable law, but excluding devolution by death or mental incompetency, and no
right or interest of any Participant under this Plan or in his or her Deferred
Compensation (and any Interest Equivalents credited thereto) shall be liable for
or subject to any obligation or liability of such Participant, subject, however,
to applicable law.

         Section 7.03. TAXES AND WITHHOLDING. All deferrals and payments of
Deferred Compensation shall be subject to such taxes and other withholdings
(federal, state or

                                      -8-
<PAGE>
local) as may be due thereon, and the determination of the Committee as to
withholding with respect to deferrals and payments shall be binding upon the
Participant and each Beneficiary.

         Section 7.04. SALE OF ASSETS. The sale of all or substantially all of
the assets of a Participating Employer, or a merger, consolidation or
reorganization of the Participating Employer wherein the Participating Employer
is not the surviving corporation, or any other transaction which, in effect,
amounts to a sale of the Participating Employer or voting control thereof, shall
not terminate this Plan or any related Agreements, and the obligations created
hereunder or thereby shall be binding upon the successors and assigns of the
Participating Employer.

         Section 7.05. LEGAL INCAPACITY. If a Participant or Beneficiary
entitled to receive any benefits hereunder is deemed by the Committee or is
adjudged to be legally incapable of giving valid receipt and discharge for such
benefits, the benefits will be paid to such persons as the Committee designates
or to the duly appointed guardian.

         Section 7.06. GOVERNING LAW. This Plan shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding the conflict of law rules applicable therein.

                                      [END]



                                      -9-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(B)
<SEQUENCE>4
<FILENAME>w60522ex10-b.txt
<DESCRIPTION>EXECUTIVE DEFERRED SAVINGS PLAN, AMEND. 12-31-2001
<TEXT>
<PAGE>
                                                                   Exhibit 10(B)

                       VF EXECUTIVE DEFERRED SAVINGS PLAN

                 (AMENDED AND RESTATED AS OF DECEMBER 31, 2001)

         The VF Executive Deferred Savings Plan, amended and restated as of
December 31, 2001 (the "Plan"), has been adopted by VF Corporation to allow
senior executive personnel of the Company and certain Participating Employers
who are among a select group of management or highly-compensated employees to
defer their compensation. The intention of VF Corporation is that the Plan be at
all times maintained on an unfunded basis for federal income tax purposes under
the Internal Revenue Code of 1986, as amended ("Code"), and administered as a
"top hat" plan, exempt from the substantive requirements of the Employee
Retirement Income Security Act of 1974, as amended.

                                    SECTION I
                                   DEFINITIONS

         Unless otherwise required by the context, the terms used herein shall
have the meanings as set forth below:

         1. "ACCRUED BENEFIT" means the sum of a Participant's Basic Deferrals
(and any gains and losses credited thereon) and the vested portion of the
Participating Employer's Matching Deferrals (and any gains and losses credited
thereon).

         2. "BASIC DEFERRAL means that portion of a Participant's Earnings
elected to be deferred under the terms of this Plan.

         3. "BENEFICIARY" means the individual or entity named pursuant to the
Plan to receive benefit payments hereunder in the event of the death of the
Participant.

         4. "CHANGE OF CONTROL" of the Company means the same under this Plan as
it does in the then-current Form of Change in Control Agreement with senior
management of the Company.

         5. "COMMITTEE" means the VF Corporation Pension Plan Committee, as
appointed from time to time by the Board of Directors of the Company.

         6. "COMPANY" means VF Corporation, a Pennsylvania corporation.

         7. "EARNINGS" means the Participant's total salary, including any cash
bonus payments made to a Participant by a Participating Employer in a Plan Year
under a Participating Employer's performance-based incentive compensation plans.
For purposes of the Plan, Earnings shall be determined without regard to any
other salary or bonus deferrals or reductions which may be made by a Participant
to any other plan or program maintained by a Participating Employer. However,
Earnings shall not include any reimbursement for expenses paid to a Participant
by a Participating Employer nor shall it include any payments or contributions
made by a Participating Employer to a plan or arrangement, on behalf of a
Participant, which results in imputed income to the Participant for federal
income tax purposes.
<PAGE>
         8. "MATCHING DEFERRAL" means the additional deferral amount credited to
a Participant by a Participating Employer under the terms of this Plan.

         9. "PARTICIPANT" means an eligible employee who voluntarily agrees to
participate in this Plan in accordance with its provisions.

         10. "PARTICIPATING EMPLOYER" means the Company and each related company
or business the eligible employees of which are designated by the Committee or
its designee to participate in this Plan and which, by appropriate action, has
agreed to participate in the Plan.

         11. "PLAN" means the VF Executive Deferred Savings Plan, amended and
restated as of December 31, 2001 and as it may be amended subsequently from time
to time.

         12. "PLAN YEAR" means the calendar year.

         13. "SERVICE" means the sum of (i) the vesting service, if any, the
Participant accrued, or such service as is recognized for the Participant, under
the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees as of the
date the Participant commences participation in this Plan, and (ii) service
while eligible to participate under this Plan. An employee shall be credited
with Service under (ii) hereof for each calendar month during which he or she
performs services while eligible to participate in this Plan, determined, for
these purposes, without regard to any period of suspension attributable to an
early withdrawal under Section VIII. Service shall also include the following
periods:

                  (a) Any leave of absence from employment which is authorized
         by the Participating Employer;

                  (b) Any period of military service in the Armed Forces of the
         United States required to be credited by law; provided, however, that
         the Participant returns to the employment of a Participating Employer
         within the period his or her re-employment rights are protected by law;
         and

                  (c) Service with any related VF company or enterprise if, and
         to the extent that, the Committee determines that such service should
         be counted.

         14. "SEVERANCE FROM SERVICE" means the date on which a Participant's
employment with a Participating Employer is terminated for any reason other than
death or Total Disability. A Severance from Service does not occur if a
Participant is transferred to another Participating Employer. If the Committee,
in its discretion, revokes a related company or business's status as a
Participating Employer or if a Participating Employer ceases to be a related
company or business of the Company, either through sale, merger or other
transaction, then all Participants employed by such Participating Employer shall
be deemed to have incurred a Severance from Service effective as of the date of
such revocation or such transaction, as applicable, unless and to the extent
that the Committee determines otherwise. The Committee

                                       2
<PAGE>
may also determine, in selected cases, that a Participant's Severance from
Service occurs at a date subsequent to his or her actual termination date.

         15. "SOCIAL SECURITY WAGE BASE" means the applicable dollar amount, for
the Plan Year, of the contribution and benefit base as determined under section
230 of the Social Security Act.

         16. "SPOUSE" means the person to whom the Participant is legally
married at the time relevant to any determination under the Plan.

         17. "TOTAL DISABILITY" means a physical or mental impairment that
qualifies a Participant for disability benefits under a long-term disability
benefits plan maintained by a Participant's Participating Employer and/or
eligibility for disability benefits under the Social Security Act. All
determinations of Total Disability for purposes of this Plan shall be based on
the fact that the Participant is in receipt of disability payments under either
or both the above-referenced disability benefits plans.

                                   SECTION II
                                   ELIGIBILITY

         1. REQUIREMENTS. An individual shall be eligible to participate in this
Plan if he or she is working for a Participating Employer in a capacity
classified by the Participating Employer as that of an employee and, for
compensation purposes, is classified by the Participating Employer as grade 20
(or its equivalent) or above.

         2. VOLUNTARY. Participation in this Plan by an eligible employee is
voluntary.

         3. TERMINATION OF PARTICIPATION. In the event that an individual ceases
to be an eligible employee because he or she is no longer classified by a
Participating Employer as grade 20 (or its equivalent) or above, then his or her
Basic Deferral election shall remain in effect through the end of the Plan Year
in which he or she ceased to be an eligible employee. Thereafter, he or she
shall make no further Basic Deferrals unless and until he or she shall again
become an eligible employee. In the event that an individual ceases to be an
eligible employee as a result of a suspension attributable to making an early
withdrawal under Section VIII, then he or she shall make no further Basic
Deferrals until after the expiration of such suspension period if he or she then
satisfies the requirements in Subsection 1 above.


                                   SECTION III
                                    DEFERRALS

                  1. BASIC DEFERRALS.

                           (a) ELECTION. A Participant may elect to defer any
                  portion of his or her Earnings ("Basic Deferral") by directing
                  his or her Participating Employer to

                                       3
<PAGE>
                  reduce his or her Earnings by a whole percentage or amount
                  authorized by a written election form executed by the
                  Participant and approved by the Committee provided, however,
                  that (1) for Plan Years beginning before January 1, 2003, a
                  Participant may not reduce his or her annual salary below the
                  Social Security Wage Base, and (2) for Plan Years beginning on
                  or after January 1, 2003, a Participant may not elect to defer
                  an amount under this Plan that, when aggregated with any
                  similar amount deferred under any other nonqualified deferred
                  compensation plan maintained by the Company would either (A)
                  with regard to annual salary, result in a reduction of his or
                  her annual salary below the lesser of: (1) the Social Security
                  Wage Base, or (2) fifty percent (50%) of annual salary or (B)
                  with regard to bonuses, exceed one hundred percent (100%) of
                  any cash bonus payment that qualifies as Earnings. A
                  Participant's Basic Deferral election shall be made during the
                  December immediately prior to the Plan to which the election
                  relates, or at such other time or times as the Committee may
                  determine. A Participant who incurs a Total Disability, or who
                  is on a leave of absence with the Participating Employer's
                  consent, or in military service in conformity with the
                  Participating Employer's policies, may continue to elect Basic
                  Deferrals if Earnings are being continued by the Participating
                  Employer.

                            (b) VESTING. A Participant shall have a
                  nonforfeitable right to his or her Basic Deferrals and any
                  credited gains or losses attributable thereto.

                            (c) CHANGE OF ELECTION. The percentage or amount of
                  Earnings designated by the Participant as a Basic Deferral
                  shall continue in effect, notwithstanding any change in
                  Earnings, unless and until the Participant requests a change
                  of such percentage or amount (increase, decrease or
                  suspension) and obtains the consent of the Committee. A
                  Participant, by submitting a written election form to the
                  Committee prior to the first day of the calendar quarter for
                  which the election is to become effective, may request a
                  change of the percentage or amount of Basic Deferral. If the
                  Committee consents, such change shall become effective as of
                  the first day of the calendar quarter to which the election
                  relates.

                            (d) PARTICIPATION IN MORE THAN ONE PLAN. In the
                  event that a Participant in this Plan also participates in
                  another nonqualified deferred compensation plan sponsored by
                  VF Corporation and such Participant is suspended from
                  deferring compensation under the other plan as a result of
                  taking an early withdrawal, such individual shall not be
                  permitted to increase the amount subject to any Basic Deferral
                  election already in effect under this Plan without the consent
                  of the Committee.

                  2. MATCHING DEFERRALS.

                            (a) AMOUNT. The Participating Employer shall credit
                  an additional deferral amount ("Matching Deferral") equal to
                  50% of a Participant's Basic Deferral; provided, however, that
                  such Matching Deferral shall not exceed

                                       4
<PAGE>
                  $12,500 for any given Plan Year or such other amount as the
                  Committee shall approve from time to time.

                            (b) VESTING. A Participant shall become vested in
                  his or her Matching Deferrals and any credited gains or losses
                  attributable thereto at the rate of one-sixtieth (1/60th) per
                  month of Service. Notwithstanding the foregoing, a Participant
                  shall become 100% vested in his or her Matching Deferrals and
                  any credited gains or losses attributable thereto if, prior to
                  his or her Severance from Service (i) the Participant attains
                  age sixty-five (65), incurs a Total Disability or dies, or
                  (ii) a Change of Control occurs.

                            (c) FORFEITURES. A Participant shall forfeit, upon
                  his or her (i) Severance from Service prior to the attainment
                  of age sixty-five (65) or (ii) complete early withdrawal of
                  his or her Accrued Benefit in accordance with Subsection 2(b)
                  of Article VIII, any right to Matching Deferrals (including
                  credited gains or losses attributable thereto) in which he or
                  she is not vested.

                                   SECTION IV
                                   INVESTMENT

         1. INVESTMENT ELECTION. A Participant may elect, pursuant to procedures
established by the Committee and subject to applicable limitations herein, that
his or her Basic and Matching Deferrals be credited with gains and losses as if
such Deferrals had been invested (in increments of at least one percent (1%)) in
one or more of the investment funds offered under the Plan, as may be determined
by the Committee from time to time.

         2. CHANGE OF INVESTMENT ELECTION. A Participant may elect, pursuant to
procedures established by the Committee and subject to applicable limitations
herein, a change with respect to his or her previously-made investment election.

         3. SPECIAL RULE FOR CERTAIN PARTICIPANTS WHO INVEST IN THE VF
CORPORATION STOCK FUND. If a Participant who is either a director or officer of
the Company or otherwise subject to Section 16 of the Securities Exchange Act of
1934 (the "Exchange Act") has Basic Deferrals or Matching Deferrals which, under
this Plan, are credited with gains and losses as if invested in a fund composed
of common stock of the Company (the "VF Corporation Stock Fund"), then such
amounts shall continue to be so credited until such Participant's Severance from
Service, Total Disability, or death, and, prior thereto, shall not be available
for hardship withdrawal or early withdrawal pursuant to Section VIII, except as
may otherwise be provided for in such Section. Any Participant who becomes
subject to this limitation by reason of being appointed a director or officer of
the Company or to such other position subject to Section 16 of the Exchange Act
may elect, in accordance Subsection 2, that any portion of his or her prior
Deferrals that had been previously credited with gains and losses as if invested
in the VF Corporation Stock Fund be changed (together with all gains and losses
credited thereto) to a different Fund or Funds under this Plan; provided,
however, that such election is made and such change is implemented prior to the
date of such appointment. For purposes of this Subsection 3,

                                       5
<PAGE>
the term "officer" shall have the same meaning as that term is defined in Rule
16a-1(f) under the Exchange Act.

                                    SECTION V
                                     RECORDS

         The Committee shall create and maintain adequate records, in book entry
form, for each Participant of Basic and Matching Deferrals and gains or losses
credited thereto. Each Participant shall have electronic access to the status of
his or her Accrued Benefit and vested percentage. A Participant may request a
written statement reflecting the status of his or her Accrued Benefit and vested
percentage at any time by filing a written request with the Committee.

                                   SECTION VI
                                  PLAN BENEFITS

         1. SEVERANCE FROM SERVICE. Upon a Participant's Severance from Service,
he or she shall be entitled to his or her Accrued Benefit payable in accordance
with Section VII.

         2. DEATH. In the event of the death of a Participant prior to Severance
from Service, the Participant's Beneficiary shall be entitled to a benefit equal
to the Participant's Accrued Benefit payable in accordance with Section VII. In
the event of the death of a Participant after a Severance from Service, the
Participant's Beneficiary shall be entitled to that part, if any, of the
Participant's Accrued Benefit which has not yet been paid to the Participant
payable in accordance with Section VII.

         3. TOTAL DISABILITY. In the event a Participant incurs a Total
Disability prior to Severance from Service, the Participant shall be entitled to
his or her Accrued Benefit payable in accordance with Section VII.

         4. BENEFICIARY. Each Participant may designate a Beneficiary (along
with alternate beneficiaries) to whom, in the event of the Participant's death,
any benefit is payable hereunder. Each Participant has the right to change any
designation of Beneficiary and such change automatically revokes any prior
designation. A designation or change of Beneficiary must be in writing on forms
supplied by the Committee and any change of Beneficiary shall not become
effective until filed with the Committee; provided, however, that the Committee
shall not recognize the validity of any designation received after the death of
the Participant. The interest of any Beneficiary who dies before the Participant
shall terminate unless otherwise provided. If a Beneficiary is not validly
designated, or is not living or cannot be found at the date of payment, any
amount payable pursuant to this Plan shall be paid to the Spouse of the
Participant if living at the time of payment, otherwise in equal shares to such
of the children of the Participant as may be living at the time of payment;
provided, however, that if there is no surviving Spouse or child at the time of
payment, such payment shall be made to the estate of the Participant.


                                       6
<PAGE>
                                   SECTION VII
                               PAYMENT OF BENEFITS

         1. NORMAL FORM. The normal form for the payment of a Participant's
Accrued Benefit shall be a lump-sum payment in cash and shall not be payable to
the Participant prior to the ninetieth (90th) day following the event giving
rise to the distribution.

                  2. INSTALLMENTS.

                            (a) Notwithstanding the foregoing, a Participant may
                  request, by filing an application in writing to the Committee,
                  that payment be made in annual installments over a period of
                  not more than ten (10) years. Such written application must be
                  made to the Committee at least sixty (60) days prior to the
                  payment date, and the decision to permit the requested form of
                  payment shall be made at the sole discretion of the Committee
                  taking into account the interests of the Participant and the
                  Company.

                            (b) If a Participant dies prior to a Severance from
                  Service and prior to filing a written application to the
                  Committee for an installment payment, his or her Beneficiary
                  shall have the right to file a similar application; provided,
                  however, that in such circumstances, the Accrued Benefit shall
                  not be payable to the Beneficiary (in whole or in part) prior
                  to the ninetieth (90th) day following the Participant's death
                  (unless the Committee determines otherwise) and the
                  Beneficiary must file the written application with the
                  Committee at least sixty (60) days prior to such payment date
                  and the decision to permit the requested form of payment shall
                  be made at the sole discretion of the Committee taking into
                  account the interests of the Beneficiary and the Company.

                            (c) If a Participant dies after a Severance from
                  Service and the commencement of installment payments or at a
                  time when installment payments are scheduled to commence, his
                  or her Beneficiary shall have the right to file a written
                  application to the Committee to receive any unpaid
                  installments either in lump sum or in accordance with the
                  schedule previously requested by the Participant and approved
                  by the Committee; provided, however, that in such
                  circumstances, the Accrued Benefit shall not be payable to the
                  Beneficiary (in whole or in part) prior to the ninetieth
                  (90th) day following the Participant's death (unless the
                  Committee determines otherwise) and the Beneficiary must file
                  a written application with the Committee at least sixty (60)
                  days prior to such payment date. The decision to permit the
                  requested form of payment shall be in the sole discretion of
                  the Committee taking into account the interests of the
                  Beneficiary and the Company.


                                       7
<PAGE>
                                  SECTION VIII
                                   WITHDRAWALS

         1. HARDSHIP WITHDRAWAL. Distribution may be made to a Participant of
some or all of his or her Accrued Benefit in the event of an unforeseeable
emergency; provided, however, that such a distribution shall not be made to any
Participant who is a director of the Company or an officer as defined in
Subsection 3 of Section IV or otherwise subject to Section 16 of the Exchange
Act, from any Basic Deferrals or Matching Deferrals (or earnings thereon) which
have been credited with gains and losses as if invested in the VF Corporation
Stock Fund. The Participant shall file a written request with the Committee, and
the Committee shall determine in its sole discretion, if an unforeseeable
emergency exists, based on the facts of each case. For this purpose,
"unforeseeable emergency" means severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident involving the
Participant, his or her Spouse or member of immediate family, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstance arising as a result of events beyond the control of
the Participant; provided, however, that distribution shall not be made to the
extent such hardship is or may be relieved through reimbursement or compensation
by insurance or otherwise, by liquidation of the Participant's assets (to the
extent such liquidation would not itself cause severe financial hardship), or by
cessation of a Participant's Basic Deferrals. The Committee may, in its
discretion, consider making similar distributions to a Beneficiary following the
death of a Participant and the Beneficiary's incurring an unforeseeable
emergency.

         2. EARLY WITHDRAWAL. Subject to the terms and conditions described in
this Section, a distribution shall be made to a Participant of his or her
Accrued Benefit in the form of a partial or complete early withdrawal; provided,
however, that a Participant who has had a Severance from Service or has incurred
a Total Disability shall not be permitted to take a partial early withdrawal.

In addition, with respect to a Participant who is a director of the Company or
an officer as defined in Subsection 3 of Section IV or otherwise subject to
Section 16 of the Exchange Act, the following shall apply: if such a Participant
elects a complete early withdrawal, there may be included, in his or her
distribution, amounts from any Basic Deferrals or Matching Deferrals (with
earnings thereon) credited to the VF Corporation Stock Fund, but only if the
Committee has determined that such distribution is exempt under Rule 16b-3(f) or
otherwise will not result in immediate short-swing profits liability on the part
of the Participant under Section 16(b) of the Exchange Act; further, in
determining the amount withdrawn under a partial early withdrawal, such
Participant's interest, if any, in the VF Corporation Stock Fund shall be taken
into account, but shall not be eligible for distribution.

To elect a partial or complete early withdrawal, a Participant shall file a
written election with the Committee in advance of the proposed early withdrawal
date. The election shall be made on a form supplied by the Committee, which at
minimum shall require that the Participant specify the amount of the early
withdrawal. A pro rata amount shall be withdrawn from each of the investment
funds in which the Participant's account is invested, subject to the limitations
in

                                       8
<PAGE>
Section IV of the Plan. A Participant may elect no more than two early
withdrawals during any continuous eighteen-month period.

                            (a) PARTIAL EARLY WITHDRAWAL. A Participant may
                  elect a partial early withdrawal in an amount no less than
                  $25,000 and no more than seventy-five percent (75%) of the
                  Participant's total account balance (including, solely for
                  purposes of determining the amount available, the
                  Participant's nonvested Matching Deferrals, if any). Such
                  minimum and maximum amounts shall be determined without regard
                  to the forfeited amount described herein. Notwithstanding any
                  provision herein to the contrary, any Participant who receives
                  a partial early withdrawal shall (i) forfeit from the amount
                  withdrawn an amount equal to six percent (6%) of the amount
                  withdrawn (provided, however, that the amount forfeited shall
                  not exceed $50,000), and (ii) be suspended from making Basic
                  Deferrals for a period of at least six (6) months commencing
                  with the date of withdrawal as follows:

                                  (A) if the Participant withdraws $833,000 or
                  less, the Participant shall be suspended from making Basic
                  Deferrals for a period of six (6) months, and

                                  (B) if the Participant withdraws more than
                  $833,000, the six (6) month suspension period described in
                  Subsection (A) above shall be extended for an additional
                  period of months equal to the product of (x) the percentage of
                  the Participant's total account balance (as determined under
                  Subsection (a) above) that was withdrawn hereunder in excess
                  of $833,000, times (y) six (6) (with fractional months rounded
                  up to the next whole month).

                            (b) COMPLETE EARLY WITHDRAWAL. A Participant may
                  elect a complete early withdrawal of his or her Accrued
                  Benefit. Notwithstanding any provision herein to the contrary,
                  any Participant who receives a complete early withdrawal shall
                  (i) forfeit from the amount withdrawn an amount equal to six
                  percent (6%) of the amount withdrawn plus any unvested
                  Matching Deferrals (provided, however, that (x) the amount
                  forfeited from the amount withdrawn shall not exceed $50,000
                  and (y) the forfeited amount shall be offset by the amount, if
                  any, of the forfeited Matching Deferrals), and (ii) the
                  Participant shall be suspended from making Basic Deferrals for
                  a period of twelve (12) months, commencing with the date of
                  withdrawal. A Beneficiary of a deceased Participant also shall
                  be permitted to elect a complete early withdrawal and in such
                  circumstance shall forfeit the amount described in (i) herein.

                                   SECTION IX
                                 FUNDING STATUS

         This Plan is unfunded. All obligations hereunder shall constitute an
unsecured promise of the Company to pay a Participant's benefit out of the
general assets of the Company, subject to all of the terms and conditions of the
Plan, as amended from time to time, and

                                       9
<PAGE>
applicable law. A Participant shall have no greater right to benefits provided
hereunder than that of any unsecured general creditor of the Company.

                                    SECTION X
                                 ADMINISTRATION

         1. POWERS AND RESPONSIBILITIES. The Plan shall be administered by the
Committee which shall have the following powers and responsibilities.

                            (a) to amend the Plan;

                            (b) to terminate the Plan;

                            (c) to construe the Plan, make factual
                  determinations, consider requests made by Participants,
                  correct defects, and take any and all similar actions
                  considered by the Committee to be necessary to administer the
                  Plan, with any instructions or interpretations of the Plan
                  made in good faith by the Committee to be final and conclusive
                  for all purposes;

                            (d) determine the investment options which may be
                  utilized under the Plan, including any default option to be
                  utilized if a Participant makes no investment request;

                            (e) to designate a related company or business as a
                  Participating Employer and to revoke such status if, in the
                  Committee's discretion, such action is in the best interest of
                  the Company; and

                            (f) to take all other actions and do all other
                  things which are considered by the Committee to be necessary
                  to the administration of the Plan.

                  2. ACTIONS CONCLUSIVE. The Committee shall have complete
discretion in carrying out its powers and responsibilities under the Plan, and
its exercise of discretion hereunder shall be final and conclusive.

                  3. DELEGATION. The Committee may, in writing, delegate some or
all of its powers and responsibilities to any other person or entity.

                  4. MEETINGS. The Committee may hold meetings upon such notice,
at such time or times, and at such place or places as it may determine. The
majority of the members of the Committee at the time in office shall constitute
a quorum for the transaction of business at all meetings and a majority vote of
those present and constituting a quorum at any meeting shall be required for
action. The Committee may also act by written consent of a majority of its
members.

                  5. RULES OF ADMINISTRATION. The Committee may adopt such rules
for administration of the Plan as is considered desirable, provided they do not
conflict with the Plan.


                                       10
<PAGE>
                  6. AGENTS. The Committee may retain such counsel, and
actuarial, medical, accounting, clerical and other services as it may require to
carry out the provisions and purposes of the Plan.

                  7. RELIANCE. The Committee shall be entitled to rely upon all
tables, valuations, certificates, and reports furnished by any duly appointed
auditor, or actuary, upon all certificates and reports made by any investment
manager, or any duly appointed accountant, and upon all opinions given by any
duly appointed legal counsel.

                  8. LIABILITY AND INDEMNIFICATION. No member of the Committee
shall be personally liable by virtue of any instrument executed by the member,
or on the member's behalf, as a member of the Committee. Neither the Company nor
a Participating Employer, nor any of their respective officers or directors, nor
any member of the Committee, shall be personally liable for any action or
inaction with respect to any duty or responsibility imposed upon such person by
the terms of the Plan except when the same is finally judicially determined to
be due to the self dealing, willful misconduct or recklessness of such person.
The Company shall indemnify and hold harmless its officers, directors, and those
of any Participating Employer, and each member of the Committee against any and
all claims, losses, damages, expenses (including attorneys' fees and the
advancement thereof), and liability (including, in each case, amounts paid in
settlement), arising from any action or failure to act regarding the Plan, to
the greatest extent permitted by applicable law. The foregoing right of
indemnification shall be in addition to any other rights to which any such
person may be entitled.

         9. CONFLICT OF INTEREST. If any Participant is a member of the
Committee, he or she shall not participate as a member of the Committee in any
determination under the Plan relating to his or her Basic Deferrals and Matching
Deferrals.


                                   SECTION XI
                          MODIFICATION AND TERMINATION

         The Committee reserves the right to terminate this Plan at any time or
to modify, amend or suspend it from time to time, such right to include, without
limitation, the right to distribute any and all Accrued Benefits. Any such
termination, modification, amendment or suspension shall be effective at such
date as the Committee may determine and may be effective as to all Participating
Employers, or as to one or more Participating Employers, and their respective
employees. The Committee shall notify all affected Participants of any such
termination, modification, amendment or suspension and, in appropriate
circumstances as determined by the Committee, shall also notify the relevant
Participating Employers. A termination, modification, amendment or suspension
may affect Participants generally, by class or individually, and may apply
irrespective of whether they are past, current or future Participants; provided,
however, that any such action may not eliminate or reduce the Accrued Benefit of
any Participant as of the effective date of such action.


                                       11
<PAGE>
                                   SECTION XII
                               GENERAL PROVISIONS

         1. NO EMPLOYMENT RIGHT. Nothing contained herein shall be deemed to
give any employee the right to be retained in the service of the Company or a
Participating Employer, as applicable, or to interfere with the rights of any
such employer to discharge any employee at any time.

         2. INTEREST NOT ASSIGNABLE. It is a condition of this Plan, and all
rights of each Participant shall be subject thereto, that no right or interest
of any Participant under this Plan or in his or her credited Deferrals (and any
credited gains or losses attributable thereto) shall be assignable or
transferable in whole or in part, either directly or by operation of law or
otherwise, including without limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy, or in any other manner, subject, however, to
applicable law, but excluding devolution by death or mental incompetency, and no
right or interest of any Participant under this Plan or in his or her credited
Deferrals (and any credited gains or losses attributable thereto) shall be
liable for or subject to any obligation or liability of such Participant,
subject, however, to applicable law.

         3. TAXES AND WITHHOLDING. All deferrals and payments under the Plan
shall be subject to such taxes and other withholdings (federal, state or local)
as may be due thereon, and the determination of the Committee as to withholding
with respect to deferrals and payments shall be binding upon the Participant and
each Beneficiary.

         4. SALE OF ASSETS. The sale of all or substantially all of the assets
of the Company, or a merger, consolidation or reorganization of the Company
wherein the Company is not the surviving corporation, or any other transaction
which, in effect, amounts to a sale of the Company or voting control thereof,
shall not terminate this Plan or any related agreements and the obligations
created hereunder or thereby and the same shall be binding upon the successors
and assigns of the Company.

         5. LEGAL INCAPACITY. If a Participant or Beneficiary entitled to
receive any benefits hereunder is deemed by the Committee or is adjudged to be
legally incapable of giving valid receipt and discharge for such benefits, the
benefits will be paid to such persons as the Committee designates or to the duly
appointed guardian.

         6. GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, notwithstanding
the conflict of law rules applicable therein.

                                      [END]

                                       12

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