THIRD AMENDED SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
                   PURSUANT TO THE VF CORPORATION AMENDED AND
                RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


ARTICLE I.       PURPOSE

The purpose of this Third Amended Supplemental Annual Benefit Determination
(the "Determination") is to provide to designated Participants a Supplemental
Pension under the VF Corporation Amended and Restated Supplemental Executive
Retirement Plan (the "SERP").


ARTICLE II.      DEFINITIONS

As used herein, words and phrases shall have such meanings as are set forth in
the SERP, the VF Corporation Pension Plan ("Pension Plan"), and those
agreements between the Corporation and certain Executives of the Corporation
providing for severance benefits upon employment termination in connection with
a "change in control" of the Corporation (the "Change in Control Agreements").
"Committee" shall mean the Organization and Compensation Committee of the Board
of Directors of VF Corporation.


ARTICLE III.     ELIGIBILITY FOR BENEFITS

The Supplemental Pension shall be payable to the Participant if his employment
terminates by reason of: 1) retirement on his Normal Retirement Date, 2) Early
Retirement approved by the Committee, 3) involuntary termination without Cause,
4) termination for Good Reason following a change in control of the Corporation
or 5) death while an Employee.


ARTICLE IV.      SUPPLEMENTAL PENSION BENEFITS

                 4.01     Normal Retirement:  The Supplemental Pension payable
at Normal or Late Retirement shall be equal to the Supplemental Pension
determined under Section 2.01(a)(1) of the SERP, provided, however, that the
Participant's "Average Annual Compensation" for Supplemental Pension
calculation purposes shall mean the average of the highest three years of the
full amount of the Participant's salary and bonus compensation for the
five-year period preceding his Retirement Date.


                 4.02     Early Retirement:  No Supplemental Pension shall be
payable with respect to a Participant's Early Retirement unless the Committee
approves benefit payments hereunder in connection with such Early Retirement.
If so approved, the Supplemental Pension 

payable at Early Retirement shall commence at the Participant's
Retirement Date and be equal to the benefit provided by Section 4.01 above,
multiplied by a fraction to reflect termination of employment prior to Normal
Retirement Date and further reduced to reflect commencement of payments prior
to age 65.  The numerator of the pre-Normal Retirement Date termination
fraction shall be the number of full and part years of a Participant's
employment with Corporation.  The denominator of this fraction shall be the
number of full and part years of the Participant's employment as if the
Participant had been employed until Normal Retirement Date.  The additional
reduction for pre-age 65 commencement of benefits shall be 1/150th for each
month (up to 36 months) between ages 62 and 65 and 1/300th for each month (up
to 84 months) between ages 55 and 62 by which the commencement date of the
Supplemental Pension precedes age 65.

                 4.03     Involuntary Termination without Cause:  The
Supplemental Pension payable upon the Participant's involuntary termination
without Cause shall, without requiring approval by the Committee, be the same
as that provided by Section 4.02.

                 4.04     Termination for Good Reason:  The Supplemental
Pension payable upon the Participant's termination for Good Reason after a
change in control shall be as provided by Section 4.03.

                 4.05     Death while an Employee:  The Supplemental Pension
payable upon the death of the Participant while an Employee shall be as
provided by Section 4.03.

                 4.06     Form of Supplemental Pension:  The Supplemental
Pension will be paid to the Participant or his Surviving Spouse at the same
time and in the same form as benefits are paid under the Pension Plan,
provided, however, that death or survivor benefits upon the death of the
Participant are payable only to his Surviving Spouse, if any.  Notwithstanding
the foregoing, benefits payable pursuant to Section 4.03 ("involuntary
termination without Cause"), Section 4.04 ("termination for Good Reason") or
Section 4.05 ("death while an Employee") shall not commence prior to the
Participant's Normal Retirement Date except that, at his sole discretion, the
Participant or his Surviving Spouse, as applicable, may elect, in the event of
termination for Good Reason after a change in control or death while an
Employee, to receive in a lump sum the actuarial present value of the
Participant's Supplemental Pension under this Determination.


ARTICLE V.       PARTICIPANTS

The Committee shall from time to time designate the Employees who





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shall be Participants for purposes of this Determination by attaching hereto a
Schedule A (as amended or supplemented).


ARTICLE VI.      VESTING

The Participant shall become vested in the Supplemental Pension payable
pursuant to this Determination upon satisfaction of the vesting period provided
in the SERP or, if applicable, as provided in Participant's Change in Control
Agreement, whichever is earlier.  Nothing in this Determination shall preclude
the Board of Directors from making a Participant ineligible to participate in
the SERP and this Determination any time before the Participant shall become
vested hereunder.


ARTICLE VII.     ADOPTION

This Amended Determination was approved and adopted by the Committee on
December 2, 1991, and the Committee's action was ratified by the Board of
Directors of the Corporation on December 3, 1991.





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            THIRD AMENDED SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION

                               AMENDED SCHEDULE A


1.       H. D. McKemy

2.       L. M. Tarnoski


Date of Amendment:  December 2, 1991