V F CORP
AMENDED AND RESTATED FIFTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
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<TYPE>EX-10.4
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<FILENAME>w18888exv10w4.txt
<DESCRIPTION>AMENDED AND RESTATED FIFTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
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                                                                    Exhibit 10.4

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

ARTICLE I. PURPOSE

The purpose of this Amended and Restated Fifth Supplemental Annual Benefit
Determination (the "Determination"), which is effective as of February 7, 2006,
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 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

          (a) Benefits Not Subject to Code Section 409A. This Article IV(a)
shall apply solely to the portion of a Participant's Supplemental Pension which
is not subject to the requirements of Section 409A of the Code. Following the
occurrence of a change in control of

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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.

          (b) Benefits Subject to Code Section 409A. This Article IV(b) shall
apply solely to the portion of a Participant's Supplemental Pension which is
subject to the requirements of Section 409A of the Code. Following the
occurrence of a Change of Control (as defined in Section 2.04 of the SERP), 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 receive the actuarial
present value of such Participant's Supplemental Pension in a lump sum cash
payment payable 5 days after the date the Participant becomes eligible to
receive the Supplemental Pension pursuant to the terms of the First, Second,
Third or Seventh Determination (as applicable); provided, however, that in the
case of a Participant who is a "specified employee" within the meaning of
Section 409A(a)(2)(B)(i) of the Code, payment of such Participant's Supplemental
Pension shall not be made until the date which is six months after the date of
the Participant's separation from service (or, if earlier, the date of death of
the Participant).

          (c) Present Value Calculation. The following assumptions shall be used
in calculating any such lump sum payment:

               (i) under Article IV(a), an interest rate of 6%, and 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;
     and

               (ii) under Article IV(b), an interest rate equal to the yield for
     the Moody's Aa corporate bond index as of the last business day preceding
     the beginning of the calendar quarter in which the lump sum payment is to
     be made (or would be made except for the Participant's "specified employee"
     status), and the mortality assumption set forth in the Pension Plan for
     purposes of calculating lump sum payments.

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 originally 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. This Determination was amended and restated by
the Board of Directors on and effective as of February 7, 2006, in order (i) to
preserve the favorable tax treatment available to benefits earned and vested
under the Determination on or before December 31, 2004 in view of the enactment
of Section 409A of the Code and the issuance of regulations thereunder by the
Department of the


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Treasury, and (ii) with respect to all other benefits earned under the
Determination, to comply with the requirements of Section 409A and the
regulations thereunder. The Board of Directors reserves the right to amend the
Determination, either retroactively or prospectively, in whatever respect is
required to achieve and maintain compliance with the requirements of Section
409A of the Code and the regulations thereunder.


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