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Exhibit 10(G)


VF CORPORATION EXECUTIVE INCENTIVE COMPENSATION PLAN

As Amended and Restated February 11, 2003



I. INTRODUCTION




	 	 	 	The objective of the Executive Incentive Compensation Plan, as amended and
restated (the “Plan”), is to provide incentive bonus compensation to the
most senior members of the management team of VF Corporation (the “Company”)
upon the achievement of performance goals established for the Company for
each fiscal year. The Plan is intended to provide an additional means to
attract and retain talented executives, and to link a significant element of
each participant’s compensation opportunity to measures of the Company’s
performance, in order to motivate the Company’s senior management team
toward an even greater contribution to the results of the Company.



II. DEFINITIONS




	 	A.	 	EICP COMMITTEE — The members of the Organization and Compensation
Committee of the Board of Directors of the Company who are intended to
be “outside directors” as defined or interpreted for purposes of
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”).
	 
	 	B.	 	PARTICIPANT — An employee of the Company or a subsidiary who has
been designated by the Board of Directors of the Company as an
“executive officer” of the Company pursuant to Rule 16a-1(f) of the
Securities Exchange Act of 1934 and selected for participation in a
given Plan Period by the EICP Committee.
	 
	 	C.	 	PERFORMANCE OBJECTIVE — The performance goal established by the
EICP Committee for each Plan Period, which must be reached as a
condition to payment of an Incentive Award for that Plan Period. The
Performance Objective shall be comprised of specified corporate,
business group or divisional levels of performance relating to one or
more of the following performance criteria: earnings per share; net
earnings; pretax earnings; profit before taxes; operating income; net
sales; market share; balance sheet measurements; cash return on assets;
return on capital, book value; shareholder return, or return on average
common equity.
	 
	 	D.	 	PLAN PERIOD — The Company’s fiscal year, commencing with the 1994
fiscal year; provided, however, that the EICP Committee may specify a
different Plan Period to meet unusual circumstances.



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	 	E.	 	RETIREMENT — As used in the Plan, Retirement is defined as
withdrawal from the regular workforce and entitlement to early, normal
or late retirement benefits, in accordance with the Company’s pension
plan.
	 
	 	F.	 	TARGET INCENTIVE AWARD — The target incentive bonus established by
the EICP Committee for a Participant for a Plan Period.



III. OPERATION OF THE PLAN




	 	A.	 	ESTABLISHMENT OF TARGET INCENTIVE AWARDS AND PERFORMANCE OBJECTIVE
 — No later than 90 days after the commencement of each Plan Period but
in no event after more than 25% of the Plan Period has elapsed, the
EICP Committee will establish in writing a Target Incentive Award for
each Participant for such Plan Period and the Performance Objective for
such Participant. The EICP Committee will establish in writing a range
of values for the Performance Objective for such Plan Period, which
values will represent a percentage of the Target Incentive Award that
may be earned for achievement of the Performance Objective at a
corresponding level (the “Incentive Awards”), subject to Section III.
C. For example, the EICP Committee may establish a threshold level of
achievement of the Performance Objective which, if not attained, will
result in no Incentive Award, and the EICP Committee likewise may
establish a “stretch” level of achievement of the Performance Objective
which, if attained, will result in an Incentive Award equal to greater
than 100% of the Target Incentive. In establishing the level of
Performance Objective to be attained, the EICP Committee may disregard
or offset the effect of such factors as extraordinary and/or
nonrecurring items as determined by the Company’s outside accountants
in accordance with generally accepted accounting principles, and
changes in accounting standards as may be required by the Financial
Accounting Standards Board.
	 
	 	B.	 	CALCULATION OF INCENTIVE AWARDS — Incentive Awards will be paid to
each Participant by reference to the actual attainment of the
Performance Objective relative to the Performance Objective levels
established by the EICP Committee for the Plan Period. Notwithstanding
the foregoing or any provision of Section IV, the EICP Committee may,
in its sole discretion, exercise negative discretion to reduce earned
Incentive Awards. In addition, in the case of a Participant who is not
deemed by the Committee to be a “covered employee” for a given Plan
Period, the Committee may exercise discretion to increase the amount of
the Incentive Award determined hereunder.
	 
	 	C.	 	MAXIMUM INCENTIVE AWARD — Other provisions of the Plan
notwithstanding, in each calendar year a Participant may be authorized
to earn Incentive Awards under the Plan up to but not exceeding the
Participant’s Annual Limit. For this purpose, the Participant’s Annual
Limit shall equal $3.0 million plus the amount of the Participant’s
unused Annual Limit as of the close of the previous calendar 



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	 	 	 	year. For
this purpose, (i) “earning” means satisfying performance conditions so
that an amount becomes payable, without regard to whether it is to be
paid currently or on a deferred basis or continues to be subject to any
service requirement or other non-performance condition, and (ii) a
Participant’s Annual Limit is used to the extent an amount may be
potentially earned or paid under an Incentive Award, regardless of
whether such amount is in fact earned or paid.
	 
	 	D.	 	PAYMENT OF INCENTIVE AWARDS — Payment of Incentive Awards for a
Plan Period will be made as soon as practicable following the EICP
Committee’s certification in writing as to the level of Performance
Objective attained for the Plan Period, except to the extent (i) the
Committee has specified that Incentive Awards will be paid on a
deferred basis or subject to additional conditions to payment, or (ii)
payment has been deferred by the Participant pursuant to any Company
deferred compensation plan then in effect.



     IV.     CONTINGENCIES



	 	A.	 	EMPLOYMENT TERMINATION — Except as provided in Sections IV. B, IV.
C and IV. E regarding permanent disability, death and Retirement, or
unless the EICP Committee exercises its discretion under Section IV. D,
a Participant who terminates employment voluntarily or who is
terminated involuntarily prior to his receipt of an Incentive Award
payment under this Plan forfeits all such payments, except as provided
under the terms of any required or permitted deferral of such payments.
A Participant who is employed by the Company at the end of a Plan
Period shall not be deemed or considered to have accrued any right to
or vested in an Incentive Award for the Plan Period.
	 
	 	B.	 	PERMANENT DISABILITY — A Participant whose employment with the
Company is terminated by reason of permanent disability is eligible to
participate in the Plan for the Plan Period in which he becomes
permanently disabled. The Incentive Award payment will be calculated as
if employment had continued throughout the Plan Period, but, unless
otherwise determined by the Committee, the amount of the Incentive
Award payable will be prorated according to the Participant’s actual
length of active service during the Plan Period.
	 
	 	C.	 	DEATH — The estate of a Participant whose employment with the
Company is terminated by reason of death during a Plan Period is
eligible to receive a pro rata share of the Incentive Award payment to
which the Participant would have been entitled. The Incentive Award
payment will be calculated as if employment had continued throughout
the Plan Period, but, unless otherwise determined by the Committee, the
amount of the Incentive Award payable will be prorated according to the
Participant’s actual length of active service during the Plan Period.



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	 	D.	 	EICP COMMITTEE DISCRETION — The EICP Committee may grant an
Incentive Award for a Plan Period to a terminated employee who had been
a Plan
Participant for part or all of the Plan Period if, in the EICP
Committee’s judgment, the payment of such Incentive Award would be in the
best interest of the Company. Subject to the Committee’s negative
discretion under Section III. C above, any such Incentive Award payment
will be calculated as if termination had not occurred, but, unless
otherwise determined by the Committee, with payment prorated according to
the Participant’s actual length of active service during the Plan Period.
	 
	 	E.	 	RETIREMENT — A Participant whose Retirement occurs prior to the
distribution of an Incentive Award for a Plan Period does not forfeit
the payment of such Incentive Award. The Incentive Award payment will
be calculated as if Retirement had not occurred, but, unless otherwise
determined by the Committee, payment will be prorated according to the
Participant’s actual length of active service during the Plan Period.



V. ADMINISTRATION




	 	 	The EICP Committee shall have the authority and responsibility for all
aspects of administration of the Plan, including but not limited to:




	 	A.	 	Interpretation of the Plan.
	 
	 	B.	 	Establishment of the Target Incentive Awards, Performance Objective
and related terms under Section III. A. for each Plan Period.
	 
	 	C.	 	Certification in writing as to the level of each Performance
Objective attained for each Plan Period, and that other material terms
upon which payment of Incentive Awards was conditioned have been
satisfied.
	 
	 	D.	 	Determination of Incentive Awards and final approval of payments to
Participants.
	 
	 	E.	 	Determination of permanent disability and Retirement for purposes
of the Plan.
	 
	 	F.	 	Payment of a prorated award to a terminated employee under Section
IV. D. if, in its judgment, the payment of such Incentive Award would
be in the best interest of the Company.
	 
	 	G.	 	Certification of death for the purpose of payment of a prorated
Incentive Award to the estate of a Participant.




	 	 	The EICP Committee may delegate to specified officers or employees of the
Company authority to perform ministerial functions under the Plan.



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VI. AMENDMENT AND TERMINATION




	 	 	The EICP Committee shall have the power to amend, modify, suspend or
terminate any part of the Plan at any time; provided, however, that, (i) any
such change to the Plan that is beyond the delegated authority of the EICP
Committee shall be subject to the approval of the Board of Directors of the
Company, and (ii) any such amendment or modification shall be subject to the
approval of the shareholders of the Company if such shareholder approval is
required to preserve the Company’s federal income tax deduction for
Incentive Awards paid under the Plan pursuant to the “other
performance-based compensation” exception in Section 162(m)(4)(C) of the
Code.



VII. GENERAL PROVISIONS




	 	A.	 	NO RIGHT TO EMPLOYMENT — Eligibility to receive an Incentive Award
or the grant of an Incentive Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company, nor
will it affect in any way the right of the Company to terminate such
employment at any time, with or without cause. In addition, the Company
may at any time dismiss a Participant from employment free from any
liability or any claim under the Plan, unless otherwise expressly
provided in the Plan.
	 
	 	B.	 	NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS — Nothing contained in
the Plan shall prevent the Company from adopting or continuing in
effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in
specific cases.
	 
	 	C.	 	TAX WITHHOLDING. The Company will deduct from any Incentive Award
or other payment to a Participant any Federal, state, or local
withholding or other tax or charge which the Company is then required
to deduct under applicable law.
	 
	 	D.	 	NON-TRANSFERABILITY. The opportunity to earn an Incentive Award,
any resulting Incentive Award, and any other purported right hereunder
shall be non-assignable and non-transferable, and shall not be pledged,
encumbered, or hypothecated to or in favor of any party other than the
Company or a subsidiary or subject to any lien, obligation, or
liability of the Participant to any party other than the Company or a
subsidiary.
	 
	 	E.	 	GOVERNING LAW — The validity, construction and effect of the Plan
or any Incentive Award hereunder shall be determined in accordance with
the laws of the State of North Carolina, without giving effect to
principles of conflicts of laws.
	 
	 	F.	 	SEVERABILITY — If any provision of the Plan or any Incentive Award
is or becomes or is deemed to be invalid, illegal or unenforceable in
any jurisdiction or 



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	 	 	 	would disqualify the Plan or any Incentive Award
under any law deemed applicable by the EICP Committee, such provision
shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the EICP Committee,
materially altering the purpose or intent of the Plan or the Incentive
Award, such provision shall be stricken as to such jurisdiction or
Incentive Award, and the remainder of the Plan or any such Incentive
Award shall remain in full force and effect.
	 
	 	G.	 	NO TRUST OR FUND CREATED — Neither the Plan nor any Incentive Award
shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company and a Participant
or any other person. To the extent that any Participant or other person
acquires a right to receive payments from the Company pursuant to the
Plan, such right shall be no greater than the right of any unsecured
general creditor of the Company.
	 
	 	H.	 	HEADINGS — Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.



VIII. EFFECTIVE DATE




	 	 	The Plan is effective initially for the fiscal year ended December 31, 1994,
subject to approval by the shareholders of the Company at the annual meeting
of shareholders on April 19, 1994. The amendment and restatement of the
Plan is effective for the fiscal year ending January 3, 2004, subject to the
approval of shareholders of the Company at the Annual Meeting of
Shareholders on April 22, 2003.




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