Exhibit 3

                       AMENDMENT NO. 2 TO RIGHTS AGREEMENT


            Amendment No. 2, dated as of July 6, 2003 (the "Amendment"), between
NAUTICA ENTERPRISES,  INC., a Delaware  corporation (the "Company"),  and MELLON
INVESTOR SERVICES LLC, a New Jersey limited liability  company,  as Rights Agent
(the "Rights Agent").

            WHEREAS,  the Company  and the Rights  Agent  entered  into a Rights
Agreement, dated as of November 2, 2001, as amended by Amendment No. 1, dated as
of June 26, 2003 (the "Rights Agreement");

            WHEREAS,  the Company intends to enter into an Agreement and Plan of
Merger with VF Corporation,  a Pennsylvania corporation ("Parent"),  and Voyager
Acquisition Corporation,  a Delaware corporation and a wholly-owed subsidiary of
Parent ("Merger Subsidiary");

            WHEREAS,  the Company has been  advised  that  Harvey  Sanders,  the
Harvey Sanders Grantor  Retained Income Trust and David Chu intend to enter into
a Voting Agreement with Parent and Merger Subsidiary; and

            WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 28 of the Rights Agreement;

            NOW,  THEREFORE,   in  consideration  of  the  premises  and  mutual
agreements  set forth in the Rights  Agreement and this  Amendment,  the parties
hereby agree as follows:

            1. AMENDMENT TO DEFINITION OF ACQUIRING PERSON.  Section 1(a) of the
Rights  Agreement  is hereby  amended to add the  following  sentence at the end
thereof:

            Notwithstanding  anything  to the  contrary in this  Agreement,  (A)
            neither  Parent,  Merger  Subsidiary  nor  any of  their  respective
            Affiliates or Associates  shall be deemed to be an Acquiring  Person
            solely by virtue of (x) the  execution  and  delivery  of the Merger
            Agreement,  (y) the  acquisition  of Common  Shares  pursuant to the
            Merger Agreement or (z) the  consummation of the other  transactions
            contemplated in the Merger Agreement and (B) neither Parent,  Merger
            Subsidiary,  Harvey  Sanders,  the Harvey Sanders  Grantor  Retained
            Income Trust,  David Chu nor any of their  respective  Affiliates or
            Associates  shall be  deemed  to be an  Acquiring  Person  solely by
            virtue of (x) the execution and delivery of the Voting  Agreement or
            (y) any actions taken or effected  pursuant to the Voting  Agreement
            (each of the events set forth in the foregoing  clauses (A) and (B),
            an "Exempt Event").

            2. NEW  DEFINITIONS.  Section 1 of the  Rights  Agreement  is hereby
amended to add the following defined terms at the end thereof:

<PAGE>

                  (ii)  "Exempt  Event"  shall  have the  meaning  set  forth in
            Section 1(a) hereof.

                  (jj) "Merger  Agreement"  shall mean the Agreement and Plan of
            Merger dated as of July 7, 2003 among the Company, VF Corporation, a
            Pennsylvania   corporation   ("Parent"),   and  Voyager  Acquisition
            Corporation, a Delaware corporation and a wholly-owned subsidiary of
            Parent ("Merger  Subsidiary")  (as it may be amended or supplemented
            from time to time).

                  (kk) "Merger  Subsidiary"  shall have the meaning set forth in
            Section 1(jj) hereof.

                  (ll)  "Parent"  shall  have the  meaning  set forth in Section
            1(jj) hereof.

                  (mm) "Voting  Agreement" shall mean the Voting Agreement dated
            as of July 7, 2003 among Parent, Merger Subsidiary,  Harvey Sanders,
            the Harvey Sanders  Grantor  Retained Income Trust and David Chu (as
            it may be amended or supplemented from time to time).

            3. AMENDMENT TO DEFINITION OF FINAL EXPIRATION DATE. Section 7(a) of
the Rights  Agreement is hereby amended by replacing clause (i) thereof with the
following  (and  Exhibit  B to the  Rights  Agreement  shall be  deemed  amended
accordingly):

            (i) (x) the Close of Business  on November  12, 2011 or (y) the time
            immediately  prior to the  Effective  Time (as defined in the Merger
            Agreement)  (the  earlier  to  occur  of (x)  and  (y),  the  "Final
            Expiration Date").

The  Company  hereby  agrees to  promptly  notify  the  Rights  Agent  after the
occurrence  of the  Effective  Time stating that the Final  Expiration  Date has
occurred.

            4. AMENDMENT TO SECTION 13(A). Section 13(a) of the Rights Agreement
is hereby amended by adding the following sentence at the end thereof:

            Notwithstanding  anything  to the  contrary in this  Agreement,  the
            provisions  of this Section 13 and Section 14 hereof shall not apply
            to any Exempt Event.

            5.  AMENDMENT TO SECTION 31.  Section 31 of the Rights  Agreement is
hereby amended by adding the following sentence at the end thereof:

            Notwithstanding  the foregoing,  nothing in this Agreement  shall be
            construed to give any holder of Rights or any other Person any legal
            or  equitable  rights,  remedy  or claim  under  this  Agreement  in
            connection with any Exempt Event.

            6.  MISCELLANEOUS.  The  term  "Agreement"  as  used  in the  Rights
Agreement  shall be deemed to refer to the Rights  Agreement as amended  hereby.
The amendments to the Rights Agreement set forth herein shall be effective as of
the date hereof and,  except as set forth  herein,  the Rights  Agreement  shall
remain in full force and effect and shall be otherwise  unaffected hereby.  This
Amendment  may be  executed  in any  number  of  counterparts,  and each of such
counterparts  shall  for all  purposes  be  deemed  an  original,  but all  such
counterparts shall together constitute but one and the same instrument. Headings

<PAGE>

of the several  Sections of the Amendment are inserted for convenience  only and
shall not control or affect the meaning or construction of any of the provisions
hereof. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware  applicable  to contracts to be made and performed
entirely within such State; PROVIDED, HOWEVER, that all provisions regarding the
rights,  duties and  obligations  of the Rights  Agent  shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts made and to be performed entirely within such State.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.



                                        NAUTICA ENTERPRISES, INC.



                                        By: /S/ WAYNE A. MARINO
                                            ------------------------------------
                                            Name:  Wayne A. Marino
                                            Title: Senior Vice President &
                                                   Chief Financial Officer


                                        MELLON INVESTOR SERVICES LLC,
                                        as Rights Agent



                                        By: /S/ CONSTANCE ADAMS
                                            ------------------------------------
                                            Name:  Constance Adams
                                            Title: Assistant Vice President