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                          THIRD AMENDMENT TO VANS, INC.
                         DEFERRED COMPENSATION AGREEMENT
                              FOR WALTER SCHOENFELD

         This Third Amendment to Vans, Inc. Deferred Compensation Agreement is
made and entered into, and is effective, as of this _____ day of October, 2002,
by and between VANS, INC., a Delaware corporation (the "Company"), and WALTER
SCHOENFELD (the "Executive"), with reference to the following facts:

         A.       As of June 1, 1996, the Company and the Executive entered into
that certain "Vans, Inc. Deferred Compensation Agreement for Walter Schoenfeld"
(the "Agreement");

         B.       As of June 1, 1996, the Company and the Executive entered into
the First Amendment to the Agreement;

         C.       As of December 15, 2000, the Company and the Executive entered
into the Second Amendment to the Agreement;

         D.       The Executive and the Company hereby desire to amend the
Agreement as amended by the First Amendment and the Second Amendment. It is not
the intention of the parties to alter (i) the status of the Company's obligation
to pay deferred compensation under the Agreement as amended by the First
Amendment and the Second Amendment as an unfunded and unsecured promise to pay
money to the Executive in the future; or (ii) the rights of any general
creditors of the Company to the assets of the Company, including without
limitation, the amounts deposited with the trustee of the Trust Under Vans, Inc.
Deferred Compensation Plan; and

         E.       The Executive and the Company desire to amend the Agreement as
amended by the First Amendment and the Second Amendment in the following
particulars only:

         NOW, THEREFORE, in consideration of the foregoing recitals, and the
agreements hereinafter set forth, the parties hereto agree as follows:

                  1.       Section 2(a) of the Agreement shall be amended to
read as follows:

                           (a)      Subject to Section 2(b) hereof, the Company
         shall pay to the Executive, and following the Executive's death, to
         ESTHER SCHOENFELD (the "Spouse"), if she shall survive the Executive,
         and is married to the Executive on the date of his death, the remaining
         balance in the Trust on January 31, 2005, in quarterly amounts on
         February 15, 2005, May 15, 2005, August 15, 2005 and November 15, 2005.

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                           Each quarterly payment shall be grossed up for
         Federal withholding taxes and California withholding taxes, if any,
         including Social Security, Medicare, and any employment taxes. For the
         purpose of determining the amount of the gross up for each quarterly
         payment from the Trust, the quarterly payment shall be considered to be
         the lower of one-quarter of the balance in the Trust on January 31,
         2001, or January 31, 2005. On April 1, 2006, an additional amount shall
         be paid to Executive on a grossed up basis in an amount that will
         permit him to have funds available to pay any remaining tax due on the
         2005 quarterly payments. For the purpose of this April 1, 2006 payment,
         the quarterly payments shall be considered to be equal to one-quarter
         of the lower of the then balance in the Trust on January 31, 2001 or
         January 31, 2005.

                           For payments made in 2005, gross up will be
         determined on the basis of supplemental wage withholding if that method
         is available in 2005, plus Medicare, any applicable California
         withholding tax, and employment taxes. For the purpose of determining
         the amount of any remaining tax due on the 2005 quarterly payments, the
         Executive's income tax (Federal and California, if any) shall be
         determined with and without the grossed up quarterly payments as
         determined above with the difference the amount to be grossed up for
         payment due April 15, 2006 on the remaining tax attributable to the
         2005 grossed up payments.

                           The payments required pursuant to this Section 2(a)
         shall be made solely to the Executive and, upon his death, such
         payments shall thereafter be made to the Spouse, if she is then living,
         or her estate if she dies before the payments are complete provided
         that she is married to the Executive on the date of his death. If the
         Spouse shall survive the Executive, but not be married to the Executive
         on the date of his death, or does not survive the Executive, the amount
         in the Trust on January 31, 2005, less payments, if any, made from the
         Trust plus gross up as determined above on the remaining payments shall
         be paid to the estate of the Executive.

                  2.       Section 13 of the Agreement shall be amended to read
         as follows:

                           13.      Future Employment.

                                    Nothing contained herein shall be construed
                  as conferring upon the Executive the right to continue in the
                  employ of the Company as an executive or in any other
                  capacity, or to interfere with the Company's right to
                  discharge the Executive pursuant to his Employment Agreement
                  with the Company.

                           Executive is a party to an employment agreement with
                  the Company dated December 1, 1995 as amended and it is his
                  current intent to provide services thereunder until December
                  31, [2004]. Executive agrees to retire on December 31, [2004].
                  Notwithstanding the foregoing, in the event Executive retires
                  prior to December 31, [2004], the payments provided in Section
                  2(a) of this Agreement from the Trust, including gross up as
                  determined above, shall be based upon the remaining balance in
                  the Trust on the 15th of the month following the month of

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                  retirement and shall be payable in a lump sum prior to the end
                  of such month with a gross up payment, as determined above, to
                  cover the tax due on such payment. Gross up shall be
                  determined based upon the lower of the balance in the Trust on
                  January 31, 2001 or the 15th of the month following the month
                  of retirement.

                  3.       Except as expressly amended hereby, the Agreement as
         amended by the First Amendment and the Second Amendment is hereby
         ratified, affirmed and approved in all respects.

                  4.       This Amendment may be executed in any number of
         counterparts, each of which when so executed and delivered shall
         constitute an original, but such counterparts together shall constitute
         one and the same Amendment.

                                    "Company"

                                    VANS, Inc., a Delaware corporation

                                    By: /s/ Craig E. Gosselin
                                        --------------------------------------

                                    "Executive"

                                    By: /s/ Walter Schoenfeld
                                        --------------------------------------
                                            Walter Schoenfeld

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