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Kontoor Brands, Inc. – ‘S-8’ on 5/20/19 – ‘EX-99.1’

On:  Monday, 5/20/19, at 5:50pm ET   ·   Effective:  5/20/19   ·   Accession #:  950103-19-6599   ·   File #:  333-231627

Previous ‘S-8’:  ‘S-8’ on 5/20/19   ·   Next & Latest:  ‘S-8’ on 8/13/19   ·   4 References:   By:  Kontoor Brands, Inc. – ‘10-K’ on 2/28/24 for 12/30/23 By:  Kontoor Brands, Inc. – ‘10-K’ on 3/1/23 for 12/31/22 By:  Kontoor Brands, Inc. – ‘10-K’ on 3/2/22 for 1/1/22 By:  Kontoor Brands, Inc. – ‘10-K’ on 3/3/21 for 1/2/21 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/20/19  Kontoor Brands, Inc.              S-8         5/20/19    4:901K                                   Davis Polk & … LLP 01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML     45K 
                Employees Pursuant to an Employee Benefit Plan                   
 2: EX-5.01     Exhibit 5.1                                         HTML     10K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      5K 
 4: EX-99.1     Miscellaneous Exhibit                               HTML    526K 

Exhibit 99.1

KONTOOR BRANDS 401K SAVINGS PLAN

Established as of the Distribution Date

TABLE OF CONTENTS

FORMAL TEXT
OF THE
KONTOOR BRANDS 401K SAVINGS PLAN

1.                  Establishment and Spin-Off. VF Corporation has maintained the VF 401k Savings Plan (the “VF 401k Plan”) for the benefit of its eligible employees and the eligible employees of its affiliated employers. VF Corporation has determined to separate its jeanswear business into one or more newly formed legal entities (the “Jeanswear Group”), and in connection therewith, VF Corporation intends to distribute to its shareholders all of the stock of a newly formed company (“Kontoor Brands, Inc.”) that will be the parent holding company for the Jeanswear Group (the “Distribution”). In connection with the Distribution, Kontoor Brands, Inc. shall adopt this Kontoor Brands 401k Savings Plan (the “Plan”) to provide a separate tax-qualified profit sharing plan with a cash or deferred arrangement feature for the eligible employees of Kontoor Brands, Inc. and its affiliated employers, and to accept a spin-off of the accounts of such eligible employees and their respective beneficiaries under the VF 401k Plan. This Plan shall be effective at and as of the date of consummation of the Distribution (the “Distribution Date”). In the event that the Distribution does not occur, this Plan shall be void and of no force and effect.

2.                  History. The VF 401k Plan became effective January 1, 1985 as the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees.

The VF 401k Plan as amended effective as of January 15, 1990 consisted of two portions. The first portion is a profit sharing plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), which includes a qualified cash or deferred arrangement as defined in Section 401(k) of the Code. The second portion (the assets of which are invested in VF Stock) is both a stock bonus plan and an employee stock ownership plan intended to qualify under Section 401(a) and 4975(e)(7) of the Code, and as such is designed to invest primarily in such VF Stock. Except as otherwise provided, the above-described amendments were effective January 15, 1990.

The VF 401k Plan was subsequently amended and restated generally effective as of January 1, 1994.

The VF 401k Plan was subsequently amended generally effective January 1, 1997 to comply with certain provisions of the Retirement Protection Act of 1994, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (the “GUST provisions”).

The VF 401k Plan was subsequently amended to provide that, effective as of June 1, 2002, all VF Stock held under the Plan, including common stock of VF in the VF Corporation Stock Fund and the VF Corporation Preferred Stock Fund and convertible preferred stock of the Company in the VF Corporation Preferred Stock Fund, constituted an employee stock ownership plan intended to qualify under Section 4975(e)(7) of the Code.

All outstanding convertible preferred stock of VF in the VF Corporation Preferred Stock Fund was converted to common stock of VF on June 6, 2006. The VF 401k Plan was

amended as a result of this conversion to remove or modify all references to VF’s convertible preferred stock and to change the name of the VF Corporation Preferred Stock Fund to the VF Corporation ESOP Stock Fund, effective June 6, 2006.

The Plan was subsequently amended and restated effective as of January 1, 2015 to reflect, without limitation, the change of the VF 401k Plan’s name to the VF 401k Savings Plan, the merger of the VF Corporation Retirement Savings Plan for Hourly Employees with and into the Plan effective as of December 31, 2014 (or as promptly thereafter as practicable), and the following design changes: inclusion of a “safe harbor” 401(k) deferral formula under Section 401(k)(12) of the Code, with a “safe harbor” matching contribution under Section 401(m)(11) of the Code of 100% of up to 6% of Earnings deferred by the Participant; eligibility for participation by “hourly” associates and associates classified for compensation purposes as Salary Grade 20 or above; imposition of a minimum service condition for participation; elimination of “automatic enrollment” of eligible associates; and discontinuance of Retirement Contributions.

Effective January 1, 2018, the VF 401k Plan was amended to include an eligible automatic contribution arrangement described in Section 414(w) of the Code, and is to be construed and applied accordingly.

Except as may be specifically provided herein to the contrary, benefits under the Plan attributable to service prior to a Participant’s termination of employment shall be determined and paid in accordance with the provisions of the Plan as in effect as of the date the termination of employment occurred unless he or she becomes an active Participant after that date and such active participation creates a different result under the provisions of the Plan. Notwithstanding the foregoing, certain provisions of the Plan have specific effective dates, which are noted in the particular provisions.

PURPOSE

The purpose of this Plan is to encourage and assist employees in adopting a regular savings program and to help employees build a strong financial future.

SECTION I

DEFINITIONS

Unless otherwise required by the context, the following definitions shall control:

1.                  “Account” or “Participant’s Account” means the total amount of all cash and other assets in a Participant’s Basic Account, Pre-ESOP Matching Contributions Account, ESOP Matching Contributions Account, Safe Harbor Matching Contributions Account, and his or her Retirement Contributions Account, as applicable, held by the Trustee under this Plan for the benefit of a Participant.

2.                  “Affiliated Company” means a company in which 50% or less of the voting stock is owned or controlled by the Company.

3.                  “Basic Account” means all cash and other assets held by the Trustee under this Plan for the benefit of a Participant attributable to Basic Contributions made with respect to the Participant.

4.                  “Basic Contributions” means a contribution made by a Participating Employer directly to the Trustee under the provisions of Section IV, pursuant to a Participant’s election. Such contributions are not includible in the Participant’s gross income for Federal income tax purposes at the time contributed by the Participating Employer to the Trustee, pursuant to the provisions of Section 401(k) of the Code.

5.                  “Beneficiary” means the person, trust, organization or estate named pursuant to Section VIII, Subsection (5) to receive benefit payments under the Plan in the event of the death of the Participant.

6.                  “Code” means the Internal Revenue Code of 1986, as amended.

7.                  “Committee” means the Kontoor Brands, Inc. Retirement Plans Committee, or any successor thereto, as appointed from time to time by the Vice President - Chief Human Resources Officer of the Company.

8.                  “Company” means Kontoor Brands, Inc., a North Carolina corporation.

9.                  “Company Stock” means common stock of the Company which shall constitute employer securities within the meaning of Code Section 409(1).

10.              “Company Stock Fund” means the portion of the entire Fund for the Plan which is invested primarily in Company Stock, but also customarily includes short-term investments. Participants’ interests in the Company Stock Fund are expressed in “units”, rather than shares of common stock of the Company. The Company Stock Fund is a stock bonus plan and a non-leveraged ESOP intended to satisfy the requirements of Code Section 401(a), certain subsections of Code Section 409, Code Section 4975(e)(7), Employee Retirement Income Security Act of 1974, as amended (“ERISA”) Section 407(d)(6) and accompanying regulations.

11.              “Company ESOP Stock Fund” means the portion of the entire Fund for the Plan which is invested primarily in Company Stock, relating to former leveraged shares attributable to historical ESOP contributions, but also customarily includes short-term investments. Participants’ interests in the Company ESOP Stock Fund are expressed in “units”, rather than shares of common stock of the Company. With the exception of dividends on Company Stock held in Participants’ Accounts and amounts transferred pursuant to that certain Separation and Distribution Agreement and ancillary agreements entered into in connection with the Distribution (“Transaction Agreement”) no new contributions or other amounts may be invested in, or transferred to, the Company ESOP Stock Fund for the period in which the Company ESOP Stock Fund is a permitted Fund under the Plan. Dividends on Company Stock held in Participants’ Accounts may continue to be reinvested in Company Stock for the period in which the Company ESOP Stock Fund is a permitted Fund under the Plan.

12.              “ESOP Matching Contributions” means certain historical matching contributions made under the VF 401k Plan.

13.              “ESOP Matching Contributions Account” means any assets held by the Trustee under this Plan and allocated for the benefit of a Participant attributable to historical ESOP Matching Contributions made with respect to the Participant.

14.              “Earnings” means salary or wages, including shift differential, overtime, bonuses, and commissions, all as determined by the Participating Employer. For purposes of this Plan, Earnings shall exclude any reimbursement for expenses paid to a Participant by a Participating Employer; contributions to any nonqualified deferred compensation arrangement that may be considered to be a long-term incentive compensation arrangement; and any Participating Employer contributions to provide welfare benefits or imputed income amounts which result under Code Section 79. For purposes of this Plan, Earnings shall not be deemed reduced by the amount of a Participant’s Basic Contributions or by the amount of a Participant’s pre-tax elective contributions under a “cafeteria plan” (as defined under Code Section 125 and applicable regulations) maintained by a Participating Employer. Similarly, the Basic Contributions of a Participant shall not be deemed to reduce the amount of the Participant’s compensation for purposes of computing benefits or contributions under any other qualified defined benefit plan of a Participating Employer. Effective January 1, 1994, the total amount of Earnings taken into account in any Plan Year shall not exceed $150,000 (adjusted for increases in the cost of living prescribed by the Secretary of the Treasury in accordance with Section 401(a)(17)(B) of the Code).

15.              “Normal Retirement Age” means the attainment of age 65.

16.              “Participant” means an eligible employee as provided in Section II who is participating in this Plan in accordance with its provisions.

17.              “Participating Employer” means and includes the Company and each Subsidiary and Affiliated Company participating in this Plan as hereinafter provided in Section XVII.

18.              “Plan” means this Kontoor Brands 401k Savings Plan.

19.              “Plan Administrator” means the Kontoor Brands, Inc. Retirement Plans Committee, or any successor thereto, and includes any delegate of the Committee pursuant to applicable Committee approvals.

20.              “Plan Year” means any twelve-month period commencing January 1 and ending the following December 31. The first Plan Year is a short Plan Year commencing as of the Distribution Date and ending the following December 31.

21.              “Pre-ESOP Matching Contributions” means certain historical matching contributions made under the VF 401k Plan.

22.              “Pre-ESOP Matching Contributions Account” means all cash and other assets held by the Trustee under this Plan for the benefit of a Participant attributable to historical Pre-ESOP Matching Contributions made with respect to the Participant.

23.              “Retirement Contributions” means certain historical contributions made under the VF 401k Plan.

24.              “Retirement Contributions Account” means all cash and other assets held by the Trustee under this Plan for the benefit of an eligible Participant attributable to historical Retirement Contributions made with respect to the eligible Participant.

25.              “Safe Harbor Matching Contributions” means a matching contribution made by a Participating Employer pursuant to Section IV.

26.              “Safe Harbor Matching Contributions Account” means all cash and other assets held by the Trustee under this Plan for the benefit of a Participant attributable to the Safe Harbor Matching Contributions made with respect to the Participant.

27.              “Spouse” means the person to whom the Participant is legally married.

28.              “Subsidiary” means a company in which more than 50% of the voting stock is owned or controlled by the Company.

29.              “Transferred Employees” means those employees of the Company who participated in the VF 401k Plan on the Distribution Date, and whose accounts in the VF 401k Plan were transferred to the Plan.

30.              “Trustee” means any bank or trust company appointed by the Committee and designated as Trustee of the Plan at any time, as hereinafter provided for in Section XIII.

31.              “VF” means VF Corporation.

32.              “VF 401k Plan” means the VF 401k Savings Plan in effect on the Distribution Date, and prior to that date.

33.              “VF Stock” means common stock of VF Corporation, which is readily tradeable on an established securities market.

34.              “VF Corporation Stock Fund” means the portion of the entire Fund for the Plan which is invested primarily in VF Stock, but also customarily includes short-term investments. Participants’ interests in the VF Corporation Stock Fund are expressed in “units”, rather than shares of common stock of VF. With the exception of amounts transferred pursuant to the Transaction Agreement, no new contributions or other amounts may be invested in, or transferred to, the VF Corporation Stock Fund for the period in which the VF Corporation Stock Fund is a permitted Fund under the Plan. Dividends on VF Stock held in Participants’ Accounts will be reinvested in available Plan Funds pro rata based on Participants’ current investment elections for the period in which the VF Corporation Stock Fund is a permitted Fund under the Plan.

35.              “VF Corporation ESOP Stock Fund” means the portion of the entire Fund for the Plan which is invested primarily in VF Stock, relating to former leveraged shares attributable to historical ESOP contributions, but also customarily includes short-term investments. Participants’ interests in the VF Corporation ESOP Stock Fund are expressed in “units”, rather than shares of common stock of VF. With the exception of amounts transferred pursuant to the Transaction Agreement, no new contributions or other amounts may be invested

in, or transferred to, the VF Corporation ESOP Stock Fund for the period in which the VF Corporation ESOP Stock Fund is a permitted Fund under the Plan. Dividends on VF Stock held in Participants’ Accounts will be reinvested in available Plan Funds pro rata based on Participants’ current investment elections for the period in which the VF Corporation ESOP Stock Fund is a permitted Fund under the Plan.

36.              “Vested” means that a Participant shall be entitled to the portion of the value of his or her Account which includes Pre-ESOP Matching Contributions, ESOP Matching Contributions, and Retirement Contributions in accordance with the schedule (if any) and other provisions set forth in Section IV, subject to the withdrawal provisions of the Plan.

37.              “Voting Right” means the right of a Participant to direct the Trustee how the shares of Company Stock or VF Stock credited to the Participant’s Account shall be voted as more fully described in Section XII.

SECTION II

ELIGIBILITY

1.                  A Transferred Employee who was a participant in the VF 401k Plan on the Distribution Date shall become a Participant in the Plan as of the Distribution Date.

2.                  Each other eligible employee of a Participating Employer shall be eligible to become a Participant in the Plan as soon as administratively possible following completion of three (3) Months of Service during which he or she is credited with at least two hundred fifty (250) Hours of Service. Notwithstanding the foregoing, an eligible employee who fails to complete the requisite three (3) Months of Service with at least two hundred fifty (250) Hours of Service shall nevertheless be eligible to become a Participant as soon as administratively possible following completion of a twelve (12)-month period of employment during which he or she is credited with at least one thousand (1,000) Hours of Service. The first twelve (12)-month period shall be measured from the employee’s Employment Commencement Date. Any subsequent twelve (12)-month period shall be a Plan Year, beginning with the Plan Year after his or her Employment Commencement Date. For purposes of eligibility, all “service” credited, prior to the Distribution Date, under the VF 401k Plan and any predecessor plan shall be considered Service under the Plan.

3.                  Notwithstanding the foregoing or anything to the contrary in the Plan, any person who is classified by a Participating Employer as an independent contractor, or otherwise as other than an employee, shall not be deemed within a classification of eligible employees for purposes of this Plan, whether or not such person is determined by a court or a federal, state or local regulatory or administrative authority to have served as a common law employee of the Participating Employer. The decision of the Plan Administrator as to whether an individual is within a classification of eligible employees for purposes of the Plan shall be in all respects final and conclusive.

Employees whose services are received by a Participating Employer pursuant to a leasing agreement between the Participating Employer and a third party shall not be deemed within a classification of eligible employees. Notwithstanding the foregoing, leased employees (as

defined below) are not eligible to participate in the Plan, but the term “employee” shall include leased employees (other than leased employees covered by a plan described in Code Section 414(n)(5)). “Leased employee” means, effective with respect to Plan Years beginning on or after January 1, 1997, any person (other than an employee of the Company, a Subsidiary or an Affiliated Company) who, pursuant to an agreement between the recipient Company, Subsidiary or Affiliated Company and any other person or entity (“leasing organization”), has performed services for the recipient (or for the recipient and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient Company, Subsidiary or Affiliated Company.

An employee who is classified by a Participating Employer as a temporary, seasonal, fixed term or intern employee shall not be an eligible employee for purposes of this Plan.

4.                  Participation in this Plan is available to any employee of a Participating Employer who is within the classification of employees designated as eligible to participate in this Plan pursuant to (1), (2) or (3) above, and is either:

5.                  The Committee shall have the discretion to defer the eligibility to participate in the Plan of an otherwise eligible employee until such time as such employee furnishes to the Committee such information as shall be specified by the Committee, including without limitation evidence of a valid United States Social Security Number or International Tax Identification Number.

6.                  Notwithstanding the foregoing or anything to the contrary in the Plan, any person who is employed at a Participating Employer location or in a job classification specified from time to time by the Committee as ineligible to participate in the Plan, by amending the Plan in a timely manner in compliance with Code Section 401(b) and Treasury Regulation section 1.401(b)-1, shall not be deemed within a classification of eligible employees for purposes of the Plan.

7.                  Subject to the break-in-service rules in Section III, Subsection (3), if a former Participant resumes employment with a Participating Employer, he or she may recommence participation on his or her date of reemployment.

8.                  Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

SECTION III

SERVICE

1.                  Hour of Service.

An Hour of Service is:

In crediting Hours of Service, the “actual” method shall be utilized. For this purpose, the “actual” method shall mean the determination of Hours of Service from records of hours worked and hours for which the Company or a Subsidiary or Affiliated Company makes payment or for which payment is due from the Company or a Subsidiary or Affiliated Company, subject to the limitations enumerated above. In crediting Hours of Service to employees or Participants for whom records of actual Hours of Service are not maintained or available, the “weeks of employment” method shall be utilized. Under this method, an employee or Participant shall be credited with forty-five (45) Hours of Service for each week for which the employee or Participant would be required to be credited with at least one (1) Hour of Service pursuant to the provisions enumerated above.

2.                  Vesting Service.

An employee or Participant will be credited with Vesting Service for Service occurring on and after the Distribution Date. However, Service not required to be taken into account because of a Break in Service shall be disregarded.

For purposes of vesting, all “vesting service” credited, prior to the Distribution Date, under the VF 401k Plan and any predecessor plan shall be considered Vesting Service under the Plan.

Additionally, an employee’s or Participant’s service after the Distribution Date with a Subsidiary or Affiliated Company shall be included as Vesting Service provided that such employee or Participant is transferred within the group consisting of the Company, Subsidiary or Affiliated Companies and that such service is considered continuous and would have been credited as Vesting Service to an employee or Participant of the Company.

Under no circumstances shall an employee be credited with more than one year of Vesting Service for any twelve-month period ending on his or her anniversary of employment. Any Service recognized or disregarded for purposes of Vesting Service shall also be recognized or disregarded for purposes of “Payment of Benefits” under Section IX of this Plan.

3.                  Break in Service.

An employee shall incur a one-year Break in Service if, during a twelve-month period ending on his or her anniversary of employment, he or she does not complete more than 500 Hours of Service for purposes of Vesting Service, pursuant to Subsection (2) of this Section III.

The following shall apply to an employee or Participant who incurs a Break in Service:

his or her service completed prior to such Break in Service shall not be taken into account for any purpose under this Plan.

For the purpose of Subsection (2) above, and this Subsection (3), an employee or Participant will be deemed to be in service as long as he or she is carried on the records of the Company or a Subsidiary or Affiliated Company as an employee.

4.                  Service.

Service for purposes of Vesting Service under Subsection (2) above means an employee’s or Participant’s period of employment by the Company or any Subsidiary or Affiliated

Company from his or her Employment Commencement Date to his or her Severance Date, including, by way of illustration but not by way of limitation, the following periods:

Service shall be measured in years and whole months and an employee or Participant shall receive one month of Service for each calendar month within which he or she completes an Hour of Service.

Provided, however, that (x) if an employee or Participant quits, retires or is discharged and then performs an Hour of Service within 12 months of such severance, Service shall include the period between the severance and the date on which the Hour of Service is performed, and (y) if an employee or Participant quits, retires or is discharged during an absence for any reason other than a quit, retirement, discharge, death or a reason specified in (a) or (b) above and then performs an Hour of Service within 12 months of his or her first date of absence, Service shall include the period between the quit, retirement or discharge and the date on which the Hour of Service is performed.

Except to the extent provided for in Subsection (3) above regarding Breaks in Service, non-successive periods of Service will be aggregated on the basis that 12 months of Service (with 30 days equal to a month) equals a whole year of Service.

5.                  Employment Commencement Date.

For purposes of this Section III, Employment Commencement Date means the date an employee or Participant first performs an Hour of Service.

6.                  Severance Date.

Severance Date means the earlier of the date on which an employee or Participant quits, retires, is discharged or dies, or the first anniversary of his or her first date of absence for any reason other than those specified in Subsection (4)(a) or (4)(b) above.

7.                  Year of Service.

Year of Service means 12 consecutive months of Service.

SECTION IV

CONTRIBUTIONS

1.                  A Participant shall direct the Participating Employer to make Basic Contributions to the Participant’s Account in any whole percentage from 1% to 50% of Earnings, as authorized by a salary reduction agreement executed by the Participant and adopted by the Plan Administrator. Such amount shall be deemed to be an employer contribution to the Plan on behalf of the Participant.

A Participant who is Totally Disabled pursuant to Section VIII, Subsection (3) or otherwise on a leave of absence with the Participating Employer’s consent, to include layoffs, or in military service in conformity with the Participating Employer’s policies, may elect to have the Participating Employer continue to make Basic Contributions under the Plan if Earnings are being continued by the Participating Employer. Under the provisions of Section V, the Plan Administrator may require a reduction in the amount of Basic Contributions to be made by Participating Employers with respect to certain Participants, as defined in Section V, pending the determination by the Plan Administrator of the allowable amount of Basic Contributions pursuant to the maximum deferral percentage permitted under the Code. Contributions by or on behalf of a Participant will terminate coincident with the Participant’s Severance Date.

Notwithstanding the foregoing or anything to the contrary in the Plan, a Participant who does not have an affirmative deferral election in effect of at least 2% of Earnings and does not affirmatively elect, after becoming eligible to participate, to receive cash or have a specified amount contributed to the Plan as a Basic Contribution pursuant to a salary reduction agreement, shall have his or her Earnings automatically reduced by 2% and this amount shall be contributed to the Plan as a Basic Contribution. An election not to make Basic Contributions or to defer a different percentage of Earnings may be made at any time. Each Participant in the Plan and eligible employee will receive a notice annually that describes the automatic Earnings reduction procedure, the Participant’s or eligible employee’s right to elect to have no such Earnings reduction contributions made to the Plan on his or her behalf or to have a different amount of Basic Contributions made, how automatic Earnings reduction contributions will be invested in the absence of the Participant’s or eligible employee’s investment directions, and the Participant’s or eligible employee’s right to make a withdrawal of certain automatic Earnings reduction contributions and the procedures for making such a withdrawal.

A Participant shall always have a nonforfeitable right to his or her contributions made pursuant to Subsection (1), taking into account any gains or losses attributable to such contributions resulting from such Participant’s investment directions.

2.                  The percentage of Earnings designated by or automatically provided for the Participant as Basic Contributions under Subsection (1) will continue in effect, notwithstanding any change in Earnings, until the Participant elects to change such percentage. A Participant may change the percentage of Basic Contributions at any time, by telephone pursuant to a voice response system or a participant services representative, by the internet, or in such other manner as may be specified by the Committee from time to time. The election percentage of Basic Contributions of a Transferred Employee in effect under the VF 401k Plan as of the Distribution

Date shall be the election percentage of Basic Contributions in effect under the Plan on the Distribution Date.

A Participant may elect to suspend Basic Contributions at any time, by telephone pursuant to a voice response system or a participant services representative, by the internet, or in such other manner as may be specified by the Committee from time to time. Such suspension will become effective as soon as administratively possible. A suspension of all Basic Contributions will automatically suspend all matching contributions, including Safe Harbor Matching Contributions. In order to resume making Basic Contributions, the Participant must follow the procedures outlined in Subsection (1) above. A Participant will not be permitted to make up suspended contributions. A Participant’s Basic Contributions will be suspended automatically for any pay period in which the Participant is not in receipt of Earnings. A Participant’s Basic Contributions will be suspended automatically upon termination of his or her status as an eligible employee or upon transfer of the Participant to the payroll of a Subsidiary or Affiliated Company which has not adopted this Plan.

Notwithstanding the foregoing, a Participant shall be 100% Vested in the portion of his or her Account attributable to any ESOP Matching Contributions, Pre-ESOP Matching Contributions, and Retirement Contributions transferred in connection with the Distribution.

Upon repayment of the total amount of the distribution received by the Participant, the Participating Employer shall restore the amount the Participant forfeited under this Subsection (3) at the time of the distribution to the Participant.

disallowance, and if a Participating Employer’s contribution to the Plan is made as a result of a mistake in fact, the Participating Employer will have the right to obtain the return from the Trustee of such contribution for a period of one year from the date the contribution was made.

Such amount shall, however, only constitute a Rollover Amount if the amount described in (c)(ii) above is solely attributable to an eligible rollover distribution, as that term is defined in Section 402(c)(4) of the Code plus the earnings thereon. The term Rollover Amount does not include any amount which is attributable to a distribution from a trust or annuity plan if

the Participant who received the distribution was self-employed, within the meaning of Section 401(c)(1) of the Code, at the time contributions to such trust or annuity plan were made on his or her behalf.

5.                  The Participating Employer shall contribute and pay to the Trustee an additional amount equal to 100% of the first 6% of Basic Contributions (and catch-up contributions, if any) of each Participant employed by it, up to a maximum of 6% of the Participant’s Earnings (such contributions shall be referred to herein as Safe Harbor Matching Contributions). The Participating Employer’s Safe Harbor Matching Contributions on behalf of each Participant shall be allocated to each such Participant’s Safe Harbor Matching Contributions Account. Safe Harbor Matching Contributions made pursuant to this Subsection(5) shall be invested as directed by the Participant in accordance with Section VI. A Participant shall always be 100% Vested in and have a nonforfeitable right to amounts allocated to his or her Safe Harbor Matching Contributions Account pursuant to this Subsection (5), taking into account any gains or losses attributable to such amounts resulting from such Participant’s investment directions.

6.                  The contributions referred to in Subsections (1) and (5) with respect to any payroll period will be made by the Participating Employer to the Trustee with reasonable promptness after the total of the Participant’s Basic Contributions during such payroll period has been accurately and finally determined (and, with respect to Basic Contributions under Subsection (1), the Participating Employer shall pay over to the Trustee such Basic Contributions on the earliest date on which they can reasonably be segregated from the Participating Employer’s general assets, but in any event, no later than the 15th business day of the month following the month in which such amounts would otherwise have been payable to the Participant in cash).

7.                  Upon receipt of contributions, the contributions will be credited to the respective Accounts of the Participants as soon as the amounts to be credited to such individual Accounts can be determined, and the Trustee will deal with the contributions so received in accordance with the provisions of this Plan. No part thereof shall be used for, or diverted to, any other purpose, nor shall any part thereof be recoverable by any Participating Employer.

SECTION V

ADJUSTMENTS TO PLAN CONTRIBUTIONS

1.                  Limitation of Deferrals

provision required by the Code or by valid regulations is not expressly contained in the Plan, it shall nevertheless be deemed a part of the Plan, and, in the case of a choice among such provisions, that provision shall be deemed chosen which best effects the Plan as originally designed and structured.

For purposes of determining Actual Deferral Percentages, any Participant who is suspended from participation in the Plan for any reason shall be treated as an eligible Participant.

Subsection (1)(c) to be satisfied, or, if it results in a lower reduction, to the extent required to cause such Group B Participant’s Actual Deferral Percentage to equal the Actual Deferral Percentage of the Group B Participant with the next highest Actual Deferral Percentage. This leveling procedure shall be repeated until the limitation of Subsection (1)(c) is satisfied.

with respect to any Group B Participant as after-tax contributions up to an amount necessary to assure that the limitation in that Plan Year is not exceeded.

deferral (a deferral in excess of $7,000 (as adjusted)) that is attributable to Basic Contributions in the Plan together with earnings thereon, notwithstanding any limitations on distributions contained in the Plan. Such distribution shall be made by the April 15 following the Plan Year of the Basic Contribution provided that the Participant notifies the Plan Administrator of the amount of the excess deferral that is attributable to a Basic Contribution to the Plan and requests such a distribution. The Participant’s notice must be received by the Plan Administrator no later than the March 1 following the Plan Year of the excess deferral. In the absence of such notice, the amount of such excess deferral attributable to Basic Contributions to the Plan shall be subject to all limitations on withdrawals and distributions in the Plan.

the thirty (30)-day period immediately following receipt of the notice requirement. During the ninety (90)-day period ending with the day an employee becomes eligible to participate in the Plan, the same notice shall be provided to that employee. Notwithstanding the foregoing, the notice shall satisfy both the content requirement and timing requirement of Section 401(k)(12) of the Code and the regulations promulgated thereunder.

Safe Harbor Matching Contributions under this Subsection (1)(i) shall be 100% Vested and shall not be distributable prior to:

(1)       the Participant’s severance from employment, Total Disability, or death;

(2)       the Participant’s attainment of age fifty-nine and one-half (59½); or

(3)       the termination of the Plan without the existence at the time of Plan termination of another defined contribution plan or the establishment of an alternative defined contribution plan by the Company or an affiliated employer within the period ending twelve (12) months after distribution of all assets from the Plan. For this purpose, a defined contribution plan is not treated as an alternative defined contribution plan if it is an employee stock ownership plan (as defined in Code Section 4975(e)(7) or 409(a)), a simplified employee pension (as defined in Code Section 408(k)), a SIMPLE IRA plan (as defined in Section 408(p)), a plan or contract that satisfies the requirements of Code Section 403(b), or a plan that is described in Code Section 457(b) or (f).

In accordance with Treasury Regulation Section 1.401(k)-1(e)(7), it is impermissible for the Company to use ADP testing for a Plan Year in which it is intended for the Plan through its written terms to be a 401(k) safe harbor plan under the Code and the Company fails to satisfy the requirements of such safe harbor for the Plan Year.

2.                  Limitation of Contributions

succeeding Plan Years, as necessary) for all of the remaining Participants in the Plan.

his or her Earnings, if any, and thereafter as being made from other contributions of the Participant.

3.                  For purposes of Subsection (1), Subsection (2), Subsection (5), and Subsection (6) of this Section V, the term “compensation” means a Participant’s wages, salaries, and other amounts received for personal services actually rendered during a calendar year, excluding deferred compensation, stock options, and other distributions which receive special tax benefit, as defined pursuant to Section 415(c)(3) of the Code and the regulations and other guidance issued pursuant thereto; provided, however, that effective for Plan Years beginning on and after January 1, 1998, “compensation” shall include all elective deferral amounts (as defined at Section 402(g)(3) of the Code) during such limitation period, all Participant contributions to an annuity under Section 403(b) of the Code, all Participant contributions under a plan meeting the requirements of Section 457 of the Code, all compensation reductions to which the Participant has consented for the purpose of providing “qualified benefits” under a cafeteria plan meeting the requirements of Section 125 of the Code, and, effective for limitation years beginning on or after January 1, 2001, all compensation reductions to which the Participant has consented for the purpose of providing “qualified transportation fringe” benefits under Section 132(f) of the Code.

4.                  Top-Heavy Provisions.

employees as of the Determination Date (including any part of any account balance distributed in the five-year period ending on the Determination Date) and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key employees as of the Determination Date, and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Participants as of the Determination Date, all determined in accordance with Section 416 of the Code and the regulations thereunder. The accrued benefits under a defined benefit plan in both the numerator and the denominator of the Top-Heavy Ratio shall be adjusted for any distribution of an accrued benefit made in the five-year period ending on the Determination Date. For purposes of determining the Top-Heavy Ratio, the value of account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the twelve-month period ending on the Determination Date, except as provided in Section 416 of the Code and the regulations thereunder for the first and second plan years of a defined benefit plan. The account balances and accrued benefits of a Participant (1) who is not a Key employee, but who was a Key employee in a prior year, or (2) who has not been credited with at least one Hour of Service with any Participating Employer maintaining the Plan at any time during the five-year period ending on the Determination Date will be disregarded. The calculation of the Top-Heavy Ratio, and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Section 416 of the Code and the regulations thereunder. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year. The accrued benefit of a Participant other than a Key employee shall be determined under the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the employer, or if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C) of the Code.

Any such minimum contribution shall be made on behalf of each Participant who is not a Key employee without regard to whether or not the Participant has separated from service and without regard to whether the Participant has made Basic Contributions. In addition, in determining the amount of any such minimum contribution, Basic and Matching Contributions and any Social Security contribution made on behalf of any Participant shall not be taken into account.

Notwithstanding the foregoing, in no event will a Participant’s nonforfeitable right to a percentage of his or her Account attributable to Matching (other than Safe Harbor Matching), and Retirement and contributions pursuant to Subsection (4)(d)(2) above, if any, be less than his or her nonforfeitable right determined prior to the Plan’s becoming a Top-Heavy Plan.

5.                  Actual Contribution Percentage Tests - Basic Accounts.

This test shall be applied separately to the portion of the Plan that is an ESOP and the portion of the Plan that is not an ESOP.

For purposes of determining Contribution Percentages, any Participant who is suspended from participation under the Plan shall be treated as an eligible Participant.

Participant with the highest Contribution Percentage are reduced to the extent required to enable the limitation of Subsection (5)(a) to be satisfied, or, if it results in a lower reduction, to the extent required to cause such Contribution Percentage to equal that of the Group B Participant with the next highest Contribution Percentage. This leveling procedure is repeated until the limitation of Subsection (5)(a) is satisfied. In no case shall the amount of Excess Aggregate Contributions with respect to any Group B Participant exceed the Matching Contributions made on behalf of such Participant in any Plan Year.

Contributions) with respect to which no Matching Contributions were made.

apply. The Plan shall satisfy both the notice and contribution requirement described in Subsection (1)(i). Provided, however, that in the event matching contributions are made to the Plan: (i) matching contributions are not made with respect to elective deferrals that in the aggregate exceed six percent (6%) of the Participant’s Compensation; (ii) the rate of matching contributions does not increase as a Participant’s rate of elective deferrals increases; and (iii) the rate of matching contributions for Group B Participants is not greater than the rate of matching contributions for Group A Participants at any rate of elective deferrals. In addition, the Company shall be permitted to impose restrictions on election periods, amount of elective deferrals, types of compensation that may be deferred, and restrictions due to limitations under the Code only to the extent permitted under Section 1.401(k)-3(d) of the Treasury Regulations and any subsequent guidance issued by the Internal Revenue Service.

The Plan shall be subject to the average contribution percentage test under Subsection (5)(a) if the safe harbor matching contribution formula exceeds six percent (6%) of the Participant’s Compensation.

Safe Harbor Matching Contributions shall be taken into account for a Plan Year under the average contribution percentage test safe harbor provided such Matching Contributions are allocated to the Participant’s Account under the terms of the Plan as of any date within the Plan Year, are actually paid to the Trust no later than twelve (12) months after the close of the Plan Year, and are made on behalf of a Participant on account of the Participant’s elective deferrals for the Plan Year.

In accordance with Treasury Regulation Section 1.401(m)-1(c)(2), it is impermissible for the Company to use ACP testing for a Plan Year in which it is intended for the Plan through its written terms to be a 401(m) safe harbor plan under the Code and the Company fails to satisfy the requirements of such safe harbor for the Plan Year.

SECTION VI

INVESTMENT DIRECTIONS

1.                  Except as provided in Subsection (5) below, a Participant shall direct that his or her Account, including his or her Basic Contributions, ESOP Matching Contributions, Pre-ESOP Matching Contributions, Safe Harbor Matching Contributions and Retirement

Contributions, shall be invested in the Funds described or provided for below, subject to any restrictions specified hereunder or otherwise by the Committee:

Stock Fund approximately twelve (12) months after the Distribution Date, and map the proceeds therefrom to the qualified default investment alternative.

Investment directions shall be given by a Participant by telephone pursuant to a voice response system or a participant services representative, by the internet, or in such other manner as may be specified by the Committee from time to time.

Dividends paid by the Company or VF Corporation with respect to shares of Company Stock or VF Stock allocated to a Participant’s Account under the Plan shall, at the election of the Participant, in accordance with procedures prescribed by the Committee, be:

If a Participant does not timely file an election, subject to Subsection (5) below, the Participant shall be deemed to have elected, for dividends paid with respect to shares of Company Stock, reinvestment of dividends in Company Stock in the Company Stock Fund or Company ESOP Stock Fund, as applicable, and for dividends paid with respect to shares of VF Stock, reinvestment of dividends in available Plan Funds pro rata based on Participant’s current investment elections.

Notwithstanding any of the foregoing provisions of this Subsection (1), the Trustee may hold such portion of the assets of any of the Funds in cash or short-term investments as the Committee deems necessary to meet expenses and the near-term distribution and transfer requirements of the Funds.

The Committee may from time to time, at its discretion, add Funds or investment options to, or delete Funds or investment options from, the listing of Funds made available for investment direction pursuant to clause (c) (“Other Fund(s)”) of this Subsection.

Notwithstanding the foregoing, and subject to Subsection (5) below, (x) following the Distribution Date, no more than 25% of the Participant’s total Account, including Basic Contributions, Rollover Contributions, Safe Harbor Matching Contributions, Pre-ESOP Matching Contributions, and ESOP Matching Contributions (to the extent eligible for Participant investment direction in accordance with Section IV, Subsection (5)) may be invested in the Company Stock Fund and Company ESOP Stock Fund (which Fund is also subject to additional limitations as described in Subsection (1)(b) above), and no more than 25% of any future contributions may be invested in the Company Stock Fund and Company ESOP Stock Fund (which Fund is also subject to additional limitations as described in Subsection (1)(b) above), and (y) none of the Participant’s

Retirement Contributions may be invested in the Company Stock Fund or Company ESOP Stock Fund (except that, in the case of a Participant who is enrolled in the Financial Engines Professional Management Program service (or a successor professional investment management service made available under the Plan), up to 20% of the portion of the Participant’s Account attributable to Retirement Contributions may be invested in the Company Stock Fund). The Committee shall have the authority to prescribe such additional rules, regulations and restrictions as it deems necessary regarding the Funds and investment directions under this Section VI.

2.                  In the event that a Participant does not make an initial election to direct investments among the available Funds, amounts held for the Participant shall be invested in the investment Fund or Funds selected by the Committee in its absolute discretion, and the Committee shall be absolved of any liability for any decision so made to the extent permitted by ERISA.

3.                  Subject to Subsection (5) below, the investment election by a Participant will continue in effect until changed by the Participant pursuant to an available method set forth or provided for in Subsection (1) above. Each investment direction by a Participant in effect under the VF 401k Plan on the Distribution Date will be recognized and maintained immediately after the transfer of his or her Account from the VF 401k Plan to the Plan and shall remain, subject to the limitations provided under this Section VI, until a new direction is made by the Participant and becomes effective.

4.                  A Participant may transfer the investment of the portion of the Participant’s Account specified in Subsection (1) above among the various Funds subject to Subsection (5) below and to the restrictions on investment in the VF Corporation Stock Fund, VF Corporation ESOP Stock Fund, Company Stock Fund and Company ESOP Stock Fund set forth in this Section IV.

5.                  The Committee has appointed an independent fiduciary (the “Independent Fiduciary”) to manage the Company Stock held in the Company Stock Fund, Company ESOP Stock Fund and under the Plan, and to manage the VF Stock held in the VF Corporation Stock Fund, VF Corporation ESOP Stock Fund under the Plan. In such capacity, the Independent Fiduciary will be the Plan's “named fiduciary” (within the meaning of ERISA) with respect to its investment in Company Stock in the Company Stock Fund or Company ESOP Stock Fund, and VF Stock in the VF Corporation Stock Fund and VF Corporation ESOP Stock Fund, and the “investment manager” (within the meaning of ERISA) of the Company Stock in the Company Stock Fund or Company ESOP Stock Fund, and VF Stock in the VF Corporation Stock Fund and VF Corporation ESOP Stock Fund. Under certain circumstances, the Independent Fiduciary has the authority to take the following actions with respect to the Company Stock in the Company Stock Fund or Company ESOP Stock Fund and VF Stock in the VF Corporation Stock Fund and VF Corporation ESOP Stock Fund (directing the Trustee and recordkeeper as necessary in connection therewith): impose limits or restrictions on the investment of Accounts in such Funds; direct the sale or other disposition of Company Stock or VF Stock in such Funds; suspend or prohibit the transfer of Accounts out of such Funds during any period in which Company Stock or VF Stock in such Funds is being sold or disposed of; and remove the Company Stock Fund, Company ESOP Stock Fund, VF Corporation Stock Fund and VF Corporation ESOP Stock Fund as an investment option under the Plan.

SECTION VII

VALUATION OF PARTICIPANTS’ ACCOUNTS

1.                  The Committee shall create and maintain adequate records to disclose the interest in the Trust of each Participant, former Participant and Beneficiary. Such records shall be in the form of individual Accounts, and credits and charges shall be made to such Accounts in the manner herein described. Each Account shall be maintained with appropriate subaccounts to reflect the Participant’s type of contribution and investment choices selected from the Funds offered under Section VI, Subsection (1). The maintenance of individual Accounts is for accounting purposes only, and a segregation of the assets of the Trust to each Account and/or subaccount shall not be required. Distributions, withdrawals and loans made from an Account shall be charged to the Account upon the processing of the distribution, withdrawal or loan.

In determining the income of the respective Funds, expenses directly attributable to a particular Fund shall be allocated thereto, while expenses not directly attributable to a particular Fund shall be allocated to the Funds and/or the Accounts of Participants, former Participants and Beneficiaries based upon such reasonable allocation method as shall be determined by the Committee, except to the extent such amounts are paid by the Company.

SECTION VIII

PLAN BENEFITS

1.                  Normal Retirement. Upon termination of employment on or after the Participant’s Normal Retirement Age, a Participant shall be entitled to a benefit based on the balance of the Participant’s Account distributed in a manner provided in Section IX.

2.                  Death. In the event of the death of a Participant prior to commencement of benefits described in Subsections (1) and (3), the Participant’s Beneficiary shall be entitled to a benefit based on the balance of the Participant’s Account distributed in a manner provided in Section IX.

3.                  Total Disability. In the event of a physical or mental impairment that would qualify a Participant for disability benefits under a long term disability benefits plan maintained by the Company and/or eligibility for disability benefits under the Social Security Act, the Participant may receive the full value of his or her Participant’s Account distributed in a manner provided in Section IX. All determinations of total disability for purposes of this Plan will be based on the fact that the Participant is in receipt of disability payments under the above referenced disability benefits plans.

4.                  Other Termination of Employment. Upon termination of employment prior to the Participant’s Normal Retirement Age for any reason other than death or total disability (as defined in Subsection (3)), a Participant shall be entitled to a benefit based on the Vested portion of the Participant’s Account distributed in a manner provided in Section IX.

5.                  Beneficiary. Each Participant will designate (subject to the provisions of Section IX, Subsection (3)) the Beneficiary (along with alternate beneficiaries) to whom or which, 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 on forms prescribed by the Plan Administrator and any change of Beneficiary will not become effective until the change of Beneficiary is filed with the Plan Administrator whether or not the Participant is alive at the time of such filing, provided, however, that any such change will not be effective with respect to any payments made by the Trustee in accordance with the Participant’s last designation and prior to the time such change was received by the Plan Administrator. The interest of any Beneficiary who dies before the Participant will 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 will 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 will be made to the estate of the Participant. Each Beneficiary designation by a Participant in effect under the VF 401k Plan on the Distribution Date will be recognized and maintained immediately after the transfer of his or her Account from the VF 401k Plan to the Plan and shall remain until a new designation is made by the Participant and becomes effective.

6.                  Valuation Date to be Used for Computation of Benefits. If a Participant, former Participant or Beneficiary becomes entitled to a benefit pursuant to this Section VIII, the value of the Account available to be distributed shall be determined as of the close of the business day (as determined by the New York Stock Exchange) for which the Participant’s or Beneficiary’s, as applicable, distribution request is confirmed (or such other deadline as shall be specified by the Committee).

For purposes of Subsection (1), the event occasioning the benefit shall be the Participant’s termination of employment on or after his Normal Retirement Age other than by reason of death. For purposes of Subsection (2), the event occasioning the benefit shall be the death of the Participant prior to the commencement of a benefit described in Subsection (1) or (3). For purposes of Subsections (3) and (4), the event occasioning the benefit shall be the date the Participant’s employment terminates.

SECTION IX

PAYMENT OF BENEFITS

1.                  Subject to the provisions of Subsection (3), the normal form for the payment of benefits under the Plan shall be a lump-sum payment in cash.

Any such election of an optional form of payment may be made or changed at any time prior to the payment or commencement of benefits, but shall thereafter be irrevocable. In the absence of a valid election, a Participant shall be deemed to have elected the normal form of payment under Subsection (1).

the joint and last survivor expectancy of the Participant and designated Beneficiary.

prescribe by regulations prevent obtaining such spousal consent.

5.                  If a Participant dies after distribution of his Account has commenced, any additional benefits to which his Beneficiary (including his Spouse) may be entitled in accordance with the provisions of the Plan will continue to be distributed at least as rapidly as under the method of distribution being used prior to the Participant’s death. If a Participant dies before distribution of his Account commences, any benefits to which his Beneficiary (including his Spouse) may be entitled in accordance with the provisions of the Plan will be distributed no later than five years after the Participant’s death, except to the extent that the Committee permits the Beneficiary to elect that distributions be made in substantially equal installments in cash over a period certain not to exceed 10 years (but in no event longer than the life expectancy of the Beneficiary), commencing no later than one year after the Participant’s death.

6.                  Notwithstanding anything in this Plan (including Appendix F) to the contrary, if the Vested portion of a Participant’s Account (including the value of the Account attributable to Rollover Contributions) is $5,000 or less and he separates from service for reasons other than attainment of Normal Retirement Age or total disability (as defined in Section VIII, Subsection (3)), distribution of such Vested portion shall be made as soon as practicable following the month end coincident with or next following his or her termination of employment, in an amount determined as of such month end. However, in the event of a mandatory distribution

pursuant to this paragraph and such distribution is greater than $1,000, if the Participant does not elect to have such mandatory distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover in accordance with Section XX or to receive the distribution directly in accordance with Section IX, then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee.

In any other event, a Participant who terminates employment may elect to defer distribution of his or her Account balance until the time specified in Section IX, Subsection (4)(b). Any such Participant may continue to direct the investment of his or her Account to the extent provided under Section VI, and may request distribution of such Account balance at any time. In the event of the Participant’s death before receiving his or her deferred distribution, the total value of the deceased Participant’s Account will be distributed immediately to such Participant’s Beneficiary, subject to Subsection (5) of this Section IX.

The non-vested portion of a Participant’s Account shall be forfeited upon complete distribution of the Vested portion of the Participant’s Account following termination of employment, or if earlier, after the Participant incurs five consecutive one-year Breaks-in-Service.

SECTION X

WITHDRAWALS

1.                  Other than after-tax contributions resulting from the application of the limitations contained in Section V, no portion of a Participant’s Account attributable to Basic Contributions, Retirement Contributions, Rollover Contributions and Safe Harbor, Pre-ESOP or ESOP Matching Contributions, or any investment earnings thereon, may be withdrawn except as provided for in this Section X. However, a Participant may withdraw the value of the Participant’s Account attributable to Basic Contributions, Rollover Contributions and Retirement Contributions, Safe Harbor, Pre-ESOP or ESOP Matching Contributions (to the extent Vested), or any investment earnings thereon, upon retirement, death, disability, termination of employment or attainment of age 59 ½. Any such withdrawal upon retirement, death, disability or termination of employment must be of the entire value of the Participant’s Account (to the extent Vested). Partial withdrawals shall be permitted upon attainment of age 59½, upon the request of the Participant. Moreover, a Participant may withdraw the value of the Participant’s Account attributable to Rollover Contributions for any reason at any time, but with such prior notice as the Committee may prescribe. Any such withdrawal shall be in the amount specified by the Participant, up to the value of the Participant’s Account attributable to Rollover Contributions. To the extent permitted by applicable law, after-tax contributions, excluding investment earnings thereon, shall be distributed to the Participant as soon as practicable after the existence of such contributions has been determined pursuant to Section V. In accordance with Section 414(w) of the Code, a Participant may make a permissible withdrawal of certain Basic Contributions (and any investment earnings thereon) made to the Plan on the Participant's behalf pursuant to the Plan's automatic Earnings reduction procedure set forth in Section IV, Subsection (1) hereof, as provided in Subsection (5) of this Section X.

2.                  A Participant, by filing a written request with the Committee for approval to make a hardship withdrawal, may withdraw all or a portion of the Participant’s Account attributable to Basic Contributions (and any investment earnings thereon). The Participant must withdraw: (i) first, 100% of the Participant’s Account

attributable to any after-tax contributions, and (ii) thereafter, 100% of his or her Basic Contributions (and any investment earnings thereon).

The Participant must establish that:

Notwithstanding the foregoing, a Participant shall be deemed to have no other resources reasonably available only if: the Participant has obtained all withdrawals, and distributions currently available to the Participant under the Plan and all other qualified and nonqualified plans of deferred compensation maintained by the Company or an affiliated company (within the meaning of Section 414(b),(c),(m), or (o) of the Code).

3.                  No withdrawal may be made by a Participant during the period in which the Plan Administrator is making a determination of whether a domestic relations order affecting the Participant’s Account is a qualified domestic relations order, within the meaning of Section 414(p) of the Code. Further, if the Plan Administrator is in receipt of a domestic relations order with

respect to any Participant’s Account, it may prohibit such Participant from making a withdrawal until the alternate payee’s rights under such order are satisfied.

4.                  The right to a hardship withdrawal and the amount thereof will be subject to the approval of the Committee in accordance with (a) rules adopted by it and uniformly applied on a non-discriminatory basis and (b) applicable law and regulations.

No withdrawal will be permitted unless the amount to be withdrawn is at least the lesser of $1,000 or 100% of the value of the Participant’s Basic Contributions. The number of withdrawals for any Participant shall be determined by the Committee for any Plan Year and all Participants shall be treated in a uniform and non-discriminatory manner. Investment earnings credited after December 31, 1988 on a Participant’s Basic Contributions are not available for hardship withdrawal.

5.       No later than 90 days after a Participant is automatically enrolled in the Plan pursuant to the Plan's automatic Earnings reduction procedure set forth in Section IV, Subsection (1) hereof, the Participant may request a distribution of his or her default Basic Contributions. The consent of the Participant's Spouse is not required for a withdrawal under this Subsection (5). The amount to be distributed from the Plan upon the Participant's request shall be equal to the amount of default Basic Contributions made through the effective date of the Participant's withdrawal request (the “Stop Date”), plus attributable investment earnings through the date of distribution. Unless the Participant enters into a salary reduction agreement to the contrary, a Participant who makes a withdrawal request under this Subsection (5) will be treated as if he or she has entered into a salary reduction agreement under which he or she elects to stop having Basic Contributions made on the Participant's behalf as of the Stop Date.

Safe Harbor Matching Contributions that might otherwise be allocated to a Participant's Account with respect to default Basic Contributions will not be allocated to the extent the Participant withdraws such Basic Contributions pursuant to this Subsection (5), and any Safe Harbor Matching Contributions already made with respect to default Basic Contributions that are later withdrawn pursuant to this Subsection (5) will be forfeited.

SECTION XI

LOANS

1.                  A Participant or former Participant (hereinafter in this Section XI referred to as “Participant”) may request permission from the Committee, by following such procedures as shall be specified by the Committee from time to time, to borrow all or a portion of such Participant’s Basic and Rollover Contributions under the Plan, provided such loan or loans:

date on which the loan is made), or (b) fifty percent (50%) of the Vested portion of the Participant’s Account;

The Committee, in its sole discretion, in accordance with rules adopted by it and uniformly applied on a non-discriminatory basis, including (without limitation) a limit on the number of such loans a Participant may have outstanding at one time, may grant such request. In such event the Committee shall be responsible for complying with any legal requirements affecting said loan.

2.                  As of each Valuation Date, there shall be deducted from the Accounts of a Participant to whom a loan is made, an amount equal to the principal amount of the loan. The loan shall thereafter be segregated and not treated as an investment of the Funds from which the amount has been deducted.

3.                  Every loan applicant shall receive a clear statement of the charges involved in each loan transaction. This statement shall include the dollar amount and the annual interest rate of the finance charge.

4.                  Any such loan or loans shall be repaid by the Participant through payroll deduction, or in such manner as may be specified by the Committee from time to time. Any repayments of principal and interest shall be credited to the Funds as designated for investment at

the time of such repayment. Failing such designation, the Committee shall have the right to make such designation.

The loan or loans shall be evidenced by a promissory note and shall be secured by the Participant’s Account balance (or the portion thereof permitted under applicable law) or such other collateral as may be suitable to the Committee. In the event the Participant does not repay the loan within the period certain, the Trustee may (to the extent permitted by applicable law), in addition to any other legal remedies, direct the Participating Employer by whom the Participant is employed to continue to withhold from the Participant’s wages, on a periodic basis, the unpaid amount of such loan. If the Participant ceases to be an employee of a Participating Employer, and fails to continue to repay the loan (to the extent repayment other than through payroll deduction is permitted by the Committee in accordance with this Subsection (4)), the Trustee shall, to the extent permitted by applicable law, deduct the unpaid amount of the loan, and accrued interest thereon, from the benefits which become payable to or on behalf of the Participant under the Plan. In the event the deducted amount is insufficient to repay the entire loan outstanding, the Participant shall be liable for paying any amounts still outstanding.

5.                  Notwithstanding the foregoing, no loan shall be made to a Participant during a period in which the Plan Administrator is making a determination of whether a domestic relations order affecting the Participant’s Account is a qualified domestic relations order, within the meaning of Section 414(p) of the Code. Further, if the Plan Administrator is in receipt of a domestic relations order with respect to any Participant’s Account, it may prohibit such Participant from obtaining a loan until the alternate payee’s rights under such order are satisfied.

6.                  Nothing in this Section XI shall preclude the Plan Administrator from declaring a moratorium on the approval of loans or amending the amounts or conditions applicable to the approval and repayment of such loans, subject to applicable regulations issued by the Internal Revenue Service or the Department of Labor.

7.                  Loan repayments shall be suspended under this Plan as permitted under Code Section 414(u)(4).

SECTION XII

SECURITIES

1.                  The provisions of this Subsection (1) shall under all circumstances apply to all shares of Company Stock or VF Stock under the Plan, including without limitation shares of VF Stock in the VF Corporation Stock Fund and the VF Corporation ESOP Stock Fund and Company Stock in the Company Stock Fund and Company ESOP Stock Fund, for the period in which the Company Stock Fund, Company ESOP Stock Fund, VF Corporation Stock Fund or VF Corporation ESOP Stock Fund is a permitted Fund under the Plan. Each Participant (or beneficiary of a deceased Participant) is, for purposes of this Subsection (1), hereby designated as a “named fiduciary” (within the meaning of ERISA) with respect to the shares of Company Stock or VF Stock allocated to his Account, as applicable, and shall have the right to direct the Trustee with respect to the vote of the shares of Company Stock or VF Stock allocated to his or her Account, on each matter brought before any meeting of the stockholders of the Company or VF. Before

each such meeting of stockholders, the Company or VF shall cause to be furnished to each Participant (or beneficiary) a copy of the proxy solicitation material, together with a form requesting confidential directions to the Trustee on how such shares of Company Stock or VF Stock allocated to such Participant’s (or beneficiary’s) Account shall be voted on each such matter. Upon timely receipt of such directions the Trustee shall on each such matter vote as directed the number of shares (including fractional shares) of Company Stock or VF Stock allocated to such Participant’s (or beneficiary’s) Account, and the Trustee shall have no discretion in such matter. The instructions received by the Trustee from Participants (or beneficiaries) shall be held by the Trustee in confidence and shall not be divulged or released to any person, including the Plan Administrator or officers or employees of the Company or any Subsidiary or Affiliated Company or VF and its subsidiaries and affiliated companies. The Trustee shall vote both allocated shares of Company Stock and/or VF Stock for which it has not received direction, as well as unallocated shares, in the same proportion as directed shares are voted, and the Trustee shall have no discretion in such matter. In determining such proportion, the Trustee shall under all circumstances include in its calculation the votes of Participants (or beneficiaries) on all shares of Company Stock or VF Stock allocated to Participants’ (or beneficiaries’) Basic Accounts, Pre-ESOP Matching Contributions Accounts, ESOP Matching Contributions Accounts and Safe Harbor Matching Contributions Accounts.

2.                  The provisions of this Subsection (2) shall under all circumstances apply to all shares of Company Stock or VF Stock under the Plan, including without limitation shares of VF Stock in the VF Corporation Stock Fund and the VF Corporation ESOP Stock Fund and Company Stock in the Company Stock Fund and Company ESOP Stock Fund, for the period in which the Company Stock Fund, Company ESOP Stock Fund, VF Corporation Stock Fund or VF Corporation ESOP Stock Fund is a permitted Fund under the Plan. The provisions of this Subsection (2) shall apply in the event a tender or exchange offer, including but not limited to a tender offer or exchange offer within the meaning of the Securities Exchange Act of 1934, as from time to time amended and in effect (hereinafter, a “tender offer”), for Company Stock or VF Stock is commenced by a person or persons.

In the event a tender offer for Company Stock or VF Stock is commenced, the Plan Administrator, promptly after receiving notice of the commencement of any such tender offer, shall transfer certain of the Plan Administrator’s record keeping functions under the Plan to an independent record keeper (which if the Trustee consents in writing, may be the Trustee). The functions so transferred shall be those necessary to preserve the confidentiality of any directions given by the Participants (or beneficiaries) in connection with the tender offer. The Trustee shall have no discretion or authority to sell, exchange or transfer any of such shares pursuant to such tender offer except to the extent, and only to the extent, as provided in this Plan and the Trust agreement.

Each Participant (or beneficiary) is, for purposes of this Subsection (2), hereby designated as a “named fiduciary” (within the meaning of ERISA) with respect to the shares of Company Stock or VF Stock allocated to his Account, as applicable, and shall have the right, to the extent of the number of whole shares of Company Stock or VF Stock allocated to his Account, to direct the Trustee in writing as to the manner in which to respond to a tender offer with respect to shares of Company Stock or VF Stock. The Company shall use its best efforts to timely distribute or cause to be distributed to each Participant (or beneficiary) such information as will be

distributed to stockholders of the Company or VF in connection with any such tender offer. Upon timely receipt of such instructions, the Trustee shall respond as instructed with respect to such shares of Company Stock or VF Stock, as applicable. The instructions received by the Trustee from Participants (or beneficiaries) shall be held by the Trustee in confidence and shall not be divulged or released to any person, including the Plan Administrator or officers or employees of the Company or any Subsidiary or Affiliated Company or VF or its subsidiaries and affiliated companies. If the Trustee shall not receive timely instruction from a Participant (or beneficiary) as to the manner in which to respond to such a tender offer, the Trustee shall not tender or exchange any shares of Company Stock or VF Stock with respect to which such Participant (or beneficiary) has the right of direction, and the Trustee shall have no discretion in such matter. Unallocated shares of Company Stock or VF Stock and fractional shares of Company Stock or VF Stock allocated to Participants’ (or beneficiaries’) Accounts shall be tendered or exchanged by the Trustee in the same proportion it tenders or exchanges the shares with respect to which Participants (or beneficiaries) have the right of direction, and the Trustee shall have no discretion in such matter. In determining such proportion, the Trustee shall under all circumstances include in its calculation the direction of Participants (or beneficiaries) on all shares of Company Stock or VF Stock allocated to Participants’ (or beneficiaries’) Basic Accounts, Pre-ESOP Matching Contributions Accounts, ESOP Matching Contributions Accounts and Safe Harbor Matching Contributions Accounts.

The independent record keeper shall solicit confidentially from each Participant (or beneficiary) the directions described in this Subsection (2) as to whether shares are to be tendered. The independent record keeper, if different from the Trustee, shall instruct the Trustee as to the amount of shares to be tendered, in accordance with the above provisions.

SECTION XIII

DUTIES OF THE TRUSTEE

1.                  The assets of this Plan will be held by one or more Trustees selected by the Committee.

2.                  The Company will enter into a trust agreement with one or more Trustees, and each Trustee will receive contributions made by the Company and Participating Employers and contributions made by Participants pursuant to the Plan and will hold, invest, reinvest and distribute such amounts in accordance with the terms and provisions of the trust agreement. Should there be two or more Trustees separately handling different Participants’ Accounts, references in this Plan to “the Trustee” shall be deemed to refer to each Trustee in respect to the Accounts as to which it is acting as Trustee. The Committee will determine the form and terms of such trust agreement(s) and may modify such trust agreement(s) from time to time to accomplish the purposes of this Plan.

3.                  Subject to Section VI, Subsection (5), The Trustee and the Company may by mutual agreement arrange for the delegation by the Trustee to the Company or to the Committee of any of its functions other than the investment, valuation, management and custody of assets, the voting with respect to any securities (subject to the provisions of Section XII regarding Company Stock or VF Stock), and the purchase and sale or redemption of securities.

SECTION XIV

ADMINISTRATION

1.                  Fiduciary responsibilities with respect to the Plan are to be allocated to Named Fiduciaries as set forth in this Section XIV. A Named Fiduciary will have only those specific powers, duties, responsibilities and obligations as are specifically given under this Plan or the trust agreement. It is intended that each Named Fiduciary be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under this Plan and/or the trust agreement, and generally will not be responsible for any act or failure to act of another Named Fiduciary. A Named Fiduciary may delegate to any person or entity, who may or may not be a Named Fiduciary, any of its powers or duties under the Plan and/or the trust agreement; provided, however, that except for the right to allocate or delegate such responsibility to an investment manager, a Named Fiduciary who has the responsibility to control or manage assets under the trust agreement may not allocate or delegate such responsibility to any other person or entity.

2.                  The Vice President - Chief Human Resources Officer of the Company has the following powers and responsibilities:

The Committee shall have complete discretion in carrying out its powers and responsibilities under the Plan, including without limitation Subsections (3) and (4), and its exercise of discretion hereunder shall be final and conclusive.

4.                  The following is applicable to the Committee acting as Plan Administrator and to any individual or entity designated as the Plan Administrator and to whom Plan Administrator responsibilities have been delegated by the Committee.

5.                  The Committee will make all determinations as to the right of any person to a benefit under the Plan. If the Committee denies in whole or part any claim for a benefit under the Plan by a Participant or beneficiary, the Committee shall furnish the claimant with notice of the decision not later than 90 days after receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the final decision.

The written notice which the Committee shall provide to every claimant who is denied a claim for benefits shall set forth in a manner calculated to be understood by the claimant:

A claimant or authorized representative may request a review of the denied claim. Such request shall be made in writing and shall be presented to the Committee not more than 60 days after receipt by the claimant of written notification of the denial of a claim. The claimant shall have the right to review pertinent documents and to submit issues and comments in writing. The Committee shall make its decision on review not later than 60 days after receipt of the claimant’s request for review, unless special circumstances (such as the holding of a hearing) require an extension of time, in which case a decision shall be rendered as soon as possible but not later than 120 days after receipt of the request for review. If an extension of time for review is required because of the special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. The Committee shall decide whether a hearing shall be held on the claim. If so, it shall notify the claimant in writing of the time and place for the hearing. Unless the claimant agrees to a shorter period, the hearing shall be scheduled at least fourteen (14) days after the date of the notice of hearing. The claimant and/or authorized representative may appear at any such hearing. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based, which decision shall be final and binding upon the claimant.

6.                  The Named Fiduciaries may retain such counsel, actuarial, medical, accounting, clerical and other services as they may require to carry out the provisions and purposes of the Plan.

7.                  Named Fiduciaries under the Plan and the officers and managers and employees of the Company will 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 the Trustee, investment manager, or any duly appointed accountant, and upon all opinions given by any duly appointed legal counsel.

8.                  Named Fiduciaries under the Plan, except the Trustee and the Independent Fiduciary, will not receive any compensation for their services as such.

9.                  A Named Fiduciary may not act, vote, or otherwise influence a decision specifically relating to his or her own participation under the Plan.

10.                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 any of its 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 unless such action or inaction is judicially determined to be a breach of that person’s responsibility as a fiduciary with respect to the Plan under any

applicable law. The Company shall indemnify and hold harmless its officers, directors, and each member of the Committee against any and all claims, losses, damages, expenses (including attorney’s fees), and liability (including, in each case, amounts paid in settlement), arising from any action or failure to act, except when the same is judicially determined to be due to the gross negligence or willful misconduct of such Company officer, director or member of the Committee. The foregoing right of indemnification shall be in addition to any other rights to which any such person may be entitled as a matter of law.

SECTION XV

MODIFICATION AND TERMINATION

1.                  The Company expects this Plan to be permanent, but as future conditions cannot be foreseen, the Company reserves the right to terminate or suspend this Plan at any time. The Company also reserves the right to amend or modify the Plan from time to time, by action of its authorized officer. Any such termination or modification shall be effective at such date as specified in the written instrument memorializing such action and may be effective as to all Participating Employers, or as to one or more Participating Employers, and their respective employees. The Company or its designee shall promptly give notice of any such modification or termination to all Participating Employers and to its and their respective employees affected thereby. A modification which affects the rights or duties of the Trustee may be made only with the consent of the Trustee. A modification may affect employees participating in this Plan at the time thereof as well as future Participants but may not diminish the Account of any Participant as of the effective date of such modification.

2.                  The Employee Retirement Income Security Act of 1974 exempts this Plan from having to purchase plan termination insurance under Title IV of the Act.

3.                  Upon termination of this Plan, in whole or in part, with respect to any Participating Employer, each Participant then participating or each such Participant of the Participating Employer as to which this Plan is terminated, as the case may be, shall be entitled to withdraw the value of his or her entire Account, to the extent permitted by law.

4.                  Upon the complete discontinuance of contributions to the Plan by the Company or by a Participating Employer on a permanent basis, any Participant affected by such action shall be entitled to withdraw the full value of his or her entire Account, other than amounts credited to his or her Basic Account and Safe Harbor Matching Contributions Account, unless such Participant has attained age 59 1/2.

5.                  Upon the complete or partial termination of the Plan, or complete discontinuance of contributions, the Accounts of all affected Participants shall be fully Vested.

6.                  Upon a complete termination of the Plan, a Participant may withdraw his or her entire account balance; provided, however, that no amounts credited to his or her Basic Account and Safe Harbor Matching Contributions Account may be withdrawn if another defined contribution plan (other than an employee stock ownership plan) is established or maintained (within the meaning of Code Section 401(k)(10)(A)(i)).

SECTION XVI

MERGER OF PLANS

1.                  The Plan may not merge or consolidate with, or transfer its assets or liabilities to, any other plan unless each Participant in the Plan would (if the Plan had then been terminated) receive a benefit immediately after the merger, consolidation, or transfer which is not less than the benefit he or she would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then been terminated).

2.                  If the Company or another Participating Employer disposes of any of its assets, including without limitation the voting stock of a Subsidiary or Affiliated Company, and if as a result of the disposition transaction, any Participants in this Plan transfer to and become employees of the purchaser (or remain employees of the Subsidiary or Affiliated Company, after a sale of the voting stock of the Subsidiary or Affiliated Company), and if the purchaser maintains or adopts a qualified defined contribution plan, then, upon the mutual agreement between the Company (or where appropriate, a Subsidiary or Affiliated Company) and the purchaser, each Account of each Participant who becomes an employee of the purchaser (or who remains an employee of the Subsidiary or Affiliated Company, after a sale of the voting stock of the Subsidiary or Affiliated Company) shall be transferred to the trustee under the qualified defined contribution plan of the purchaser in a direct plan-to-plan transfer.

3.                  If the Company or another Subsidiary or Affiliated Company that is a Participating Employer acquires any assets of a seller, including without limitation the voting stock of the seller, and if as a result of the acquisition transaction, employees of the seller (or where appropriate, employees of the seller’s subsidiary or affiliated company, after a sale of the voting stock of the subsidiary or affiliated company) transfer to or become employees of the Company or of a Participating Employer, and if the seller or the seller’s subsidiary or affiliated company maintains a qualified defined contribution plan, then, upon the mutual agreement between the Company and the seller, each account of each employee of the seller (or where appropriate, employee of the seller’s subsidiary or affiliated company) who becomes an employee of the Company (or where appropriate, who becomes an employee of a Subsidiary or Affiliated Company that is a Participating Employer, after a sale of the voting stock of the seller’s subsidiary or affiliated company) shall be transferred to the Trustee of the Plan from the qualified defined contribution plan maintained by the seller (or where appropriate, the seller’s subsidiary or affiliated company) in a direct plan-to-plan transfer.

SECTION XVII

PARTICIPATING EMPLOYERS

1.                  Conditional upon prior approval by the Company, any corporation or business entity which is a Subsidiary or Affiliated Company may participate in this Plan, as a Participating Employer, provided it shall make, execute, and deliver such instruments as the Company and the Trustee shall deem necessary or desirable, and shall constitute the Company as

its agent to act for it in all transactions in which the Company believes such agency will facilitate the administration of this Plan.

SECTION XVIII

CHANGE IN EMPLOYMENT CLASSIFICATION

1.                  A Participant’s employment, for the purpose of this Plan, shall not be deemed to have terminated, nor shall he or she be deemed to have become ineligible to participate in this Plan, merely because of his or her transfer to a company or business entity which is affiliated with the Company or with his or her Participating Employer but which is not participating in this Plan, provided that the Company or his or her Participating Employer, pursuant to its rules and regulations, considers his or her service to be continuous.

2.                  In the event that a Participant ceases to be an eligible employee while remaining in the employ of the Company or of a Subsidiary or Affiliated Company, or while on an approved leave of absence, he or she shall make no further contributions under Section IV, unless and until he or she shall again become an eligible employee.

SECTION XIX

GENERAL PROVISIONS

1.                  Nothing contained herein will be deemed to give any employee the right to be retained in the service of the Company or any Subsidiary or Affiliated Company or to interfere with the rights of the Company or any Subsidiary or Affiliated Company to discharge any employee at any time.

2.                  It is a condition of this Plan, and all rights of each Participant shall be subject thereto, that, except as otherwise provided in Section 401(a)(13)(C) of the Code with respect to the offset of a Participant’s or Beneficiary’s benefits or interest under the Plan that the Participant or Beneficiary is required to pay to the Plan in connection with a specified type of judgment, order, decree or settlement agreement, no right or interest of any Participant under this Plan or in his or her Account 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 Account shall be liable for or subject to any obligation or liability of such Participant, subject, however, to applicable law. Notwithstanding the foregoing, in the event that a qualified domestic relations order (as defined in Section 414(p) of the Code) is received by the Plan Administrator, benefits shall be payable in accordance with such order and with Section 414(p) of the Code, including payments prior to the date on which the Participant attains the “earliest retirement age” under the Plan (as defined in Section 414(p) of the Code). The amount payable to the Participant and to any other person other than the alternate payee named in the order shall be adjusted accordingly.

3.                  Taxes, if any, upon or in respect to the Trust or any assets held by the Trustee or income therefrom, which are payable by the Trustee, shall be charged against the Participants’ and Beneficiaries’ Accounts as the Trustee and the Company shall determine.

4.                  To the extent that North Carolina law has not been preempted by ERISA, the provisions of the Plan will be construed in accordance with the laws of the state of North Carolina.

5.                  Except as otherwise specifically provided herein, no part of the corpus or income of the Trust will be used for, or diverted to, purposes other than the exclusive benefit of Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan. All reasonable expenses of administering the Plan, including without limitation recordkeeping, accounting, legal, consulting, trustee and other administrative fees and expenses, shall be allocated to, charged against and paid from the individual Accounts of Participants and Beneficiaries based upon such reasonable allocation method as shall be determined by the Committee, except to the extent such amounts are paid by the Participating Employer.

6.                  If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or 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 might designate or to the duly appointed guardian.

SECTION XX

DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS

1.                  Direct Rollover Availability.

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section XX, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

2.                  Definitions.

any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

SECTION XXI

SECURITIES EXCHANGE ACT OF 1934 LIMITATIONS

1.                  Notwithstanding any contrary provision herein, effective September 1, 1994, subject to approval by the Internal Revenue Service, the Plan shall be interpreted consistent with the limitations imposed on “insiders” by the Securities Exchange Act of 1934, as amended, and the Plan Administrator is authorized to establish such rules and procedures, including imposing limitations on “insiders”, as it determines are necessary to comply with the requirements of the Securities Exchange Act of 1934, as amended.

SECTION XXII

MINIMUM DISTRIBUTION REQUIREMENTS

1.                  General Rules.

2.                  Time and Manner of Distribution.

For purposes of this Subsection (2)(b) and Subsection (4), unless Subsection (2)(b)(iv) applies, distributions are considered to begin on the Participant's required beginning date. If Subsection (2)(b)(iv) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Subsection (2)(b)(i).

3.                  Required Minimum Distributions During Participant's Lifetime.

distribution calendar year and up to and including the distribution calendar year that includes the Participant's date of death.

4.                  Required Minimum Distributions After Participant's Death.

of the Participant's death is the quotient obtained by dividing the Participant's account balance by the Participant's remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

5.                  Definitions.

calendar year will be made on or before the Participant's required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

SECTION XXIII

ROTH ELECTIVE DEFERRALS

1.                  General Application.

2.                  Separate Accounting.

3.                  Direct Rollovers.

rollover distributions for the year are reasonably expected to total less than $200, distributions from a Participant's Roth Elective Deferral Account and Roth Rollover Account shall be considered separately from distributions from the Participant's other Accounts. In applying any $500 minimum on rollovers of a portion of a distribution, distributions from a Participant's Roth Elective Deferral Account and Roth Rollover Account shall be considered separately from distributions from the Participant's other Accounts, even if the distributions are made at the same time. Notwithstanding the foregoing, eligible rollover distributions from a Participant's Roth Elective Deferral Account and Roth Rollover Account are taken into account in determining whether the total amount of the Participant's Account balances under the Plan exceeds $5,000 for purposes of mandatory distributions from the Plan.

4.                  Correction of Excess Contributions.

5.                  Definition.

IN WITNESS WHEREOF, the undersigned has caused this Plan to be duly executed this 6^th day of May 2019.

VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN
FOR SALARIED EMPLOYEES

Appendix A (Bassett-Walker, Inc.)

VF Corporation (the “Company”) is the plan sponsor of the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees (the “Plan”). The Company’s wholly-owned subsidiary, Bassett-Walker, Inc. (“Bassett-Walker”), is the plan sponsor of the Employees’ Savings Plan of Bassett-Walker, Inc. (the “Bassett-Walker Savings Plan”).

Pursuant to resolutions of the Executive Committee of the Company’s Board of Directors adopted as of December 11, 1997, and resolutions of Bassett-Walker’s Board of Directors adopted as of December 11, 1997:

This Appendix A to the Plan, which is incorporated in and a part of the Plan, specifies the terms and conditions of Plan participation by eligible employees of Bassett-Walker, and of the Bassett-Walker Salaried Savings Plan merger with and into the Plan, as follows:

a.       Eligibility and Participation. Bassett-Walker’s status as a Participating Employer in the Plan commences on January 1, 1998. Any employee of Bassett-Walker who satisfies all of the eligibility conditions of the Plan as of January 1, 1998 may become a Participant in the Plan at any time thereafter, in accordance with the Plan’s provisions. Any employee of Bassett-Walker who satisfies all of the Plan’s eligibility conditions after January 1, 1998 shall be treated in accordance with the Plan’s provisions like any other eligible employee of a Participating Employer in terms of eligibility to become a Participant in the Plan.

b.       Service. A Bassett-Walker employee’s period of employment by Bassett-Walker since the date that Bassett-Walker became a member of the Company’s controlled group shall be considered “Service” for purposes of and within the meaning of Section III, Subsection (4) of the Plan. Such Service shall be computed in accordance with Section III of the Plan.

c.       Vesting Service. All of a Bassett-Walker employee’s “Service” (determined in accordance with item b. above) occurring on or after January 1, 1985 shall be considered “Vesting Service” for purposes of and within the meaning of Section III, Subsection (2) of the Plan. Such Vesting Service shall be computed in accordance with Section III of the Plan.

d.       Merged Accounts/Vesting. If a Bassett-Walker employee is in active service with Bassett-Walker as of December 31, 1997, his or her account transferred to the Plan in connection with the merger of the Bassett-Walker Salaried Savings Plan with and into the Plan shall be considered 100% Vested under this Plan. Other Bassett-Walker Salaried Savings Plan participants’ accounts transferred to the Plan shall retain their vested status as determined under the Bassett-Walker Savings Plan.

e.       “After-Tax” Funds. Notwithstanding Section X, Subsection (1) of the Plan, the Plan shall accept and hold after-tax contributions and amounts attributable thereto (collectively, “after-tax funds”) solely as part of the accounts transferred to the Plan in connection with the merger of the Bassett-Walker Salaried Savings Plan with and into the Plan. The Plan shall accept and hold no other after-tax funds, except as otherwise specifically provided in the Plan.

f.       Preservation of “Optional Forms of Benefit”. To the extent permitted by Section 411(d)(6) of the Code and Treasury Regulation Section 1.411(d)-4, it is intended that all “optional forms of benefit” within the meaning of Section 411(d)(6)(B) of the Code available under the Bassett-Walker Savings Plan to the accounts transferred to the Plan in connection with the merger of the Bassett-Walker Salaried Savings Plan with and into the Plan shall be eliminated and shall not be available to such transferred accounts under this Plan (except as provided in clauses ii. and iii. below regarding certain withdrawals). If any optional form of benefit under the Bassett-Walker Savings Plan is required by the aforementioned Code or Regulation Section to be preserved, such optional form of benefit shall be deemed included in and available to the transferred accounts under this Plan. Except as provided in clauses ii. and iii. below regarding certain withdrawals, the Plan shall apply the optional forms of benefit available under the Plan to the accounts transferred from the Bassett-Walker Savings Plan in connection with the merger transaction, including, without limitation, as follows:

request. Amounts withdrawn pursuant to this clause ii. may not be repaid to the Plan.

*      *      *

The provisions of the Plan are modified to conform with this Appendix A, but in all other respects the provisions of the Plan are to be and shall remain in full force and effect.

VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN
FOR SALARIED EMPLOYEES

Appendix B (Bestform 401(k) Savings Plan)

VF Corporation (the “Company”) is the plan sponsor of the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees (the “Plan”). The Company’s indirect wholly-owned subsidiary, Bestform, Inc. (“Bestform”), is the plan sponsor of the Bestform 401(k) Savings Plan (the “Bestform Savings Plan”).

Pursuant to ratifying resolutions of the Executive Committee of the Company’s Board of Directors adopted as of November 19, 1999, and ratifying resolutions of Bestform’s Board of Directors adopted as of November 19, 1999:

This Appendix B to the Plan, which is incorporated in and a part of the Plan, specifies the terms and conditions of Plan participation by eligible employees of Bestform, and of the Bestform Savings Plan merger with and into the Plan, as follows:

a.       Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, a Bestform employee’s period of employment by Bestform since the date that Bestform became a member of the Company’s controlled group shall be considered “Service” for purposes of and within the meaning of Section III, Subsection (4) of the Plan. Such Service shall be computed in accordance with Section III of the Plan.

b.       Eligibility and Participation. Bestform’s status as a Participating Employer in the Plan commences on January 1, 1999. The one Year of Service requirement under Section II, Subsection (3) of the Plan for eligibility to participate in the Plan shall be waived for and deemed satisfied by any employee who is in active service (including approved leave of absence, sick leave, vacation and the like) with Bestform as of December 31, 1998. Any employee of Bestform who satisfies all of the eligibility conditions of the Plan as of January 1, 1999 may become a Participant in the Plan on that date or at any time thereafter, in accordance with the Plan’s provisions. Any employee of Bestform who satisfies all of the Plan’s eligibility conditions after January 1, 1999 shall be treated in accordance with the Plan’s provisions like any other eligible employee of a Participating Employer in terms of eligibility to become a Participant in the Plan.

c.       Vesting Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, all of a Bestform employee’s “Service” (determined in accordance with item a. above regarding “Service”) occurring on or after the date that Bestform became a member of

the Company’s controlled group shall be considered “Vesting Service” for purposes of and within the meaning of Section III, Subsection (2) of the Plan. Such Vesting Service shall be computed in accordance with Section III of the Plan.

d.       Merged Accounts/Vesting. If a Bestform employee is in active service (including approved leave of absence, sick leave, vacation and the like) with Bestform as of December 31, 1998, the vested status of his or her account transferred to the Plan in connection with the merger of the Bestform Savings Plan with and into the Plan shall be determined by the vesting schedule and provisions of the Plan, including, without limitation, Section IV, Subsection (9); provided, however, that such employee’s Vesting Service under the Plan for this purpose shall include all of his or her vesting service credited under the Bestform Savings Plan as of December 31, 1998. Other Bestform Savings Plan participants’ accounts transferred to the Plan shall retain their vested status as determined under the vesting schedule and provisions of the Bestform Savings Plan.

e.       Preservation of “Optional Forms of Benefit”. To the extent permitted by Section 411(d)(6) of the Code and Treasury Regulation Section 1.411(d)-4, it is intended that all “optional forms of benefit” within the meaning of Section 411(d)(6)(B) of the Code available under the Bestform Savings Plan to the accounts transferred to the Plan in connection with the merger of the Bestform Savings Plan with and into the Plan shall be eliminated and shall not be available to such transferred accounts under this Plan. If any optional form of benefit under the Bestform Savings Plan is required by the aforementioned Code or Regulation Section to be preserved, such optional form of benefit shall be deemed included in and available to the transferred accounts under this Plan. The Plan shall apply the optional forms of benefit available under the Plan to the accounts transferred from the Bestform Savings Plan in connection with the merger transaction, including, without limitation, as follows:

year following the calendar year in which he or she attains age 70½ or terminates employment, whichever occurs later (age 70½ for a 5% owner). If the Participant remains in active employment beyond age 70½, the Participant may continue to participate in the Plan. The Plan’s distribution system under Section IX, Subsection (4)(b) shall apply to the accounts transferred to the Plan from the Bestform Savings Plan in connection with the merger of the Bestform Savings Plan with and into the Plan. The age 70½ distribution system used under the Bestform Savings Plan shall not apply to the accounts transferred to the Plan from the Bestform Savings Plan in connection with the merger transaction. These accounts shall, however, be subject to the Plan’s provisions regarding withdrawal after attaining age 59½, in accordance with Section X, Subsection (1) thereof.

*      *      *

The provisions of the Plan are modified to conform with this Appendix B, but in all other respects the provisions of the Plan are to be and shall remain in full force and effect.

VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN
FOR SALARIED EMPLOYEES

Appendix C (Horace Small Apparel Company Profit Sharing Retirement Plan)

VF Corporation (the “Company”) is the plan sponsor of the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees (the “Plan”). The Company’s subsidiary, VF Workwear, Inc. (“Workwear”), is the plan sponsor of the Horace Small Apparel Company Profit Sharing Retirement Plan (the “Horace Small Profit Sharing Plan”).

Pursuant to resolutions of the Executive Committee of the Company’s Board of Directors adopted as of March 1, 2000, and resolutions of Workwear’s Board of Directors adopted as of March 1, 2000:

This Appendix C to the Plan, which is incorporated in and a part of the Plan, specifies the terms and conditions of Plan participation by eligible employees of VF Uniforms, and of the Horace Small Salaried Profit Sharing Plan merger with and into the Plan, as follows:

a.       Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, a VF Uniforms employee’s period of employment by VF Uniforms (or its predecessor companies) since the date that VF Uniforms (or its predecessor companies) became a member of the Company’s controlled group shall be considered “Service” for purposes of and within the meaning of Section III, Subsection (4) of the Plan. Such Service shall be computed in accordance with Section III of the Plan.

b.       Eligibility and Participation. VF Uniforms’ status as a Participating Employer in the Plan commences on January 1, 2000. Any employee of VF Uniforms who satisfies all of the eligibility conditions of the Plan as of January 1, 2000 may become a Participant in the Plan on that date or at any time thereafter, in accordance with the Plan’s provisions. Any employee of VF Uniforms who satisfies all of the Plan’s eligibility conditions after January 1, 2000 shall be treated in accordance with the Plan’s provisions like any other eligible employee of a Participating Employer in terms of eligibility to become a Participant in the Plan.

c.       Vesting Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, all of a VF Uniforms employee’s “Service” (determined in accordance with

item a. above regarding “Service”) occurring on or after the date that VF Uniforms (or its predecessor companies) became a member of the Company’s controlled group shall be considered “Vesting Service” for purposes of and within the meaning of Section III, Subsection (2) of the Plan. Such Vesting Service shall be computed in accordance with Section III of the Plan.

d.       Merged Accounts/Vesting. If a VF Uniforms employee is in active service (including approved leave of absence, sick leave, vacation and the like) with VF Uniforms as of December 31, 1999, the vested status of his or her account transferred to the Plan in connection with the merger of the Horace Small Salaried Profit Sharing Plan with and into the Plan shall be determined by the vesting schedule and provisions of the Plan, including, without limitation, Section IV, Subsection (9); provided, however, that such employee’s Vesting Service under the Plan for this purpose shall include all of his or her vesting service credited under the Horace Small Profit Sharing Plan as of December 31, 1999. Other Horace Small Salaried Profit Sharing Plan participants’ accounts transferred to the Plan shall retain their vested status as determined under the vesting schedule and provisions of the Horace Small Profit Sharing Plan.

e.       Preservation of “Optional Forms of Benefit”. To the extent permitted by Section 411(d)(6) of the Code and Treasury Regulation Section 1.411(d)-4, it is intended that all “optional forms of benefit” within the meaning of Section 411(d)(6)(B) of the Code available under the Horace Small Profit Sharing Plan to the accounts transferred to the Plan in connection with the merger of the Horace Small Profit Sharing Plan with and into the Plan shall be eliminated and shall not be available to such transferred accounts under this Plan (except as provided in clauses i. and ii. below regarding “offset plan” Participants and withdrawals). If any optional form of benefit under the Horace Small Profit Sharing Plan is required by the aforementioned Code or Regulation Section to be preserved, such optional form of benefit shall be deemed included in and available to the transferred accounts under this Plan. Except as provided in clauses i. and ii. below regarding “offset plan” Participants and withdrawals, the Plan shall apply the optional forms of benefit available under the Plan to the accounts transferred from the Horace Small Profit Sharing Plan in connection with the merger transaction, including, without limitation, as follows:

year in which the Participant attains age 70½ (the later of age 70½ or retirement for a Participant who attained age 70½ prior to 1988 and was not a 5% owner). These required distributions under the Horace Small Profit Sharing Plan may be made in the minimum amount necessary to satisfy Section 401(a)(9) of the Code. The Plan has a different system than the Horace Small Profit Sharing Plan for distributions after a Participant attains age 70½. Pursuant to Section IX, Subsection (4)(b) of the Plan, the Participant’s entire vested account is distributed to the Participant no later than April 1 of the calendar year following the calendar year in which he or she attains age 70½ or terminates employment, whichever occurs later. If the Participant remains in active employment beyond age 70½, the Participant may continue to participate in the Plan. The Plan’s distribution system under Section IX, Subsection (4)(b) shall apply to the accounts transferred to the Plan from the Horace Small Profit Sharing Plan in connection with the merger of the Horace Small Salaried Profit Sharing Plan with and into the Plan. The age 70½ distribution system used under the Horace Small Profit Sharing Plan shall not apply to the accounts transferred to the Plan from the Horace Small Profit Sharing Plan in connection with the merger transaction. These accounts shall, however, be subject to the Plan’s provisions regarding withdrawal after attaining age 59½, in accordance with Section X, Subsection (1) thereof.

f.       Participant Direction of Investments. Each Participant shall direct the investment of his or her entire account transferred to the Plan from the Horace Small Profit Sharing Plan among the investment funds made available under the Plan, in accordance with Section VI, Subsection (1) thereof.

g.       “After-Tax” Funds. Notwithstanding Section X, Subsection (1) of the Plan, the Plan shall accept and hold after-tax contributions and amounts attributable thereto (collectively, “after-tax funds”) solely as part of the accounts transferred to the Plan in connection with the merger of the Horace Small Salaried Profit Sharing Plan with and into the Plan. The Plan shall accept and hold no other after-tax funds, except as otherwise specifically provided in the Plan.

*      *      *

The provisions of the Plan are modified to conform with this Appendix C, but in all other respects the provisions of the Plan are to be and shall remain in full force and effect.

VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN
FOR SALARIED EMPLOYEES

Appendix D (Todd Uniform, Inc. Profit Sharing and Savings Plan)

VF Corporation (the “Company”) is the plan sponsor of the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees (the “Plan”). The Company’s subsidiary, VF Workwear, Inc. (“Workwear”), acquired all of the outstanding stock of Todd Uniform, Inc. (“Todd Uniform”) in March 1999. Todd Uniform was merged into Workwear effective January 1, 2000. Workwear is the plan sponsor of the Todd Uniform, Inc. Profit Sharing and Savings Plan (the “Todd Uniform Profit Sharing Plan”).

Pursuant to resolutions of the Executive Committee of the Company’s Board of Directors adopted as of March 1, 2000, and resolutions of Workwear’s Board of Directors adopted as of March 1, 2000:

This Appendix D to the Plan, which is incorporated in and a part of the Plan, specifies the terms and conditions of Plan participation by eligible employees of Workwear’s Todd Uniform Division, and of the Todd Uniform Salaried Profit Sharing Plan merger with and into the Plan, as follows:

a.       Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, a Todd Uniform Division employee’s period of employment by Todd Uniform or Workwear since the date that Todd Uniform became a member of the Company’s controlled group shall be considered “Service” for purposes of and within the meaning of Section III, Subsection (4) of the Plan. Such Service shall be computed in accordance with Section III of the Plan.

b.       Eligibility and Participation. Workwear’s status as a Participating Employer in the Plan on behalf of its Todd Uniform Division commences on January 1, 2000. Any employee of the Todd Uniform Division who satisfies all of the eligibility conditions of the Plan as of January 1, 2000 may become a Participant in the Plan on that date or at any time thereafter, in accordance with the Plan’s provisions. Any employee of the Todd Uniform Division who satisfies all of the Plan’s eligibility conditions after January 1, 2000 shall be treated in accordance with the Plan’s provisions like any other eligible employee of a Participating Employer in terms

of eligibility to become a Participant in the Plan. Notwithstanding the foregoing, employees of the Todd Uniform Division who are non-resident aliens and assigned to service outside the United States are not eligible to become a Participant in the Plan.

c.       Vesting Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, all of a Todd Uniform Division employee’s “Service” (determined in accordance with item a. above regarding “Service”) occurring on or after the date that Todd Uniform became a member of the Company’s controlled group shall be considered “Vesting Service” for purposes of and within the meaning of Section III, Subsection (2) of the Plan. Such Vesting Service shall be computed in accordance with Section III of the Plan.

d.       Merged Accounts/Vesting. If a Todd Uniform employee is in active service (including approved leave of absence, sick leave, vacation and the like) with Todd Uniform as of December 31, 1999, the vested status of his or her account transferred to the Plan in connection with the merger of the Todd Uniform Salaried Profit Sharing Plan with and into the Plan shall be determined by the vesting schedule and provisions of the Plan, including, without limitation, Section IV, Subsection (9); provided, however, that such employee’s Vesting Service under the Plan for this purpose shall include all of his or her vesting service credited under the Todd Uniform Profit Sharing Plan as of December 31, 1999. Other Todd Uniform Salaried Profit Sharing Plan participants’ accounts transferred to the Plan shall retain their vested status as determined under the vesting schedule and provisions of the Todd Uniform Profit Sharing Plan.

e.       Preservation of “Optional Forms of Benefit”. To the extent permitted by Section 411(d)(6) of the Code and Treasury Regulation Section 1.411(d)-4, it is intended that all “optional forms of benefit” within the meaning of Section 411(d)(6)(B) of the Code available under the Todd Uniform Profit Sharing Plan to the accounts transferred to the Plan in connection with the merger of the Todd Uniform Salaried Profit Sharing Plan with and into the Plan shall be eliminated and shall not be available to such transferred accounts under this Plan (except as provided in clause ii. below). If any optional form of benefit under the Todd Uniform Profit Sharing Plan is required by the aforementioned Code or Regulation Section to be preserved, such optional form of benefit shall be deemed included in and available to the transferred accounts under this Plan. Except as provided in clause ii. below, the Plan shall apply the optional forms of benefit available under the Plan to the accounts transferred from the Todd Uniform Profit Sharing Plan in connection with the merger transaction, including, without limitation, as follows:

prior plan was subject to the survivor annuity requirements of Section 401(a)(11) of the Code, and, if so, only to the extent such optional form of benefit is required to satisfy the survivor annuity requirements of such Section 401(a)(11), or (II) the lump sum distribution or other optional form of benefit available under the Plan is not “otherwise identical” to such optional form of benefit under the prior plan (within the meaning of Treasury Regulation Section 1.411(d)-4, Q&A-2(e)(2)).

f.       Participant Direction of Investments. Each Participant shall direct the investment of his or her entire account transferred to the Plan from the Todd Uniform Profit Sharing Plan among the investment funds made available under the Plan, in accordance with Section VI, Subsection (1) thereof.

*      *      *

The provisions of the Plan are modified to conform with this Appendix D, but in all other respects the provisions of the Plan are to be and shall remain in full force and effect.

VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN

FOR SALARIED EMPLOYEES

Appendix E (The North Face, Inc. 401(k) Savings Plan)

VF Corporation (the “Company”) is the plan sponsor of the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees (the “Plan”). The Company became the parent company of The North Face, Inc. (“North Face”) in August 2000. North Face is the plan sponsor of The North Face, Inc. 401(k) Savings Plan (the “North Face 401(k) Plan”).

Pursuant to resolutions of the Executive Committee of the Company’s Board of Directors adopted on November 30, 2001, and resolutions of North Face’s Board of Directors adopted on November 21, 2001:

This Appendix E to the Plan, which is incorporated in and a part of the Plan, specifies the terms and conditions of Plan participation by eligible employees of North Face, and of the North Face Salaried 401(k) Plan merger with and into the Plan, as follows:

a.       Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, a North Face employee’s period of employment by North Face since May 1, 2000 shall be considered “Service” for purposes of and within the meaning of Section III, Subsection (4) of the Plan. Such Service shall be computed in accordance with Section III of the Plan.

b.       Eligibility and Participation. North Face’s status as a Participating Employer in the Plan commences on January 1, 2001. Any employee of North Face who satisfies all of the eligibility conditions of the Plan as of January 1, 2001 may become a Participant in the Plan on that date or at any time thereafter, in accordance with the Plan’s provisions. Any employee of North Face who satisfies all of the Plan’s eligibility conditions after January 1, 2001 shall be treated in accordance with the Plan’s provisions like any other eligible employee of a Participating Employer in terms of eligibility to become a Participant in the Plan. Notwithstanding the foregoing, employees of North Face who are non-resident aliens and assigned to service outside the United States are not eligible to become a participant in the Plan.

c.       Vesting Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, all of a North Face employee’s “Service” (determined in accordance with item a. above regarding “Service”) occurring on or after May 1, 2000 shall be considered “Vesting

Service” for purposes of and within the meaning of Section III, Subsection (2) of the Plan. Such Vesting Service shall be computed in accordance with Section III of the Plan.

d.       Merged Accounts/Vesting. If a North Face employee is in active service (including approved leave of absence, sick leave, vacation and the like) with North Face as of December 31, 2000, the vested status of his or her account transferred to the Plan in connection with the merger of the North Face Salaried 401(k) Plan with and into the Plan shall be determined by the vesting schedule and provisions of the Plan, including, without limitation, Section IV, Subsection (9); provided, however, that such employee’s Vesting Service under the Plan for this purpose shall include all of his or her vesting service credited under the North Face 401(k) Plan as of December 31, 2000. Other North Face Salaried 401(k) Plan participants’ accounts transferred to the Plan shall retain their vested status as determined under the vesting schedule and provisions of the North Face 401(k) Plan.

e.       Preservation of “Optional Forms of Benefit”. To the extent permitted by Section 411(d)(6) of the Code and Treasury Regulation Section 1.411(d)-4, it is intended that all “optional forms of benefit” within the meaning of Section 411(d)(6)(B) of the Code available under the North Face 401(k) Plan to the accounts transferred to the Plan in connection with the merger of the North Face Salaried 401(k) Plan with and into the Plan shall be eliminated and shall not be available to such transferred accounts under this Plan. If any optional form of benefit under the North Face 401(k) Plan is required by the aforementioned Code or Regulation Section to be preserved, such optional form of benefit shall be deemed included in and available to the transferred accounts under this Plan. The Plan shall apply the optional forms of benefit available under the Plan to the accounts transferred from the North Face 401(k) Plan in connection with the merger transaction, including, without limitation, as follows:

later than April 1 following the close of the calendar year in which the Participant attains age 70½. These required distributions under the North Face 401(k) Plan may be made in the minimum amount necessary to satisfy Section 401(a)(9) of the Code. The Plan has a different system than the North Face 401(k) Plan for distributions after a Participant attains age 70½. Pursuant to Section IX, Subsection (4)(b) of the Plan, the Participant’s entire vested account is distributed to the Participant no later than April 1 of the calendar year following the calendar year in which he or she attains age 70½ or terminates employment, whichever occurs later. If the Participant remains in active employment beyond age 70½, the Participant may continue to participate in the Plan. The Plan’s distribution system under Section IX, Subsection (4)(b) shall apply to the accounts transferred to the Plan from the North Face 401(k) Plan in connection with the merger of the North Face Salaried 401(k) Plan with and into the Plan. The age 70½ distribution system used under the North Face 401(k) Plan shall not apply to the accounts transferred to the Plan from the North Face 401(k) Plan in connection with the merger transaction. These accounts shall, however, be subject to the Plan’s provisions regarding withdrawal after attaining age 59½, in accordance with Section X, Subsection (1) thereof.

f.       Participant Direction of Investments. Each Participant shall direct the investment of his or her entire account transferred to the Plan from the North Face 401(k) Plan among the investment funds made available under the Plan, in accordance with Section VI, Subsection (1) thereof.

*      *      *

The provisions of the Plan are modified to conform with this Appendix E, but in all other respects the provisions of the Plan are to be and shall remain in full force and effect.

VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED
EMPLOYEES

Appendix F
Plan Amendment – Economic Growth And Tax Relief Reconciliation Act of 2001

ARTICLE I
PREAMBLE

ARTICLE II
ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

ARTICLE III
SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

contributions under this and all other plans for twelve (12) months after receipt of the distribution.

ARTICLE IV
CATCH-UP CONTRIBUTIONS

ARTICLE V
INCREASE IN COMPENSATION LIMIT

ARTICLE VI
LIMITATIONS ON CONTRIBUTIONS (CODE SECTION 415 LIMITS)

The compensation limit referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition.

ARTICLE VII
MODIFICATION OF TOP-HEAVY RULES

ARTICLE VIII
DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

ARTICLE IX
ROLLOVERS FROM OTHER PLANS

the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

ARTICLE X
REPEAL OF MULTIPLE USE TEST

ARTICLE XI
ELECTIVE DEFERRALS – CONTRIBUTION LIMITATION

ARTICLE XII
SAFE HARBOR PLAN PROVISIONS

ARTICLE XIII
DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

VF CORPORATION retirement SAVINGS PLAN

FOR SALARIED EMPLOYEES

Appendix G (Vans, Inc. 401(k) Plan)

VF Corporation (the “Company”) is the plan sponsor of the VF Corporation Retirement Savings Plan for Salaried Employees (formerly named the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees) (the “Plan”). The Company’s subsidiary, Vans, Inc. (“Vans”), is the plan sponsor of the Vans, Inc. 401(k) Plan (the “Vans 401(k) Plan”).

Pursuant to resolutions of the Executive Committee of the Company’s Board of Directors adopted December 20, 2004, and resolutions of Vans’ Board of Directors adopted December 20, 2004:

This Appendix G to the Plan, which is incorporated in and a part of the Plan, specifies the terms and conditions of Plan participation by eligible employees of Vans, and of the Vans Salaried 401(k) Plan merger with and into the Plan, as follows:

a.       Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, a Vans employee’s period of employment by Vans since June 30, 2004 (the date that Vans became a member of the Company’s controlled group) shall be considered “Service” for purposes of and within the meaning of Section III, Subsection (4) of the Plan. Such Service shall be computed in accordance with Section III of the Plan.

b.       Eligibility and Participation. Vans’ status as a Participating Employer in the Plan commences on January 1, 2005. Any employee of Vans who satisfies the eligibility conditions of the Plan as of January 1, 2005 may become a Participant in the Plan on that date or at any time thereafter, in accordance with the Plan’s provisions. Any employee of Vans who satisfies the Plan’s eligibility conditions after January 1, 2005 shall be treated in accordance with

the Plan’s provisions like any other eligible employee of a Participating Employer in terms of eligibility to become a Participant in the Plan.

c.       Vesting Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, all of a Vans employee’s “Service” (determined in accordance with item a. above regarding “Service”) occurring on or after June 30, 2004 shall be considered “Vesting Service” for purposes of and within the meaning of Section III, Subsection (2) of the Plan. Such Vesting Service shall be computed in accordance with Section III of the Plan.

d.       Merged Accounts/Vesting. If a Vans employee is in active service (including approved leave of absence, sick leave, vacation and the like) with Vans as of June 30, 2005, the vested status of his or her account transferred to the Plan in connection with the merger of the Vans Salaried 401(k) Plan with and into the Plan shall be determined by the vesting schedule and provisions of the Plan, including, without limitation, Section IV, Subsection (9); provided, however, that such employee’s Vesting Service under the Plan for this purpose shall include all of his or her vesting service credited under the Vans 401(k) Plan as of June 30, 2005. Other Vans Salaried 401(k) Plan participants’ accounts transferred to the Plan shall retain their vested status as determined under the vesting schedule and provisions of the Vans 401(k) Plan.

e.       Retirement Contributions. Notwithstanding item b. above regarding “Eligibility and Participation”, (i) employees of Vans who become Participants in the Plan are not eligible for Retirement Contributions under Section IV, Subsection (11) of the Plan until the Plan Year commencing January 1, 2006, and (ii) employees who are classified by Vans as retail store employees are not eligible for Retirement Contributions under the Plan. Years of Service for purposes of determining the percentage of Retirement Contributions to which an eligible employee of Vans is entitled shall commence on the later of January 1, 2005 or his or her Employment Commencement Date.

f.       Preservation of “Optional Forms of Benefit”. To the extent permitted by Section 411(d)(6) of the Code and Treasury Regulation Section 1.411(d)-4, it is intended that all “optional forms of benefit” within the meaning of Section 411(d)(6)(B) of the Code available under the Vans 401(k) Plan to the accounts transferred to the Plan in connection with the merger of the Vans Salaried 401(k) Plan with and into the Plan shall be eliminated and shall not be available to such transferred accounts under this Plan. If any optional form of benefit under the Vans 401(k) Plan is required by the aforementioned Code or Regulation Section to be preserved, such optional form of benefit shall be deemed included in and available to the transferred accounts under this Plan. The Plan shall apply the optional forms of benefit available under the Plan to the accounts transferred from the Vans 401(k) Plan in connection with the merger transaction, including, without limitation, as follows:

g.       Participant Direction of Investments. Each Participant shall direct the investment of his or her entire account transferred to the Plan from the Vans 401(k) Plan among the investment funds made available under the Plan, in accordance with Section VI, Subsection (1) thereof.

*      *      *

The provisions of the Plan are modified to conform with this Appendix G, but in all other respects the provisions of the Plan are to be and shall remain in full force and effect.

VF CORPORATION retirement SAVINGS PLAN

FOR SALARIED EMPLOYEES

Appendix H (Nautica Enterprises, Inc. Savings and Investment Plan)

VF Corporation (the “Company”) is the plan sponsor of the VF Corporation Retirement Savings Plan for Salaried Employees (formerly named the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees) (the “Plan”). The Company’s subsidiary, Nautica Enterprises, Inc. (“Nautica”), is the plan sponsor of the Nautica Enterprises, Inc. Savings and Investment Plan (the “Nautica 401(k) Plan”).

Pursuant to resolutions of the Company’s Board of Directors adopted February 8, 2005, and resolutions of Nautica’s Board of Directors adopted February 8, 2005:

This Appendix H to the Plan, which is incorporated in and a part of the Plan, specifies the terms and conditions of Plan participation by eligible employees of Nautica, and of the Nautica Salaried 401(k) Plan merger with and into the Plan, as follows:

a.       Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, a Nautica employee’s period of employment by Nautica since August 27, 2003 (the date that Nautica became a member of the Company’s controlled group) shall be considered “Service” for purposes of and within the meaning of Section III, Subsection (4) of the Plan. Such Service shall be computed in accordance with Section III of the Plan.

b.       Eligibility and Participation. Nautica’s status as a Participating Employer in the Plan commences on April 1, 2005. Any employee of Nautica who satisfies the eligibility conditions of the Plan as of April 1, 2005 shall become a Participant in the Plan on that date, in accordance with the Plan’s provisions. Any employee of Nautica who satisfies the Plan’s eligibility conditions after April 1, 2005 shall be treated in accordance with the Plan’s provisions like any other eligible employee of a Participating Employer in terms of eligibility to become a Participant in the Plan.

c.       Vesting Service. Except as provided in item d. below regarding “Merged Accounts/Vesting”, all of a Nautica employee’s “Service” (determined in accordance with item a. above regarding “Service”) occurring on or after August 27, 2003 shall be considered “Vesting Service” for purposes of and within the meaning of Section III, Subsection (2) of the Plan. Such Vesting Service shall be computed in accordance with Section III of the Plan.

d.       Merged Accounts/Vesting. If a Nautica employee is in active service (including approved leave of absence, sick leave, vacation and the like) with Nautica as of June 30, 2005, the vested status of his or her account transferred to the Plan in connection with the merger of the Nautica Salaried 401(k) Plan with and into the Plan shall be determined by the vesting schedule and provisions of the Plan, including, without limitation, Section IV, ; provided, however, that such employee’s Vesting Service under the Plan for this purpose shall include all of his or her vesting service credited under the Nautica 401(k) Plan as of June 30, 2005; and provided further, however, that such employee’s Normal Retirement Age for purposes of his or her transferred account shall be age 55 (as provided in the Nautica 401(k) Plan). Other Nautica Salaried 401(k) Plan participants’ accounts transferred to the Plan shall retain their vested status as determined under the vesting schedule and provisions of the Nautica 401(k) Plan.

e.       Retirement Contributions. Employees of Nautica who become Participants in the Plan are eligible for Retirement Contributions under Section IV, of the Plan upon entry into the Plan. However, Years of Service for purposes of determining the percentage of Retirement Contributions to which an eligible employee of Nautica is entitled shall commence on the later of January 1, 2005 or his or her Employment Commencement Date.

f.       Preservation of “Optional Forms of Benefit”. To the extent permitted by Section 411(d)(6) of the Code and Treasury Regulation Section 1.411(d)-4, it is intended that all “optional forms of benefit” within the meaning of Section 411(d)(6)(B) of the Code available under the Nautica 401(k) Plan to the accounts transferred to the Plan in connection with the merger of the Nautica Salaried 401(k) Plan with and into the Plan shall be eliminated and shall not be available to such transferred accounts under this Plan. If any optional form of benefit under the Nautica 401(k) Plan is required by the aforementioned Code or Regulation Section to be preserved, such optional form of benefit shall be deemed included in and available to the transferred accounts under this Plan. The Plan shall apply the optional forms of benefit available under the Plan to the accounts transferred from the Nautica 401(k) Plan in connection with the merger transaction, including, without limitation, as follows:

form of benefit payments is eliminated and shall not be available for the accounts transferred to the Plan from the Nautica 401(k) Plan in connection with the merger transaction.

transferred to the Plan from the Nautica 401(k) Plan in connection with the merger of the Nautica Salaried 401(k) Plan with and into the Plan. The age 70½ distribution system used under the Nautica 401(k) Plan shall not apply to the accounts transferred to the Plan from the Nautica 401(k) Plan in connection with the merger transaction. These accounts shall, however, be subject to the Plan’s provisions regarding withdrawal after attaining age 59½, in accordance with Section X, Subsection (1) thereof.

g.       Participant Direction of Investments. Each Participant shall direct the investment of his or her entire account transferred to the Plan from the Nautica 401(k) Plan among the investment funds made available under the Plan, in accordance with Section VI, Subsection (1) thereof.

*        *        *

The provisions of the Plan are modified to conform with this Appendix H, but in all other respects the provisions of the Plan are to be and shall remain in full force and effect.

VF CORPORATION retirement SAVINGS PLAN

FOR SALARIED EMPLOYEES

Appendix I (Reef 401(k) Plan)

VF Corporation (the “Company”) is the plan sponsor of the VF Corporation Retirement Savings Plan for Salaried Employees (formerly named the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees) (the “Plan”). The Company’s subsidiary, South Cone, Inc. (“South Cone”), is the plan sponsor of the Reef 401(k) Plan (the “Reef 401(k) Plan”).

Pursuant to resolutions of the Company’s Authorized Officers adopted October 10, 2005, and resolutions of South Cone’s Authorized Officer adopted November 11, 2005:

This Appendix I to the Plan, which is incorporated in and a part of the Plan, specifies the terms and conditions of Plan participation by eligible employees of South Cone, and of the Reef Salaried 401(k) Plan merger with and into the Plan, as follows:

a.       Service. A South Cone employee’s period of employment by South Cone since April 14, 2005 (the date that South Cone became a member of the Company’s controlled group) shall be considered “Service” for purposes of and within the meaning of Section III, Subsection (4) of the Plan. Such Service shall be computed in accordance with Section III of the Plan.

b.       Eligibility and Participation. South Cone’s status as a Participating Employer in the Plan commences on January 1, 2006. Any employee of South Cone who satisfies the eligibility conditions of the Plan as of January 1, 2006 shall become a Participant in the Plan on that date, in accordance with the Plan’s provisions. Any employee of South Cone who satisfies the Plan’s eligibility conditions after January 1, 2006 shall be treated in accordance with the Plan’s provisions like any other eligible employee of a Participating Employer in terms of eligibility to become a Participant in the Plan.

c.       Vesting Service. All of a South Cone employee’s “Service” (determined in accordance with item a. above regarding “Service”) occurring on or after April 14, 2005 shall be considered “Vesting Service” for purposes of and within the meaning of Section III, Subsection (2) of the Plan. Such Vesting Service shall be computed in accordance with Section III of the Plan.

d.       Merged Accounts/Vesting. The vested status of accounts transferred to the Plan in connection with the merger of the Reef Salaried 401(k) Plan with and into the Plan shall be determined by the vesting schedule and provisions of the Reef 401(k) Plan as in effect immediately before the merger.

e.       Retirement Contributions. Employees of South Cone who become Participants in the Plan are eligible for Retirement Contributions under Section IVof the Plan upon entry into the Plan. However, Years of Service for purposes of determining the percentage of Retirement Contributions to which an eligible employee of South Cone is entitled shall commence on the later of April 14, 2005 or his or her Employment Commencement Date.

f.       Preservation of “Optional Forms of Benefit”. To the extent permitted by Section 411(d)(6) of the Code and Treasury Regulation Section 1.411(d)-4, it is intended that all “optional forms of benefit” within the meaning of Section 411(d)(6)(B) of the Code available under the Reef 401(k) Plan to the accounts transferred to the Plan in connection with the merger of the Reef Salaried 401(k) Plan with and into the Plan shall be eliminated and shall not be available to such transferred accounts under this Plan. If any optional form of benefit under the Reef 401(k) Plan is required by the aforementioned Code or Regulation Section to be preserved, such optional form of benefit shall be deemed included in and available to the transferred accounts under this Plan. The Plan shall apply the optional forms of benefit available under the Plan to the accounts transferred from the Reef 401(k) Plan in connection with the merger transaction, including, without limitation, as follows:

g.       Participant Loans. The Plan’s provisions under Section XI regarding loans to Participants shall apply to employees of South Cone who become Participants in the Plan and to the accounts transferred to the Plan from the Reef 401(k) Plan in connection with the merger of the Reef 401(k) Plan with and into the Plan. The Participant Loan Program under the Reef 401(k) Plan shall not apply after the merger of the Reef 401(k) Plan with and into the Plan.

h.       Participant Direction of Investments. Each Participant shall direct the investment of his or her entire account transferred to the Plan from the Reef 401(k) Plan among the investment funds made available under the Plan, in accordance with Section VI, Subsection (1) thereof.

*      *      *

The provisions of the Plan are modified to conform with this Appendix I, but in all other respects the provisions of the Plan are to be and shall remain in full force and effect.

VF CORPORATION RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES

APPENDIX J - FINAL 401(k)/401(m) REGULATIONS AMENDMENT

ARTICLE I
PREAMBLE

ARTICLE II
GENERAL RULES

4l0(a)(5)(D)(iii) and 411(a)(6)(D)(iii) permitting a plan to disregard certain service completed prior to breaks-in-service (sometimes referred to as “the rule of parity”).

ARTICLE III
HARDSHIP DISTRIBUTIONS

ARTICLE V
ACTUAL DEFERRAL PERCENTAGE (ADP) TEST

Notwithstanding the above, Qualified Nonelective Contributions that are made in connection with a Participating Employer’s obligation to pay prevailing wages under the Davis-Bacon Act (46 Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law 89-286, or similar legislation can be taken

into account for a Plan Year for an NHCE to the extent such contributions do not exceed 10 percent (10%) of that NHCE’s Code Section 414(s) compensation.

Qualified Matching Contributions may only be used to calculate an ADR to the extent that such Qualified Matching Contributions are matching contributions that are not precluded from being taken into account under the ACP test for the Plan Year under the rules of Regulation Section 1.401(m)-2(a)(5)(ii) and as set forth in Section 6.1.

ARTICLE V
ADJUSTMENT TO ADP TEST

ARTICLE VI
ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST

For purposes of this Section, the Plan’s “representative matching rate” is the lowest “matching rate” for any eligible NHCE among a group of NHCEs that consists of half of all eligible NHCEs in the Plan for the Plan Year who make Basic Contributions for the Plan Year (or, if greater, the lowest “matching rate” for all eligible NHCEs in the Plan who are employed by the Participating Employer on the last day of the Plan Year and who make Basic Contributions for the Plan Year).

For purposes of this Section, the “matching rate” for an employee generally is the matching contributions made for such employee divided by the employee’s Basic Contributions for the Plan Year. If the matching rate is not the same for all levels of Basic Contributions for an employee, then the employee’s “matching rate” is determined assuming that an employee’s Basic Contributions are equal to six percent (6%) of Code Section 414(s) compensation.

If the Plan provides a match with respect to the sum of the employee’s after-tax employee contributions and Basic Contributions, then for purposes of this Section, that sum is substituted for the amount of the employee’s Basic Contributions in subsections (b) and (c) above and in determining the “matching rate,” and employees who make either after-tax employee contributions or Basic Contributions are taken into account in determining the Plan’s “representative matching rate.” Similarly, if the Plan provides a match with respect to the employee’s after-tax employee contributions, but not Basic Contributions, then for purposes of this subsection, the employee’s after-tax employee contributions are substituted for the amount of the employee’s Basic Contributions in subsections (b) and (c) above and in determining the “matching rate,” and employees who make after-tax employee contributions are taken into account in determining the Plan’s “representative matching rate.”

determination of the “representative contribution rate” for purposes of Regulation Section 1.401(k)-2(a)(6)(iv)(B)) is not permitted to be taken into account for purposes of this Section (including the determination of the “representative contribution rate” for purposes of subsection (a) below). For purposes of this Section:

Notwithstanding the above, Qualified Nonelective Contributions that are made in connection with a Participating Employer’s obligation to pay prevailing wages under the Davis-Bacon Act (46 Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law 89-286, or similar legislation can be taken into account for a Plan Year for an NHCE to the extent such contributions do not exceed 10 percent (10%) of that NHCE’s Code Section 414(s) compensation.

ADP test for that Plan Year. However, if different testing methods are used, then the Plan cannot use:

ARTICLE VII
ADJUSTMENT TO ACP TEST

VF CORPORATION RETIREMENT SAVINGS PLAN