V F CORP /PA/, PRE 14A, 1998-02-27

V F CORP /PA/
PRE 14A, 1998-02-27
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

VF CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------
<PAGE> 2
[LOGO]

VF CORPORATION

March 17, 1998

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders
of VF Corporation, which will be held on Tuesday, April 21, 1998, at The Inn at
Reading, Park Road & Warren Street By-Pass, Wyomissing, Pennsylvania, commencing
at 10:30 a.m. Your Board of Directors and management look forward to greeting
personally those shareholders able to attend.

At the meeting, shareholders will be asked to elect three directors,
approve an amendment to the Corporation's articles of incorporation to increase
the number of our authorized shares of Common Stock from 150,000,000 to
300,000,000 and consider such other matters as may properly come before the
meeting.

Your Board of Directors recommends a vote FOR the election of the
persons nominated to serve as directors and FOR the amendment to the articles of
incorporation to increase our authorized shares of Common Stock.

Regardless of the number of shares you own or whether you plan to
attend, it is important that your shares be represented and voted at the
meeting. You are requested to sign, date and mail the enclosed proxy promptly.

Your interest and participation in the affairs of the Corporation are
most appreciated.

Sincerely,

L. R. Pugh
Chairman of the Board
<PAGE> 3
[LOGO]

VF CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 21, 1998

March 17, 1998

To the Shareholders of VF CORPORATION:

The Annual Meeting of Shareholders of VF Corporation will be held at
The Inn at Reading, Park Road & Warren Street By-Pass, Wyomissing, Pennsylvania,
on Tuesday, April 21, 1998, at 10:30 a.m., for the following purposes:

(1) to elect three directors to hold office until the 2001 Annual
Meeting of Shareholders;

(2) to consider and vote upon a proposal to amend the
Corporation's articles of incorporation to increase the number
of shares of Common Stock that the Corporation is authorized
to issue from 150,000,000 to 300,000,000 (see page 21 of the
accompanying proxy statement); and

(3) to transact such other business as may properly come before
the meeting and at any adjournments thereof.

A copy of the Annual Report for 1997 is enclosed for your information.

Only shareholders of record as of the close of business on March 3,
1998 will be entitled to notice of and to vote at the meeting.

By Order of the Board of Directors

Candace S. Cummings
Vice President-Administration,
General Counsel and Secretary

YOUR VOTE IS IMPORTANT

YOU ARE URGED TO SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
<PAGE> 4
PROXY STATEMENT

FOR THE 1998 ANNUAL MEETING OF SHAREHOLDERS OF VF CORPORATION

This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of VF Corporation to be voted at the Annual
Meeting of Shareholders of the Corporation on April 21, 1998 and at any
adjournment or adjournments of the meeting (the "Meeting") for the purposes
described in the foregoing notice of the Meeting. Proxies validly executed by
shareholders and received by the Corporation prior to the Meeting will be voted
in accordance with the instructions contained thereon. If no instructions are
given, a proxy will be voted (1) for the election of the three nominees proposed
for election as directors and (2) for the approval of the amendment to the
Corporation's articles of incorporation to increase the number of authorized
shares of Common Stock from 150,000,000 to 300,000,000 (the "Share Proposal").

The securities entitled to vote at the Meeting consist of shares of
Common Stock and Series B ESOP Convertible Preferred Stock ("Series B Stock") of
the Corporation. At the close of business on March 3, 1998, there were
____________ outstanding shares consisting of ____________ shares of Common
Stock and ____________ shares of Series B Stock. Each share of Common Stock is
entitled to one vote and each share of Series B Stock is entitled to two votes.
Only holders of record at the close of business on March 3, 1998 will be
entitled to notice of and to vote at the Meeting. Shareholders entitled to cast
at least a majority of the votes that all shareholders are entitled to cast must
be present at the Meeting in person or by proxy to constitute a quorum for the
transaction of business. A plurality of the votes cast at the Meeting is
required for the election of directors. The affirmative vote of a majority of
the votes cast at the Meeting is required to approve the Share Proposal.
Abstentions and broker non-votes will be counted for the purpose of determining
a quorum but neither will be counted in the election of directors or for the
approval of the Share Proposal.

All share amounts in this proxy statement reflect the two-for-one split
of the Corporation's Common Stock which was effective November 24, 1997.

A copy of the Corporation's Annual Report for the fiscal year ended
January 3, 1998 accompanies this proxy statement. No material contained in the
Annual Report is to be considered a part of the proxy solicitation material.

The mailing address of the Corporation's executive office is P.O. Box
1022, Reading, Pennsylvania 19603. The approximate date on which this proxy
statement and the form of proxy were first mailed or given to security holders
was March 17, 1998.

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<PAGE> 5
ELECTION OF DIRECTORS

The three persons listed below have been nominated by the Board of
Directors to serve as directors until the 2001 Annual Meeting. In accordance
with the Corporation's tenure policy, Leon C. Holt, Jr., who has attained the
age of 70, will not be standing for reelection. The Corporation acknowledges the
outstanding service rendered by Mr. Holt since his election as a director in
1983.

It is the intention of the persons named in the accompanying form of
proxy to vote such proxy for the election as directors of the following
nominees. In the event that any nominee is unable to serve or will not serve as
a director, it is intended that the proxies solicited hereby will be voted for
such other person or persons as may be nominated by the Board of Directors.
Vacancies in the Board of Directors may be filled by the Board of Directors, and
any director chosen to fill a vacancy would hold office until the next election
of the class for which such director had been chosen.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Year in Which Service
Name Principal Occupation as a Director Began
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
To Serve Until the
2001 Annual Meeting

Robert D. Buzzell, 64 .................. Distinguished Professor,
School of Business Administration -
George Mason University ............................... 1983

Edward E. Crutchfield, 56 .............. Chairman and Chief Executive
Officer, First Union Corporation ...................... 1992

George Fellows, 55 ..................... President and Chief Executive
Officer, Revlon, Inc. .................................. 1997
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

Dr. Buzzell has served as a Distinguished Professor at the School of
Business Administration of George Mason University since September 1993. He
served on the faculty of the Harvard Graduate School of Business Administration
from 1961 to 1993. Dr. Buzzell also serves as a director of Harleysville
Insurance Companies. He is a member of the Organization and Compensation, and
Pension Advisory Committees of the Board of Directors.

Mr. Crutchfield is the Chairman and Chief Executive Officer of First
Union Corporation (a banking and financial services company), a position that he
has held since 1985. The Corporation maintains banking relationships with First
Union. Mr. Crutchfield serves as a director of First Union Corporation, The
Liberty Corporation and Bernhardt Industries, Inc. He is a member of the Audit,
Finance, and Organization and Compensation Committees of the Board of Directors.

2
<PAGE> 6
Mr. Fellows is the President and Chief Executive Officer of Revlon,
Inc. and of Revlon Consumer Products Corporation, positions he has held since
January 1997. He was President and Chief Operating Officer of Revlon, Inc. and
Revlon Consumer Products Corporation from November 1995 until January 1997 and
has been a director of Revlon, Inc. since November 1995 and a Director of Revlon
Consumer Products Corporation since 1994. Mr. Fellows was Senior Executive Vice
President of Revlon, Inc. and of Revlon Consumer Products Corporation and
President and Chief Operating Officer of Revlon, Inc.'s Consumer Group from
February 1993 until November 1995. He became a member of the Audit and
Organization and Compensation Committees of the Board of Directors on February
10, 1998.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Year in Which Service
Name Principal Occupation as a Director Began
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Directors Whose Terms
Expire at the 2000 Annual Meeting

Robert J. Hurst, 52.................... Vice Chairman,
Goldman, Sachs & Co. ............................ 1994

M. Rust Sharp, 57 .................... Of Counsel, Pepper
Hamilton LLP (Attorneys) ........................ 1984

L. Dudley Walker, 67 ................ Chairman of the Board,
VF Knitwear, Inc. ............................... 1984
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

Mr. Hurst is Vice Chairman, Executive Committee member and head of the
Investment Banking Division of Goldman, Sachs & Co. (an international investment
banking and securities firm). The Corporation maintains investment banking
relations with Goldman, Sachs. Mr. Hurst also serves as a director of USF&G
Corporation. He is a member of the Finance and Nominating Committees of the
Board of Directors.

Mr. Sharp has been Of Counsel to Pepper Hamilton LLP, a national law
firm headquartered in Philadelphia, Pennsylvania, since December 1996. He was
previously a partner with the law firm of Clark, Ladner, Fortenbaugh & Young, a
Philadelphia, Pennsylvania law firm. Pepper Hamilton LLP provides legal services
to the Corporation. Mr. Sharp is a director of Pennock Company, a national
wholesale florist. Mr. Sharp is a member of the Executive and Finance Committees
of the Board of Directors. (Also see Security Ownership of Certain Beneficial
Owners and Management.)

Mr. Walker served as President and Chief Executive Officer of
Bassett-Walker, Inc., a wholly-owned subsidiary of the Corporation, from 1960 to
1987; he has been a director of Bassett-Walker since 1952 and Chairman of its
Board since 1978. As of January 3, 1998, Bassett-Walker was renamed VF Knitwear,
Inc. Mr. Walker also serves as a director of Crestar Financial Corporation, a
bank holding company, Crestar Bank and Hooker Furniture Corp. He is a member of
the Pension Advisory Committee of the Board of Directors.

3
<PAGE> 7
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Year in Which Service
Name Principal Occupation as a Director Began
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Directors Whose Terms
Expire at the 1999
Annual Meeting

Ursula F. Fairbairn, 55 .......... Executive Vice President-Human
Resources & Quality, American
Express Company ................................. 1994

Barbara S. Feigin, 60 ............ Executive Vice President,
Grey Advertising Inc. ........................... 1987

Mackey J. McDonald, 51 ........... President and Chief Executive Officer
of the Corporation .............................. 1993

William E. Pike, 69 .............. Former Executive Vice President,
J.P. Morgan & Co. Incorporated .................. 1972

Lawrence R. Pugh, 65 .......... Chairman of the Board and Chairman
of the Executive Committee
of the Corporation .............................. 1980
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

Mrs. Fairbairn joined American Express (a financial services company)
as Executive Vice President-Human Resources & Quality in December 1996. From
1990 until joining American Express, she served as Senior Vice President of
Human Resources of Union Pacific Corporation. Mrs. Fairbairn also serves as a
director of General Signal Corp. She is a member of the Organization and
Compensation, and Pension Advisory Committees of the Board of Directors.

Mrs. Feigin is Executive Vice President and Worldwide Director of
Strategic Services of Grey Advertising Inc., a position she has held since 1983.
Mrs. Feigin also serves as a director of Circuit City Stores, Inc. She is a
member of the Audit, Nominating, and Organization and Compensation Committees of
the Board of Directors.

Mr. McDonald joined the Corporation's Lee subsidiary in 1983. He served
in various managerial positions with the Corporation's subsidiaries until 1991
when he was named a Group Vice President of the Corporation. In 1993, Mr.
McDonald was elected President and a director of the Corporation. Effective
January 1, 1996, Mr. McDonald also assumed the position of Chief Executive
Officer. He is a director of First Union Corporation and Hershey Foods
Corporation. Mr. McDonald is a member of the Executive Committee and serves as
an ex officio member of all other committees of the Board, except the Audit,
Nominating, and Organization and Compensation Committees.

4
<PAGE> 8
Mr. Pike was Executive Vice President of J.P. Morgan & Co. Incorporated
prior to his retirement in 1989. Mr. Pike serves as a director of American
States Insurance Company. He is a member of the Executive, Finance, Nominating,
and Organization and Compensation Committees of the Board of Directors. (Also
see Security Ownership of Certain Beneficial Owners and Management.)

Mr. Pugh joined the Corporation in 1980 and served as Chief Executive
Officer from 1982 until December 31, 1995, when he relinquished the CEO
position. Mr. Pugh retired in 1997. He continues to serve as Chairman of the
Board. He is a director of Mercantile Stores Company, Inc., Milliken & Company
and UNUM Corporation. Mr. Pugh is Chairman of the Executive Committee of the
Board and serves as an ex officio member of all other committees of the Board,
except the Audit, Nominating, and Organization and Compensation Committees.

DIRECTORS' COMPENSATION

Each director other than Mr. McDonald is paid an annual stipend of
$28,000, payable monthly, plus a fee of $1,200 for each Board meeting attended.
Each such director who serves on a committee is paid $1,000 for each meeting
attended which is held on a day when a meeting of the Board is not convened and
$500 for each meeting attended which is held on a day when a meeting of the
Board is convened. Each such director serving as a chairman of a committee
receives an additional stipend of $200 for each committee meeting attended which
is held on a day when a meeting of the Board is not convened and $100 for each
committee meeting attended held on a day when a meeting of the Board is
convened. The Chairman of the Board receives an additional annual stipend of
$25,000, payable monthly, but does not receive meeting fees. Travel and lodging
expenses are reimbursed. Mr. McDonald, the only director who is also an employee
of the Corporation, does not receive any compensation in addition to his regular
salary for attendance at meetings of the Board or any of its committees. Each
director may elect to defer all or part of his or her stipend and fees into
equivalent units of the Corporation's Common Stock under the VF Deferred Savings
Plan for Non-Employee Directors. All Common Stock equivalent units receive
dividend equivalents. Deferred sums are payable to the participant upon
termination of service or such later date specified in advance by the
participant. Five directors elected to defer compensation in 1997.

Under the 1996 Stock Compensation Plan approved by shareholders at the
1997 Annual Meeting of Shareholders, each director is eligible to receive grants
of non-qualified stock options to purchase shares of Common Stock and restricted
share awards. In prior years, grants were made to directors in December of each
year. In 1997, the decision was made to defer grants of stock options to
employees of the Corporation and its subsidiaries to February 1998. Consistent
with this decision, grants to directors were also deferred to February 1998.
(See Stock Options on page 12) Accordingly, no stock options were granted to
directors in 1997.

Each director is eligible to participate in the Corporation's matching
gift program for institutions of higher learning and National Public Television
and Radio up to an aggregate of $10,000 per year.

5
<PAGE> 9
The Corporation has never provided pension, medical or life insurance
benefits to its non-employee directors.

BOARD MEETINGS AND COMMITTEES

During 1997, there were eight meetings of the Board of Directors. All
members of the Board attended at least 75% of the total number of meetings of
the Board and all committees on which they served.

Consistent with what it perceives to be good principles of corporate
governance, the Corporation's historic practice has been to require that the
majority of its Board consists of directors who have never served as employees
of the Corporation, currently nine of twelve directors. The Board has Audit,
Executive, Finance, Nominating, Organization and Compensation, and Pension
Advisory Committees. The following committees of the Board have primary
responsibility for audit, nomination or compensation matters and consist solely
of non-employee directors.

AUDIT COMMITTEE: This committee has primary responsibility to review
accounting procedures and methods employed in connection with audit programs and
related management policies. Its duties include (1) selecting the independent
auditors for the Corporation, (2) reviewing the scope of the audit to be
conducted by them, (3) meeting with the independent auditors concerning the
results of their audit and (4) overseeing the scope and adequacy of the
Corporation's system of internal accounting controls. The Audit Committee is the
principal liaison between the Board of Directors and the independent auditors
for the Corporation. The members of the committee are Messrs. Crutchfield
(Chairman), Fellows, Holt and Mrs. Feigin. The committee held three meetings
during 1997. Mr. Fellows became a member of the committee in 1998.

NOMINATING COMMITTEE: The responsibilities of this committee include
the screening of potential candidates for director and the recommendation of
candidates to the Board of Directors. The Corporation's By-Laws provide that a
shareholder may nominate a person for election as a director if written notice
of the shareholder's intent to nominate a person for election as a director at a
meeting is received by the Secretary of the Corporation (1) in the case of an
Annual Meeting, not less than 150 days prior to the date of the Annual Meeting
or (2) in the case of a special meeting at which directors are to be elected,
not later than seven days following the day on which notice of the meeting was
first mailed to shareholders. The notice must contain specified information
about the shareholder and the nominee, including such information as would be
required to be included in a proxy statement pursuant to the rules and
regulations established by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The committee will
consider suggestions from the Corporation's shareholders, which should be
submitted to the Secretary of the Corporation. The committee may refuse to take
action on such recommendation, in which case the shareholder proposing the
nominee would have to follow the formal procedures set forth in the By-Laws. The
members of the committee are Mrs. Feigin (Chairman), and Messrs. Hurst and Pike.
The committee held three meetings during 1997.

6
<PAGE> 10
ORGANIZATION AND COMPENSATION COMMITTEE: It is the responsibility of
this committee to make a continuing review of the Corporation's compensation and
benefit programs, to consider its organizational structure, including management
development and succession, and to make recommendations to the Board regarding
such programs and structure. This committee also has responsibility for (1)
reviewing and recommending to the Board salary and incentive compensation for
the Corporation's Chief Executive Officer and other executive officers and (2)
reviewing and recommending to the Board of Directors short-term and long-term
incentive compensation programs and setting performance goals. The members of
the committee are Messrs. Pike (Chairman), Buzzell, Crutchfield, Fellows and
Mrs. Fairbairn and Mrs. Feigin. The committee held two meetings during 1997.
Mr. Fellows became a member of the committee in 1998.

Compensation Committee Interlocks and Insider Participation -- As
indicated above, Mr. Crutchfield is Chairman and Chief Executive Officer of
First Union Corporation. Mr. McDonald is also a director of First Union
Corporation.

Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the 1934 Act, that might incorporate future filings, including this proxy
statement, in whole or in part, the following report and the Performance Graph
on page 17 shall not be incorporated by reference into any such filings.

ORGANIZATION AND COMPENSATION COMMITTEE REPORT

PRINCIPLES OF EXECUTIVE COMPENSATION PROGRAM

The goal of the Corporation's Executive Compensation Program (the
"Program") is to attract, retain and motivate the Corporation's management team
to produce above average returns for shareholders.

The Program incorporates three compensation objectives. First, the
Program seeks to offer total compensation at levels that are competitive with
other large U.S. based companies with which the Corporation may compete for
executive talent. The Organization and Compensation Committee of the Board (the
"Compensation Committee") has been advised that the Towers Perrin executive
compensation database, which includes executive compensation data for over 500
large U.S. based companies, fairly represents this group (the "Corporation's
Peer Group"). Second, the Program aims to provide incentives to executives based
on corporate and individual performance and to reward superior performance with
superior levels of compensation. Third, the Program seeks to encourage
maximization of long-term total shareholder return by providing executives with
long-term incentives tied to stock value which will create similar interests
among the shareholders and executives. The Corporation balances each of the
Program's objectives by establishing target compensation levels for executive
pay which are achieved through a combination of base salary, annual incentive
pay, restricted stock and stock options designed to create long-term incentives.

It is the philosophy of the Corporation that a significant portion of
each executive's total compensation should be at-risk based on the financial
performance of

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<PAGE> 11
the Corporation. The at-risk components of total compensation are progressively
greater for higher level positions. For 1997, the at-risk components of the
targeted cash compensation packages for executive officers named in this proxy
statement ranged from 64% to 70%.

COMPETITIVE COMPENSATION TARGETS

Total compensation targets, consisting of base salary and annual and
long-term incentive awards, are set annually for all management positions.
Information provided by the Corporation's independent compensation consultant
regarding the Corporation's Peer Group as well as companies within the S&P
Textile (Apparel Manufacturers) Index together with analysis of published survey
materials and relevant proxy statements form the Compensation Committee's basis
for establishing compensation targets.

In general, commensurate with each position's responsibility and impact
on results, total compensation for each of the Corporation's executive officers
is targeted to be at the 75th percentile of compensation paid to executives in
comparable positions within the Corporation's Peer Group only if targeted
performance goals established by the Compensation Committee under the
Corporation's Executive Incentive Compensation Plan ("EIC Plan") and
Discretionary Executive Bonus Plan ("DEB Plan") are met.

Under the EIC Plan, a performance goal based on the Corporation's
primary earnings per share, excluding the effects of extraordinary and
non-recurring items, is set each year by the Compensation Committee. Depending
upon the level of achievement of the performance goal, annual awards may range
from 0 to 150% of the target award for each EIC Plan participant. The maximum
individual award in any year is $1,500,000. The Committee may exercise
discretion to reduce awards generally or for any individual participant.

The purpose of the DEB Plan is to enable the Compensation Committee to
establish performance goals for senior members of management based on financial
measurements which may include but are not limited to the earnings per share
measurement provided for in the EIC Plan. Under the DEB Plan, the Board retains
the discretion to increase or decrease awards based on its evaluation of
individual performance and other factors it deems relevant.

Stock options are typically granted annually to provide executive
officers and other employees with a long-term incentive opportunity. The size of
each grant generally increases with the level of responsibility of the executive
officer. The grant to each executive officer named in this proxy statement also
depends upon the Compensation Committee's assessment of the individual's
performance. The Committee does not assign specific weighting to these factors.

SUMMARY OF ACTIONS TAKEN BY THE ORGANIZATION AND COMPENSATION COMMITTEE

1997 MERIT INCREASES

At its October 1996 meeting, the Compensation Committee approved merit
increase budgets for the Corporation and its subsidiaries based on competitive
data presented to the Committee on projected 1997 merit increase budgets for
comparable

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<PAGE> 12
United States companies. The Corporation's overall 1997 merit increase budget
was 4%. At its February 1997 meeting, the Committee approved salary increases to
be effective as of January 1, 1997. The salary increase for each executive
officer was based on the Committee's assessment of the individual's performance
and the individual's salary within his or her salary grade as well as salary
practices of comparable companies.

BONUS AWARDS

At its February 1997 meeting, the Compensation Committee fixed the EIC
Plan and DEB Plan performance targets for the Corporation and the targeted
bonuses for each participating executive. The dollar amount of each targeted
bonus was based upon a percentage of the midpoint of the salary range for the
executive's position. At its February 1998 meeting, the Committee granted EIC
Plan and DEB Plan awards to the named executive officers based on the
Corporation having substantially exceeded the EIC Plan and DEB Plan performance
targets for 1997 and a review and assessment by the Committee of the performance
of the named executive officers. In setting the EIC Plan and DEB Plan awards,
the Committee gave primary weight to the level of achievement of the respective
performance targets.

STOCK OPTION AND RESTRICTED STOCK AWARDS

In prior years, the Compensation Committee approved stock option grants
at its December meeting while awards of cash bonuses occurred at its February
meeting after the completion of the fiscal year in respect of which the cash
bonuses were awarded. The decision was made in 1997 to defer consideration of
the grant of stock options until the February meeting so that all elements of
executive compensation could be considered by the Committee at the same meeting.
Accordingly, no stock option grants were made by the Committee in 1997. As
required by the rules of the Securities and Exchange Commission, stock options
granted in 1998 will be reported in the Corporation's Proxy Statement for the
1999 Annual Meeting of Shareholders.

At its February 1997 meeting, the Compensation Committee fixed the 1997
performance objectives under the 1996 Stock Compensation Plan for grants of
restricted stock to Messrs. McDonald, Schamberger and MacFarlan. These
restricted stock awards are intended to be a long-term retention incentive and
are not a component of targeted total compensation.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The Chief Executive Officer's salary, bonus awards and restricted stock
award follow the policies described above.

Mr. McDonald's salary increase for 1997 was 4%, and was based on salary
data provided by the Corporation's independent compensation consultants,
together with the projection of total targeted compensation within the
guidelines described above.

Mr. McDonald's incentive compensation and restricted stock award for
1997 were based primarily upon the financial performance of the Corporation
under Mr. McDonald's leadership.

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<PAGE> 13
The Corporation achieved record sales and earnings for the fiscal year.
Net income for 1997 increased 17% to a record $350.0 million or $2.76 per share
from $299.5 million or $2.32 per share in 1996. Sales in 1997 reached $5,222
million, up from $5,137 million in 1996.

The Compensation Committee concluded that during 1997 Mr. McDonald had
significantly advanced his strategic plan for the Corporation, including
continuing emphasis on increasing investment in core brands targeted for growth,
strategic acquisitions in growth categories and improved profitability in other
categories. In addition, under Mr. McDonald's leadership, the Corporation
continued to efficiently execute plans for Jeanswear and Knitwear Coalition
consolidations and a more balanced manufacturing base. The Committee noted that
the Corporation continued to maintain a strong financial position in 1997 and
delivered record sales and earnings performance.

The Compensation Committee awarded Mr. McDonald a total of $1,536,700
under the EIC Plan and DEB Plan based on the Plans' performance targets being
substantially exceeded.

As indicated above, the Compensation Committee did not award any stock
options in 1997.

The Compensation Committee awarded Mr. McDonald 10,000 shares of
restricted Common Stock pursuant to the 1996 Stock Compensation Plan based on
achievement of the 1997 performance objective, which was a targeted level of
growth in earnings per share. The shares will not vest unless Mr. McDonald
remains an employee of the Corporation until December 31, 2005.

TAX DEDUCTIBILITY CONSIDERATIONS

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits
the deductibility of compensation in excess of $1 million paid to the executive
officers named in this proxy statement, unless certain requirements are met. The
1996 Stock Compensation Plan is designed to meet these requirements as is the
Corporation's EIC Plan. It is the present intention of the Compensation
Committee to preserve the deductibility of compensation under Section 162(m) to
the extent the Committee believes that to do so is consistent with the best
interests of shareholders. Tax deductibility is only one consideration in
determining the type and amount of compensation. In connection with the DEB
Plan, the Board of Directors maintains discretion to increase as well as
decrease awards based on the Board's assessment of individual performance and
other factors deemed relevant. Accordingly, the DEB Plan does not meet the
requirements of Section 162(m). In granting awards, the Board will nevertheless
take into consideration any potential loss of deductibility. For compensation
received in respect of 1997 performance, Mr. McDonald has elected to defer
receipt of an amount of compensation sufficient to eliminate any potential loss
of deductibility.

William E. Pike, Chairman
Robert D. Buzzell Edward E. Crutchfield
Ursula F. Fairbairn Barbara S. Feigin

10
<PAGE> 14
EXECUTIVE COMPENSATION

The following table sets forth a summary of the compensation paid or
accrued for the years 1995 through 1997 by the Corporation to or for the benefit
of the named executive officers.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
===============================================================================================================================
LONG TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- -------------------------------------------------------------------------------------------------------------------------------
OTHER RESTRICTED STOCK
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND COMPEN- AWARD(S) SARS PAYOUTS COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION($)(1) ($) (#) ($) SATION($)(2)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M.J. McDonald(3) 1997 728,000 1,536,700 - 433,125(4) 0 0 10,000
President and 1996 700,000 1,536,600 - 341,250 150,000 0 10,000
Chief Executive 1995 545,000 350,000 - 0 140,000 0 10,000
Officer
- -------------------------------------------------------------------------------------------------------------------------------
J.P. Schamberger 1997 416,000 610,000 - 173,250(4) 0 0 10,000
Vice President and 1996 400,000 590,000 - 136,500 44,000 0 10,000
Chairman-Jeanswear 1995 359,333 256,000 150,371 0 44,000 0 10,000
Coalition
- -------------------------------------------------------------------------------------------------------------------------------
D.G. MacFarlan 1997 375,000 550,000 - 173,250(4) 0 0 10,000
Vice President and 1996 350,000 520,000 - 136,500 34,000 0 10,000
Chairman-Knitwear, 1995 316,250 200,000 - 0 34,000 0 10,000
Playwear and Intimate
Apparel Coalitions
- -------------------------------------------------------------------------------------------------------------------------------
G.G. Johnson 1997 384,000 505,000 - 0 0 0 10,000
Vice President- 1996 370,000 505,000 - 0 34,000 0 10,000
Finance and 1995 356,000 110,000 - 0 30,000 0 10,000
Chief Financial
Officer
- -------------------------------------------------------------------------------------------------------------------------------
T.A. Lambeth(5) 1997 340,000 466,000 117,500 0 0 0 10,000
Vice President and 1996 324,000 375,000 - 0 28,000 0 10,000
President-European & 1995 300,000 50,000 - 0 18,000 0 10,000
Asian Operations
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1 This column includes the incremental cost to the Corporation of providing
perquisites and other personal benefits not included under Salary or Bonus,
where the amount of such benefits exceeds the lesser of $50,000 or 10% of the
executive's Salary plus Bonus. Of the 1997 amount shown for Mr. Lambeth,
$89,500 represents moving expenses.

2 The amount in this column represents the matching contribution of the
Corporation under the Executive Deferred Savings Plan.

3 Mr. McDonald served as President and Chief Operating Officer of the
Corporation in 1995. He was named President and Chief Executive Officer
effective January 1, 1996.

4 Restricted stock awards, valued at $43.3125 per share, were made on February
10, 1998, as follows: Mr. McDonald - 10,000 shares; Mr. Schamberger - 4,000
shares; and Mr. MacFarlan - 4,000 shares. Dividends paid on restricted stock
are reinvested in additional restricted shares. At fiscal year-end, Mr.
McDonald held 20,888 restricted shares, having an aggregate value of
$956,900, and MacFarlan and Schamberger each held 4,071 restricted shares,
having an aggregate value of $186,500, based on the closing price of the
Corporation's Common Stock on January 2, 1998.

5 Mr. Lambeth served as President of The Lee Apparel Company in 1995 and was
named Vice President and President-European & Asian Operations in 1996.

11
<PAGE> 15
STOCK OPTIONS

Prior to 1997, stock options had been granted by the Organization and
Compensation Committee of the Board of Directors at the December meeting of the
Committee while cash bonus awards were considered at the February meeting after
the end of the fiscal year in respect of which the cash awards were made. In
1997, the decision was made to defer the consideration of the grant of stock
options under the Corporation's 1996 Stock Compensation Plan to the February
meeting so that the Committee could consider all elements of executive
compensation at the same meeting. Accordingly, no stock options were granted in
fiscal 1997. In accordance with the rules of the Securities and Exchange
Commission, information concerning stock options granted in 1998 will be
reported in the Corporation's Proxy Statement for the 1999 Annual Meeting of
Shareholders.

The following table sets forth for each of the named executive officers
information regarding stock options exercised by such officers during the 1997
fiscal year, together with the number and value of stock options held at 1997
fiscal year end, each on an aggregate basis.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN THE 1997 FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
- ----------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END(1)
--------------- ------------------
NUMBER OF
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
M.J. McDonald -0- -- 656,000/-0- $12,958,950/-0-
J.P. Schamberger -0- -- 180,000/-0- 3,101,850/-0-
D.G. MacFarlan -0- -- 92,000/-0- 1,582,950/-0-
G.G. Johnson 115,000 $2,794,870 -0-/-0- -0-/-0-
T.A. Lambeth -0- -- 176,000/-0- 3,287,800/-0-
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

1 Market value of underlying securities at fiscal year-end ($45.8125), minus
the exercise price.

FUTURE REMUNERATION

PENSION PLAN

The Corporation maintains and contributes to the VF Corporation Pension
Plan (the "Pension Plan"), a defined benefit plan which covers all of the
Corporation's domestic employees, including the named executive officers.

The following table reflects estimated annual benefits which would be
payable, without regard to any limitation imposed by the Internal Revenue Code
or the Employee Retirement Income Security Act of 1974 ("ERISA"), under the
Pension Plan upon retirement of individuals in the specified remuneration and
years of service classifications.

12
<PAGE> 16
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
ASSUMED AVERAGE
ANNUAL COMPENSATION ESTIMATED ANNUAL BENEFITS BASED ON SERVICE OF:
- --------------------------------------------------------------------------------------------------------------
10 YEARS 15 YEARS 20 YEARS 25 YEARS OR MORE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
400,000 70,000 105,000 140,000 175,000
600,000 106,000 159,000 212,000 265,000
800,000 142,000 213,000 284,000 355,000
1,100,000 196,000 294,000 392,000 490,000
1,250,000 223,000 334,000 446,000 557,000
1,500,000 268,000 402,000 536,000 670,000
2,000,000 358,000 537,000 716,000 895,000
2,250,000 403,000 605,000 806,000 1,007,000
2,500,000 448,000 672,000 896,000 1,120,000
- --------------------------------------------------------------------------------------------------------------
</TABLE>

Benefits which are not payable under the Pension Plan because of
certain Code and/or ERISA limitations are provided pursuant to the Corporation's
Supplemental Executive Retirement Plan (see below on this page 13). The
amounts in the table have been computed on a straight life annuity basis and
include entitlements from the Pension Plan and the Supplemental Executive
Retirement Plan, as applicable.

Each of the named executive officers has credited years of service
under the Pension Plan as follows: Mr. McDonald - 15 years; Mr. Schamberger - 25
years; Mr. MacFarlan - 19 years; Mr. Johnson - 9 years; and Mr. Lambeth - 29
years.

The Pension Plan provides that if it is "Overfunded" upon the
occurrence of a "Change in Control" of the Corporation (as those terms are
defined in the Pension Plan), certain Pension Plan assets in excess of those
needed to meet expected benefit entitlements are to be used fully and
irrevocably to vest each participant's accrued benefit and provide increases in
accrued benefits for active participants, retired participants, surviving
spouses and beneficiaries and terminated vested participants. The Pension Plan
is considered "Overfunded" to the extent that the fair market value of Pension
Plan assets exceeds Pension Plan liabilities (primarily the actuarial present
value of Pension Plan benefit entitlements).

Had there been a Change in Control as of the end of the Corporation's
1997 fiscal year, the named executive officers would have estimated annual
benefits vested (excluding any allocation of excess pension assets to
participants) under the Pension Plan (without regard to Code and/or ERISA
limitations) in approximately the following amounts: Mr. McDonald - $339,000;
Mr. Schamberger - $164,000; Mr. MacFarlan - $113,000; Mr. Johnson - $108,000;
and Mr. Lambeth - $203,000.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The Supplemental Executive Retirement Plan (the "SERP") is an unfunded,
non-qualified plan for eligible participants designed (i) to restore benefits
lost under the Pension Plan due to (a) the maximum legal limit of pension
benefits imposed under ERISA and the Code and (b) an election to defer
compensation under the Corporation's Deferred Compensation Plan and/or Executive
Deferred Savings Plan and (ii) to supplement the Pension Plan benefits of those
senior executives whose tenure may be

13
<PAGE> 17
relatively short by virtue of having joined the Corporation in mid-career or who
lost pension benefits with former employers as a result of an early separation
from service.

Eligibility to receive a supplemental benefit under the SERP is
discretionary with the Board of Directors, and the form of benefit is to be
determined on an individual basis by the Compensation Committee of the Board of
Directors.

At the end of the Corporation's 1997 fiscal year, the Supplemental
Annual Benefit Determinations approved by the Compensation Committee and the
Board of Directors provide benefits to the named executive officers as follows:

(1) Each of Mr. McDonald and Mr. Johnson's combined retirement income
from the Pension Plan and the SERP will be an amount equal to his Pension Plan
benefit calculated (a) as if he had 25 credited years of service under the
Pension Plan, (b) without regard to any limitation imposed by the Code or ERISA,
(c) without regard to his participation in the Deferred Compensation Plan or the
Executive Deferred Savings Plan and (d) on the basis of the average of the
highest three years of his salary and bonus compensation during the five-year
period immediately preceding retirement.

(2) Each of Mr. Schamberger, Mr. MacFarlan and Mr. Lambeth's combined
retirement income from the Pension Plan and the SERP will be an amount equal to
his Pension Plan benefit calculated (a) without regard to the annual
compensation limitation imposed by the Code and (b) without regard to his
participation in the Deferred Compensation Plan or the Executive Deferred
Savings Plan.

SERP benefits will become funded upon a "Change in Control" of the
Corporation, as defined in the Change in Control Agreements described below. In
this regard, the Corporation has established a trust with UMB Bank, N.A., as
Trustee (the "SERP Trust"). The SERP Trust may be funded by the Corporation at
any time to secure payment of certain SERP benefits not otherwise paid by the
Corporation. Upon a Change in Control, the Corporation is required to fund the
SERP Trust, which becomes irrevocable.

Had there been a Change in Control as of March 3, 1998, the estimated
annual benefits vested under the SERP and payable beginning at age 65 for each
of the named executive officers were as follows: Mr. McDonald - $816,000; Mr.
Schamberger - $140,000; Mr. MacFarlan - $99,000; Mr. Johnson - $338,000; and Mr.
Lambeth - $177,000.

14
<PAGE> 18
CHANGE IN CONTROL ARRANGEMENTS

CHANGE IN CONTROL AGREEMENTS

The Corporation has entered into Change in Control Agreements with
certain executives of the Corporation (the "Agreements"). The Agreements provide
severance benefits to the designated executives in the event their employment is
terminated within a specified period after a "Change in Control" of the
Corporation, as such term is defined in the Agreements.

The Agreements generally have a term of three years with automatic
annual extensions. The Agreements may be terminated, subject to the limitations
outlined below, by the Corporation upon notice to the executive and are
automatically terminated if the executive's employment with the Corporation
ceases. The Corporation may not terminate the Agreements (a) if it has knowledge
that any third person has taken steps or has announced an intention to take
steps reasonably calculated to effect a Change in Control or (b) within a
specified period of time after a Change in Control occurs. Severance benefits
include the lump sum payment of amounts ranging from 1.99 to 2.99 times the
average annual compensation for the five taxable years ending prior to the date
on which a Change in Control of the Corporation occurred.

There are no limitations on the total payments to be made to an
executive upon a Change in Control to prevent such payments from constituting
excess "parachute payments" (as that term is defined in the Code). Executives
also receive additional payments under the Agreements to reimburse them for any
increased taxes, penalties and interest resulting from severance payments under
the Agreements by reason of such payments being treated as excess parachute
payments.

In addition, the Agreements also provide for funding of the severance
benefits payable upon a Change in Control. In this regard, the Corporation has
established a Trust with UMB Bank, N.A., as Trustee (the "CIC Trust"). Upon a
Change in Control, the Corporation will fund the CIC Trust in an amount equal to
the severance benefits payable under the Agreements. The CIC Trust secures
payment to the executives of severance benefits payable under the Agreements to
the extent not paid by the Corporation. (Also see Future Remuneration
Supplemental Executive Retirement Plan.)

Had there been a Change in Control as of March 3, 1998, approximate
payments under the Agreements upon severance of the named executive officers
would have been as follows: Mr. McDonald - $4,774,440; Mr. Schamberger -
$2,266,900; Mr. MacFarlan - $1,893,400; Mr. Johnson - $2,243,100; and Mr.
Lambeth - $1,176,700.

Under the terms of the Agreements, the executives also would be
entitled to supplemental benefits, such as accelerated rights to exercise stock
options, accelerated lapse of restrictions on restricted stock, lump sum
payments under the Corporation's SERP, continued life and medical insurance for
specified periods after termination, entitlements under retirement plans and a
lump sum payment upon attaining retirement age. Upon a Change in Control, the
Corporation also will pay all reasonable legal fees and related expenses
incurred by the executives as a result of the termination of their

15
<PAGE> 19
employment or in obtaining or enforcing any right or benefit provided by the
Agreements.

DEFERRED SAVINGS PLANS

The Corporation maintains an Executive Deferred Savings Plan (the "EDS
Plan"), which is an unfunded, non-qualified deferred compensation arrangement
for a select group of management and highly compensated employees of the
Corporation and certain of its subsidiaries.

The EDS Plan permits an eligible employee to defer the receipt of a
specified portion of his or her compensation until the date of retirement,
disability, death or termination of employment. The Corporation matches 50% of
the first $20,000 deferred annually by each participant. Upon a "Change of
Control" of the Corporation, matching contributions become fully vested and the
Corporation is required to fully fund the amount accrued for each employee.

Until 1992, the named executive officers, as well as other salaried
employees were eligible to participate in the Corporation's Tax-Advantaged
Savings Plan (the "TAS Plan"). Thereafter, the named executive officers, as well
as certain other highly compensated employees, became ineligible to participate
further in the TAS Plan and instead became eligible to participate in the EDS
Plan effective February 1, 1992. Although the named executive officers may no
longer make contributions to the TAS Plan and the Corporation is no longer
making contributions to the TAS Plan on their behalf, they retain their existing
benefits and continue to be participants thereunder.

In January 1990, the TAS Plan was amended to include an Employee Stock
Ownership Plan component and the ESOP trustee borrowed $65 million from the
Corporation for the purpose of acquiring for the ESOP 2,105,263 shares of Series
B Stock from the Corporation. Shares of Series B Stock are allocated to TAS Plan
participants' accounts as the loan balance is amortized.

The named executive officers participate in the leveraged ESOP feature
of the TAS Plan. The TAS Plan provides that upon a "Change in Control" of the
Corporation, the Corporation immediately will make a contribution to the TAS
Plan in an amount sufficient to repay the balance of all outstanding
"Acquisition Loans", and unallocated shares of Series B Stock shall be allocated
to participants' accounts in proportion to their compensation. At December 31,
1997, 850,960 shares were unallocated under the ESOP.

16
<PAGE> 20
PERFORMANCE GRAPH

The following graph compares the Corporation's performance, as measured
by the change in price of its Common Stock, plus reinvested dividends, with the
Standard & Poor's ("S&P") 500 stock index and the S&P Textile (Apparel
Manufacturers) stock index for the five years ended December 31, 1997.

[INSERT FIVE-YEAR CHART]

<TABLE>
<CAPTION>
=========================================================================================
1992 1993 1994 1995 1996 1997
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
VFC 100 88.89 96.23 107.16 140.46 197.15
- -----------------------------------------------------------------------------------------
S&P 500 100 110.08 111.53 153.45 188.68 251.63
- -----------------------------------------------------------------------------------------
S&P Textile 100 75.61 74.05 83.17 114.26 123.22
=========================================================================================
</TABLE>

Over a five-year period, the Corporation's total return of 97% compares
with 151% and 23% for the S&P 500 and S&P Textile (Apparel
Manufacturers) Indices, respectively.

17
<PAGE> 21
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN BENEFICIAL OWNERS

Shown below are persons known by the Corporation to have voting power
and/or dispositive power over more than 5% of its Common Stock or Series B
Stock, as well as certain other information, all as of March 3, 1998., except as
otherwise indicated in the footnotes below.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
BENEFICIAL OWNER AMOUNT OF PERCENT
AND NATURE OF OWNERSHIP BENEFICIAL OWNERSHIP1 OF CLASS
- ---------------------------------------------------------------------------------------------------
Common Stock
------------
<S> <C> <C>
William E. Pike, M. Rust Sharp
and PNC Bank, N.A., P.O. Box
7648, Philadelphia, PA 19101, as Trustees
under Deeds of Trust dated August 21,
1951(2)(3)(4)............................................ 13,945,366 shares 11.4%

William E. Pike, M. Rust Sharp
and PNC Bank, N.A., P.O. Box
7648, Philadelphia, PA 19101, as Trustees
under the Will of John E. Barbey,
deceased(2)(3)(4)........................................ 8,977,952 shares 7.4%
-----------------

Total ............... 22,923,288 shares 18.8%

Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, NY 10153(5)................................... 9,270,303 shares 7.6%

Series B ESOP Convertible Preferred Stock

UMB Bank, N.A.,
P.O. Box 419226, Kansas City,
MO 64179, as Trustee of the Corporation's
Tax-Advantaged Savings Plan for
Salaried Employees ...................................... 1,824,820 shares 100%
- ---------------------------------------------------------------------------------------------------
</TABLE>

18
<PAGE> 22
1 None of the shares in this column is known to be a share with respect to
which any of the listed owners has the right to acquire beneficial ownership,
as specified in Rule 13d-3(d)(1) under the 1934 Act.

2 Messrs. Pike and Sharp are directors of the Corporation.

3 Present life tenants and remaindermen under the Will are various. All present
life tenants and all or most future life tenants and/or remaindermen under
the Deeds of Trust are, or will be, descendants of John E. Barbey. No
individual life tenant or remainderman may, within 60 days, attain beneficial
ownership, as specified in Rule 13d-3(d)(1) under the 1934 Act, which exceeds
5% of the outstanding shares.

4 Including shares in the above table, PNC Bank, N.A. held a total of
23,061,441 shares (18.9%) of the class outstanding of the Corporation's
Common Stock in various trust and agency accounts on December 31, 1997. As to
all such shares, the Bank had sole voting power over 129,687 shares, shared
voting power over 22,930,354 shares, sole dispositive power over 33,988
shares and shared dispositive power over 22,973,322 shares. Including shares
held by PNC Bank, N.A., its holding company parent, PNC Bank Corp, held a
total of 132,387 shares with sole voting power, 22,930,354 shares with shared
voting power, 34,228 shares with sole dispositive power and 22,973,322 shares
with shared dispositive power.

5 The information in the above table concerning Sanford C. Bernstein & Co.,
Inc., a registered investment advisor/broker dealer, was obtained from a
Schedule 13G filed with the Securities and Exchange Commission on February 4,
1998. At December 31, 1997, Sanford C. Bernstein & Co., Inc. had sole voting
power over 5,237,902 shares, shared voting power over 1,058,249 shares and
sole dispositive power over 9,270,303 shares.

COMMON STOCK OWNERSHIP OF MANAGEMENT

The following table reflects, as of March 3, 1998, the total beneficial
ownership of Common Stock of the Corporation by each director and named
executive officer, and by all directors and executive officers as a group. Each
named individual and all members of the group exercise sole voting and
dispositive power, except as indicated in the footnotes. Share ownership of
Messrs. Pike and Sharp includes 22,932,288 shares reported under Certain
Beneficial Owners, as to which they share voting and dispositive power with PNC
Bank, N.A. as Trustees (see page 18). Other than Messrs. Pike and Sharp, the
percentage of shares owned beneficially by each named person does not exceed 1%
of the Common Stock outstanding.

19
<PAGE> 23
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership Total
-------------------------------- Shares
Shares Option Shares Beneficially
Name Owned(1) Exercisable(2) Owned
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert D. Buzzell 1,600 9,000 10,600
Edward E. Crutchfield 16,434 9,000 25,434
Ursula F. Fairbairn 2,671 12,600 15,271
Barbara S. Feigin 4,976(3) 20,400 25,376
George Fellows -0- -0- -0-
Leon C. Holt, Jr. 11,200(4) 16,200 27,400
Robert J. Hurst 6,263 12,600 18,863
Mackey J. McDonald 60,919(5) 656,000 716,919
William E. Pike 22,929,192 23,400 22,952,592
Lawrence R. Pugh 25,397 420,000 445,397
M. Rust Sharp 22,925,657 23,400 22,949,057
L. Dudley Walker 55,000 20,400 75,400
John P. Schamberger 23,157(6) 180,000 203,157
Daniel G. MacFarlan 19,379(6) 92,000 111,379
Gerard G. Johnson 20,000 -0- 20,000
Timothy A. Lambeth 26,506 176,000 202,506
All Directors and Executive Officers
as a Group (19 persons) 23,217,463 1,822,200 25,039,663
- ------------------------------------------------------------------------------------------------------------
</TABLE>

1 Shares owned include shares held in trusts in connection with employee
benefit plans, as to which the following participants share voting power but
have no present dispositive power: Mr. McDonald - 11,775 shares; Mr.
MacFarlan - 5,226 shares; and all executive officers as a group - 24,088
shares. Does not include shares of Series B Stock held in trust in
connection with an employee benefit plan, as to which participants also
share voting power but have no present dispositive power (and no power to
direct conversion into Common Stock), as follows: Mr. McDonald - 206 shares;
Mr. Schamberger - 315 shares; Mr. MacFarlan - 274 shares; Mr. Johnson - 206
shares; Mr. Lambeth - 302 shares; and all executive officers as a group -
1,893 shares. Shares owned also include shares held in a trust in connection
with an employee benefit plan, as to which the following participants have
dispositive power but no voting power: Mr. McDonald - 55 shares; Mr.
MacFarlan - 6,082 shares; and all executive officers as a group - 6,137
shares. Shares owned also include shares held in a trust in connection with
the VF Deferred Savings Plan for Non-Employee Directors as to which the
following directors have shared voting power but do not have dispositive
power: Mrs. Fairbairn - 935 shares; Mrs. Feigin - 776 shares; Mr. Hurst -
3,463 shares; Mr. Pike - 704 shares; and Mr. Sharp - 369 shares.

2 All shares in the column "Option Shares Exercisable" are subject to options
under the 1982 Stock Option Plan, the 1991 Stock Option Plan and/or the 1996
Stock Compensation Plan.

3 Includes 400 shares as to which Mrs. Feigin shares voting and dispositive
power.

4 Includes 7,000 shares held by the Holt Family Foundation, of which Mr. Holt
is a Trustee. Mr. Holt shares voting and dispositive power with respect to
these shares.

5 Includes 30,888 shares of restricted stock over which Mr. McDonald holds
voting power but not dispositive power.

6 Includes 8,071 shares of restricted stock over which the officer holds
voting power but not dispositive power.

20
<PAGE> 24
PROPOSAL 1

AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK

The Corporation is currently authorized to issue 175,000,000 shares of
stock of which 150,000,000 shares are designated Common Stock and 25,000,000
shares are designated Preferred Stock. The Corporation's Board of Directors has
unanimously approved, subject to shareholder approval, an amendment to the
Corporation's articles of incorporation that would increase the Corporation's
authorized shares of Common Stock from 150,000,000 to 300,000,000.

At the close of business on March 3, 1998, ________ shares of Common
Stock and ___________ shares of Series B ESOP Convertible Preferred Stock were
outstanding and ___________ shares of Common Stock were reserved for issuance in
connection with the Corporation's 1996 Stock Compensation Plan, stock options
granted under prior plans and the conversion of Series B ESOP Convertible
Preferred Stock.

In November 1997, the Corporation effected a two-for-one stock split
which utilized substantially all of the Corporation's authorized but unissued
shares of Common Stock that were not otherwise reserved for issuance. All share
amounts in this Proxy Statement reflect the stock split. The purpose of the
recommendation to increase the number of authorized shares of Common Stock at
this time is to provide the Corporation with substantially the same degree of
flexibility that existed prior to the stock split to take advantage of
opportunities that might require the issuance of Common Stock. The availability
of additional authorized shares may enable the Corporation to proceed with a
transaction without incurring the delay or expense associated with a special
meeting of shareholders.

If the share increase is approved by shareholders, the additional
authorized shares of Common Stock would be available for general corporate
purposes, including acquisitions, stock dividends or stock splits. Currently,
the Corporation has no specific plans, understandings or arrangements for
issuing any of the additional shares of Common Stock that would be authorized by
the proposed amendment. If the proposed amendment is approved by the
shareholders, the Board of Directors could authorize the issuance of any
authorized but unissued shares of Common Stock, including those authorized by
the amendment, on terms determined by it without further action by the
shareholders, unless the shares were issued in a transaction, such as certain
mergers or consolidations, requiring shareholder approval. A potential effect of
the proposed amendment would be dilution of present shareholders' percentage
interests in the Corporation if the Corporation issues a substantial number of
the newly authorized shares. Shareholders should also be aware that the increase
in authorized shares could have an antitakeover effect since new shares could be
issued to dilute the stock ownership of a person attempting to acquire control
of the Corporation. However, the increase in authorized shares has not been
proposed for antitakeover purposes, and

21
<PAGE> 25
the Board of Directors has no knowledge of any current efforts of any third
party to effect a change in control of the Corporation.

Under the Corporation's articles of incorporation, shareholders have no
preemptive rights to subscribe to or purchase any shares of Common Stock,
Preferred Stock, or other securities of the Corporation. All attributes of the
additional shares of Common Stock would be the same as those of existing shares
of Common Stock.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE FOREGOING
PROPOSAL.

INDEPENDENT PUBLIC AUDITORS

The firm of Coopers & Lybrand L.L.P. has been selected by the Audit
Committee of the Board of Directors to serve as independent public auditors for
the Corporation for the current fiscal year. One or more representatives of
Coopers & Lybrand will be present at the Annual Meeting of Shareholders to make
a statement if they desire to do so and to be available to respond to
appropriate questions.

OTHER INFORMATION

OTHER MATTERS

The Board of Directors does not know of any other matter which is
intended to be brought before the Meeting, but if any other matter is presented,
the persons named in the enclosed proxy intend to vote the same according to
their best judgment.

The enclosed proxy may be revoked by a later-dated proxy, by giving
notice to the Secretary of the Corporation in writing prior to the Meeting or by
personal notification at the Meeting prior to the voting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires directors
and certain officers of the Corporation, as well as persons who own more than
10% of a registered class of the Corporation's equity securities ("Reporting
Persons"), to file reports of ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission and the New York Stock
Exchange. The Corporation believes that during the preceding year all Reporting
Persons timely complied with all filing requirements applicable to them.

EXPENSES OF SOLICITATION

The cost of this proxy solicitation will be borne by the Corporation.
In addition to the use of mail, proxies may be solicited in person or by
telephone by employees of the Corporation without additional compensation. The
Corporation has engaged D. F. King & Co., Inc. to solicit proxies in connection
with the proxy statement, and employees of that company are expected to solicit
proxies in person, by telephone and by mail. The anticipated cost to the
Corporation of such solicitation is approximately

22
<PAGE> 26
$10,000. The Corporation will reimburse brokers and other persons holding stock
in their names or in the names of nominees for their expenses incurred in
sending proxy material to principals and obtaining their proxies.

1999 SHAREHOLDER PROPOSALS

In order for shareholder proposals for the 1999 Annual Meeting of
Shareholders to be eligible for inclusion in the Corporation's proxy statement,
they must be received by the Corporation at its principal office on or before
November 18, 1998. As of July 7, 1998, the Corporation's principal office will
be located at 628 Green Valley Road, Greensboro, North Carolina 27408.

By Order of the Board of Directors

Candace S. Cummings
Vice President-Administration,
General Counsel and Secretary

Dated: March 17, 1998

<PAGE> 27
PROXY

VF CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints M.J. McDonald and L.R. Pugh, and each
of them, proxies of the undersigned, with power of substitution, to represent
and vote, as directed on the reverse side of this card, all shares of Common
Stock of VF Corporation held of record by the undersigned on March 3, 1998, at
the Annual Meeting of Shareholders of VF Corporation to be held on April 21,
1998, and at any adjournments thereof, and, in their discretion, upon such other
matters not specified as may come before said meeting.

<TABLE>
<S> <C> <C>
ELECTION OF DIRECTORS Change of Address and Comments

---------------------------------------------
Nominees:
---------------------------------------------
For a 3-year term: Robert D. Buzzell
Edward E. Crutchfield ---------------------------------------------
George Fellows
---------------------------------------------
(If you have written in the above space, please
mark the corresponding box on the reverse side
of this card.)
</TABLE>

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.

SEE REVERSE
SIDE

THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
<PAGE> 28
PLEASE MARK YOUR
x VOTES AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE
AUTHORIZED COMMON STOCK.

- --------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR ALL NOMINEES AND FOR PROPOSAL 1
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Directors.

FOR, except vote withheld from the following
nominee(s):

____________________________________

FOR AGAINST ABSTAIN

2. PROPOSAL 1 -- Approval of the Amendment to the Articles of
Incorporation to Increase Authorized Common Stock

Change of Address/
Comments on Reverse Side

PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.

NOTE: Please sign name(s) exactly as printed hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such.

--------------------------------------------------------------

--------------------------------------------------------------
SIGNATURE(S) DATE