S-8

As filed with the Securities and Exchange Commission on November 6, 2006

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

V.F. CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania
(State or Other Jurisdiction
of Incorporation or Operation) 23-1180120
(I.R.S. Employer Identification Number)

105 Corporate Center Blvd.
Greensboro, North Carolina 27408
(Address of Principal Executive Offices, including Zip Code)

VF CORPORATION RETIREMENT
SAVINGS PLAN FOR SALARIED EMPLOYEES
(formerly known as:
VF CORPORATION TAX-ADVANTAGED
SAVINGS PLAN FOR SALARIED EMPLOYEES)
(Full Title of the Plan)

Candace S. Cummings, Esq.
Vice President — Administration, General Counsel and Secretary
V.F. Corporation
P.O. Box 21488
Greensboro, North Carolina 27420
(336) 424-6000
(Name, Address And Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

	Amount to be	Proposed maximum	Proposed maximum	Amount of
Title of shares to be registered	registered (2)	offering price per share	aggregate offering price	registration fee
Common Stock (no par value; stated capital $1.00 per share)(1)	2,000,000	$76.15(3)	$152,300,000	$16,296.10

(1)	In addition, this registration statement registers an indeterminate number of rights (the “Rights”) to purchase Series A Participating Cumulative Preferred Stock pursuant to the terms of a certain Rights Agreement between the Company and First Chicago Trust Company of New York, as Rights Agent, as amended. No separate consideration will be received for the Rights, which initially will trade together with the Common Stock.
(2)	In addition, pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers an indeterminate amount of: (a) interests to be offered or sold pursuant to the employee benefit plan described herein, and (b) additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Retirement Savings Plan for Salaried Employees for any future stock split, stock dividend or similar adjustment of the outstanding Common Stock of the registrant.
(3)	Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. The price and fee are computed based upon $76.15, the average of the high and low prices for the common stock reported on the New York Stock Exchange on November 1, 2006.

     Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed in order to register additional shares of Common Stock, no par value, stated capital $1.00 per share, of V.F. Corporation (the “Company”), with respect to three currently effective Registration Statements on Form S-8 of the Company relating to the Company’s Retirement Savings Plan for Salaried Employees.

     The contents of the Registration Statements on Form S-8 as filed on July 23, 1998, Registration No. 333-59727, on March 20, 1990, Registration No. 33-33621, as amended, and on August 29, 1985, Registration No. 2-99945, as amended, are incorporated by reference into this Registration Statement.

Item 8. Exhibits.

5.1	Opinion of Pepper Hamilton LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Pepper Hamilton LLP (included in Exhibit 5.1)
24.1	Power of Attorney

     In accordance with Item 8 of Form S-8, this registration statement does not include Exhibit 5 — Opinion regarding compliance of the Plan with ERISA, as the Company undertakes to submit the Plan and any amendment thereto to the Internal Revenue Service in a timely manner and will make all changes required by the Internal Revenue Service in order to qualify the Plan under Section 401(a) and 401(k) of the Internal Revenue Code.

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SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Greensboro, North Carolina, on November 6, 2006.

V.F. CORPORATION
By:	/s/ Mackey J. McDonald
	Mackey J. McDonald
	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	DATE
/s/ Mackey J. McDonald	November 6, 2006
Mackey J. McDonald Chairman and Chief Executive Officer
/s/ Robert K. Shearer	November 6, 2006
Robert K. Shearer Senior Vice President and Chief Financial Officer
/s/ Bradley W. Batten	November 6, 2006
Bradley W. Batten Vice President — Controller and Chief Accounting Officer

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DIRECTORS

Juan Ernesto de Bedout*	George Fellows*	Mackey J. McDonald*
Edward E. Crutchfield*	Daniel R. Hesse	Clarence Otis, Jr.*
Ursula O. Fairbairn*	Robert J. Hurst*	M. Rust Sharp*
Barbara S. Feigin*	W. Alan McCollough*	Raymond G. Viault*
	*By: /s/ Candace S. Cummings	Date: October 18, 2006
	Candace S. Cummings,          Attorney-In-Fact

The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greensboro, North Carolina, on October 18, 2006.

VF CORPORATION RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES
By:	V.F. CORPORATION PENSION PLAN COMMITTEE, Administrator

By:	/s/ Candace S. Cummings
	Candace S. Cummings, Member

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EXHIBIT INDEX

5.1	Opinion of Pepper Hamilton LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Pepper Hamilton LLP (included in Exhibit 5.1)
24.1	Power of Attorney

EX-5.1

EXHIBIT 5.1

Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
215.981.4000
Fax 215.981.4750

November 3, 2006

V.F. Corporation
105 Corporate Center Blvd
Greensboro, NC 27408

     Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

     Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) of V.F. Corporation, a Pennsylvania corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”). The Registration Statement relates to the offering and sale by the Company of an additional 2,000,000 shares of common stock, without par value, stated capital $1.00 per share (the “Shares”) of the Company pursuant to the Company’s VF Corporation Retirement Savings Plan for Salaried Employees (formerly known as the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees) (the “Plan”).

     In connection with this offering, we have examined the Registration Statement, including the exhibits thereto, the originals or copies, certified or otherwise identified to our satisfaction, of the Articles of Incorporation and the By-Laws of the Company as amended to date, and such other documents and corporate records relating to the Company as we have deemed appropriate for the purpose of rendering the opinion expressed herein. The opinion expressed herein is based exclusively on the applicable provisions of the Pennsylvania Business Corporation Law and federal securities laws as in effect on the date hereof.

     On the basis of the foregoing, we are of the opinion that the Shares, when issued pursuant to and in accordance with the Plan, will be legally issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By providing such consent, we do not admit that we come within the categories of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

Pepper Hamilton LLP
 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 10, 2006 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the 2005 Annual Report to Shareholders of V.F. Corporation, which is incorporated by reference in V.F. Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005. We also consent to the incorporation by reference of our report dated March 10, 2006 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

We also consent to the incorporation by reference in this Registration Statement of our report dated July 3, 2006 relating to the financial statements, which appears in the Annual Report of the V.F. Corporation Retirement Savings Plan for Salaried Employees on Form 11-K for the year ended December 31, 2005.

PricewaterhouseCoopers LLP

Greensboro, North Carolina
November 3, 2006

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned V.F. Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“VF”), and the undersigned directors and officers of VF hereby constitute and appoint M.J. McDonald and C.S. Cummings, and each of them, severally, his or her true and lawful attorneys and agents at any time and from time to time to do any and all acts and things and execute in his or her name (whether on behalf of VF, or by attesting the seal of VF or otherwise), any and all instruments and documents which said attorneys and agents, or any of them, may deem necessary or advisable and may be required to enable VF and the Retirement Savings Plan for Salaried Employees (the “Plan”) to comply with the Securities Act of 1933 and any rules, regulations or requirements of the Securities and Exchange Commission (“Commission”) in respect thereof, in connection with the Plan and shares of Common Stock of VF offered pursuant to or in connection with the Plan, including specifically, but without limiting the generality of the foregoing, power of attorney to sign the name of VF and affix the corporate seal and to sign the names of the undersigned directors and officers to all registration statements, and all amendments and supplements thereto, on Form S-8 or S-8/S-3 or on any other appropriate Form, hereafter filed with the Commission and all instruments or documents filed as a part thereof or in connection therewith, and each of the undersigned hereby ratifies and confirms all that said attorneys, agents, or any of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed to these presents as of the 18th day of October, 2006.

ATTEST:	V.F. CORPORATION
/s/ Candace S. Cummings	By:	/s/ Mackey J. McDonald
Candace S. Cummings Vice President — Administration, General Counsel and Secretary		Mackey J. McDonald Chairman and Chief Executive Officer

Principal Executive Officer:	Principal Financial Officer:
/s/ Mackey J. McDonald	/s/ Robert K. Shearer
Mackey J. McDonald Chairman and Chief Executive Officer	Robert K. Shearer Senior Vice President and Chief Financial Officer

Principal Accounting Officer:
/s/ Bradley W. Batten Bradley W. Batten Vice President — Controller and Chief Accounting Officer
/s/ Juan Ernesto de Bedout	/s/ Edward E. Crutchfield
Juan Ernesto de Bedout, Director	Edward E. Crutchfield, Director
/s/ Barbara S. Feigin	/s/ Ursula O. Fairbairn
Barbara S. Feigin, Director	Ursula O. Fairbairn, Director
/s/ Daniel R. Hesse	/s/ George Fellows
Daniel R. Hesse, Director	George Fellows, Director
/s/ W. Alan McCollough	/s/ Robert J. Hurst
W. Alan McCollough, Director	Robert J. Hurst, Director
/s/ M. Rust Sharp	/s/ Mackey J. McDonald
M. Rust Sharp, Director	Mackey J. McDonald, Director
/s/ Clarence Otis, Jr.	/s/ Raymond G. Viault
Clarence Otis, Jr., Director	Raymond G. Viault, Director