exv4w4



 





Exhibit 4.4




[Form of Note]




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE
OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



 









 





V.F. CORPORATION




			
	No. 2
	 	CUSIP No.: 918204 AT5
	 
	 	$350,000,000






          V.F. CORPORATION, a corporation duly incorporated and subsisting under the laws of the
Commonwealth of Pennsylvania (herein called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of $350,000,000 on November 1, 2037 and
to pay interest thereon from October 15, 2007, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on May 1 and November 1 in each
year, commencing May 1, 2008, at the rate of 6.450% per annum, until the principal hereof is paid
or made available for payment. Interest on this security shall be computed on the basis of a 360
day year of twelve 30 day months.




          The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the Business Day next
preceding the relevant Interest Payment Date, or in the event the Notes cease to be held in the
form of one or more Global Notes, at the close of business on the date 15 days prior to that
Interest Payment Date, whether or not a Business Day. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Noteholder on such Regular Record Date
and may either be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Noteholders of
Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.




          Payment of the principal of (and premium, if any) and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in New York, New York in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company, payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.




          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.




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          In Witness Whereof, the Company has caused this instrument to be duly executed under
its corporate seal.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	V.F. Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Mackey J. McDonald	 	 
	 

	 	 	 	 	 	 	 	Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Candace S. Cummings	 	 	 	 	 	 	 	 
	 

	 	Vice President – Administration,	 	 	 	 	 	 	 	 
	 

	 	General Counsel and Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Frank C. Pickard III	 	 
	 

	 	 	 	 	 	 	 	Vice President – Treasurer	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Candace S. Cummings	 	 	 	 	 	 	 	 
	 

	 	Vice President – Administration,	 	 	 	 	 	 	 	 
	 

	 	General Counsel and Secretary	 	 	 	 	 	 	 	 






This is one of the Notes of the series designated therein referred to in the within-mentioned
Indenture.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signature	 	 






(Signature Page for 6.450% Notes due 2037)




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Reverse of Note




          This Note is one of a duly authorized issue of notes of the Company (herein called the
“Notes”), issued and to be issued in one or more series under an Indenture, dated as of October
15, 2007 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in
such instrument), as supplemented by a First Supplemental Indenture, dated as of October 15, 2007
(herein called the “First Supplemental Indenture” and together with the Base Indenture, the
“Indenture”), between the Company and The Bank of New York Trust Company, N.A., as Trustee under
the Indenture (the “Trustee”), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Noteholders and of the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is one of the series designated on the face hereof, initially limited in
aggregate principal amount to $350,000,000. The Company may at any time issue additional notes
under the Indenture in unlimited amounts having the same terms as the Notes.




          The Notes of this series are subject to redemption, as a whole or from time to time in part,
upon not less than 30 nor more than 60 days’ notice mailed to each Noteholder of Notes to be
redeemed at his address as it appears in the Securities Register, on any date prior to their Stated
Maturity at a Redemption Price equal to the greater of (i) 100% of the principal amount of such
Notes to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date or (ii) as
determined by a Quotation Agent (as defined below), the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion of such payments of
interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined below), plus 25 basis points, plus accrued and unpaid interest thereon to the Redemption
Date; provided that unless the Company defaults in payment of the Redemption Price, on or after the
Redemption Date, interest will cease to accrue on the Notes or portions thereof called for
redemption.




          “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date. The semi-annual equivalent yield to maturity
will be computed as of the third business day immediately preceding the Redemption Date.
“Comparable Treasury Issue” (expressed as a percentage of its principal amount) means the United
States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized in accordance with customary
financial practice in pricing new issues of corporate notes of comparable maturity to the remaining
term of the Notes. “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the
average of the Reference Treasury Dealer Quotations for such Redemption Date, provided that if
three or more Reference Treasury Dealer Quotations are obtained, the highest and lowest of such
quotations shall be excluded from the calculation. “Quotation Agent” means the Reference Treasury
Dealer appointed by the Company. “Reference Treasury Dealer” means (i) Citigroup Global Markets
Inc. and its respective successors; provided, however, that, if the foregoing shall cease to be a
primary U.S. Government securities dealer (a “Primary




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Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and
(ii) any other Primary Treasury Dealer selected by the Company. “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
Redemption Date.




          The Notes do not have the benefit of any sinking fund obligations.




          In the event of redemption of this Note in part only, a new Note or Notes of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of the Noteholder hereof
upon the cancellation hereof.




          If a Change of Control Repurchase Event with respect to the 2017 Notes or 2037 Notes occurs,
unless the Company has exercised its right to redeem all the 2017 Notes or 2037 Notes, the Company
shall make an offer to each Noteholder of the 2017 Notes or 2037 Notes to repurchase all or any
part (in integral multiples of $1,000) of that Noteholder’s Notes at a repurchase price in cash
equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid
interest on the Notes repurchased to the date of repurchase. Within 30 days following any such
Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but
after the public announcement of an impending Change of Control, the Company shall mail a notice (a
“Change of Control Notice”) to each Noteholder of the 2017 Notes or 2037 Notes, with a copy to the
Trustee, describing the transaction or transactions that constitute or may constitute the Change of
Control Repurchase Event and offering to repurchase the 2017 Notes or 2037 Notes on the payment
date specified in the Change of Control Notice, which date will be no earlier than 30 days and no
later than 60 days from the date such Change of Control Notice is mailed. The Change of Control
Notice shall, if mailed prior to the date of consummation of the Change of Control, state that the
offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior
to the payment date specified in the Change of Control Notice.




          The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder, to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control
Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict
with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under the Indenture by virtue of such conflict.




          On the Change of Control Repurchase Event payment date, the Company shall, to the extent
lawful, with respect to the 2017 Notes or 2037 Notes:




          • accept for payment all Notes properly tendered pursuant to the Company’s offer (“Tendered
Notes”);




          • deposit with the Trustee a cash amount in immediately available funds equal to the aggregate
repurchase price in respect of all Tendered Notes; and




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          • deliver or cause to be delivered to the Trustee the Tendered Notes, together with an
officers’ certificate stating that such Tendered Notes have been properly accepted by the Company
and stating the aggregate principal amount of Tendered Notes being purchased by the Company.




          The Trustee shall promptly mail to each Noteholder of Tendered Notes the repurchase price for
the Tendered Notes, and the Trustee shall, to the extent necessary, promptly authenticate and mail
(or cause to be transferred by book-entry) to each such Noteholder a new note equal in principal
amount to any unpurchased portion of any Tendered Notes; provided, that each new note will be in a
principal amount of $2,000 or any integral multiple of $1,000 in excess thereof.




          The Company shall not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Company and such third party
purchases all Notes properly tendered and not withdrawn under its offer.




          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note or certain restrictive covenants and Events of Default with respect to this Note, in each
case upon compliance with certain conditions set forth in the Indenture.




          If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Noteholders of
the Notes of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Noteholders of not less than 50% in principal amount of the Notes
at the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Noteholders of specified percentages in principal amount of the Notes of each series
at the time Outstanding, on behalf of the Noteholders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note
shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.




          As provided in and subject to the provisions of the Indenture, the Noteholder of this Note
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Noteholder
shall have previously given the Trustee written notice of a continuing Event of Default with
respect to the Notes of this series, the Noteholders of not less than 25% in principal amount of
the Notes of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Noteholders of a majority in
principal




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amount of Notes of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the
Noteholder of this Note for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place where the principal of
and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Noteholder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.




          The Notes of this series are issuable only in registered form without coupons in denominations
of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Noteholder surrendering the same.




          No service charge shall be made to a Noteholder for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.




          Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.




          All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.





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