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




ARTICLE I.       PURPOSE

The purpose of this Fifth Supplemental Annual Benefit Determination (the
"Determination") is to provide security for the payment of the Supplemental
Pensions of certain designated Participants under the VF Corporation Amended
and Restated Supplemental Executive Retirement Plan and the Determinations
thereunder (collectively, 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"), the VF Executive
Deferred Savings Plan ("Executive Deferred Savings Plan") and those agreements
between VF Corporation ("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 the Corporation.


ARTICLE III.     SECURING PAYMENT OF THE SUPPLEMENTAL PENSION

The Corporation shall, immediately upon and at all times following the
occurrence of a change in control of the Corporation (as defined in Paragraph 2
of the Participant's Change in Control Agreement and/or Section I-4 of the
Executive Deferred Savings Plan), either provide security for or fund the
payment of the Supplemental Pensions described in the First, Second, Third and
Seventh Supplemental Annual Benefit Determinations.  The Corporation shall be
obligated to fund or secure such Supplemental Pension Benefits in all events
and, if possible, the security or funding shall be made in a form that will not
cause such amounts to be includable in the Participant's gross income for
federal income tax purposes until the taxable year or years in which such
amounts are paid to the Participant under the terms of the SERP (e.g., a
standby letter of credit, funded irrevocable trust, etc.).  The Corporation may
cease to provide the security or funding required hereunder with respect to a
Participant upon the occurrence of either of the following:  (1) the
Participant shall have been paid his Supplemental Pension in full or (2) the
Board of Directors of 


the Corporation shall have adopted a resolution declaring the change in
control ineffective as provided in Paragraph 2 of the Participant's Change in
Control Agreement and/or Section I-4 of the Executive Deferred Savings Plan.


ARTICLE IV.      ELECTION TO RECEIVE SUPPLEMENTAL PENSION BENEFIT IN A LUMP SUM
                 AFTER A CHANGE IN CONTROL

Following the occurrence of a change in control of the Corporation, each
Participant who is eligible to receive a Supplemental Pension under the First,
Second, Third or Seventh Supplemental Annual Benefit Determination (or such
Participant's Beneficiary(ies), if applicable) shall be entitled to elect to
receive the actuarial present value of such Participant's Supplemental Pension
in a lump sum payment payable 5 days from the date such written election is
mailed to the Corporation's secretary.  The following assumptions shall be used
in calculating any such lump sum payment:

                 (a)      An interest rate of 6%, and

                 (b)      A life expectancy equal to the difference between (1)
85 and (2) the Participant's whole number age at the time of Participant's
termination of employment.


ARTICLE V.       PARTICIPANTS

The Committee designates as a Participant for purposes of this Determination
any Executive who is a Participant under the First, Second, Third or Seventh
Supplemental Annual Benefit Determination.


ARTICLE VI.      ADOPTION

This Determination was approved and adopted by the Board of Directors of the
Corporation on February 13, 1990, and amended by the Corporation on August 17,
1993, effective as of February 1, 1992, as authorized by the Board of Directors
on December 3, 1991.





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