Election Changes. A Participant may not change his or her deferral election that is in effect for a Plan Year, unless permitted by the Bank in compliance with [Section 409A] of the Code.

ELECTION PROCEDURE. An Eligible Director wishing to participate in this Plan must file a written notice on the Notice of Election form electing to defer payment for a Plan Year of all or a portion of his or her Fees as a Director (“Election”). Any such Election must be filed prior to the first day of the Plan Year in which the Director’s annual service period begins and shall be effective only with respect to Fees earned after the end of the Plan Year in which the Election is filed. If, however, the Election is with respect to the first year a Director is eligible to participate in this Plan, the Committee may permit a Director to make the Election within thirty (30) days after the date on which the Director is first eligible; provided, however, any such Election will only apply with respect to Fees earned after the effective date of the Election. Any such Election will continue in effect until the Director modifies or terminates such Election effective as of the beginning of a subsequent Plan Year. An effective Election may be terminated or modified for any subsequent Plan Year by filing either a new Notice of Election form to effect modifications, or a Notice of Termination form to effect terminations, on or before the December 31st immediately preceding the Plan Year for which such modification or termination is to become effective. An Election shall not be effective until receipt of the fully and properly completed Notice of Election form by the Secretary of the Company. A fully and properly completed Notice of Election form must indicate: # the percentage of Fees to be deferred; # manner of payment upon distribution; # payment commencement date; and # deemed investment election. Once effective for a Plan Year, an Election is irrevocable and may not be changed for that Plan Year. No subsequent election may change the manner of payment, the payment commencement date or the deemed investment of the Fees previously deferred. An Election shall apply to Fees payable with respect to each subsequent Plan Year, unless terminated or modified as described herein. A person for whom an effective Election is terminated may thereafter file a new Notice of Election form, in the manner described above, for future Plan Years for which he or she is eligible to participate in this Plan.

I hereby irrevocably elect to receive the cash and shares of Stock issuable pursuant to any RSUs (and any associated Dividend Equivalents) granted to me in ​ and any future calendar years, until such time as a new signed Deferral Election Form is received by

Holder's Election. Holder's failure to exercise the election described in this Section 4 with respect to any event of default shall not constitute a waiver of the right to exercise such election upon the occurrence of any subsequent default.

Rederral Election. A Participant making a valid election under this Section 5.2 may elect to further defer the date on which payment for any Plan Year’s deferrals and any HP Matching Contributions (and earnings thereon) was originally scheduled to commence, under either the single sum or the annual installment election addressed in Section 5.2(a). Any such rederral election most postpone the originally elected commencement date by at least five (5) years and must be made at least twelve (12) months prior to the date on which the original payment was scheduled to occur. In addition, no such redeferral election shall take effect and be considered valid until twelve (12) months from the date the redeferral election is made.

Investment Election. Each Participant shall from time to time designate, in such manner as may be approved by the Company, the Phantom Fund or Funds that shall determine the investment experience with respect to such Participant’s Accounts. The Company may, in its discretion, # establish minimum amounts (in terms of dollar amounts or percentages) that may be allocated to any Phantom Fund, # establish rules regarding the time at which any such election (or any change in such election permitted under Section 4(e)) shall become effective, and # permit transfers among Phantom Funds in a Participant’s Account balances, pursuant to such procedures as the Company shall determine. If a Participant fails to make a valid election with respect to any amount allocated to the Participant’s Accounts (or if any such election ceases to be effective), such amount shall be deemed invested in the Phantom Fund which the Company determines generally to have the least risk of loss of principal.

Distribution Election. Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the rule in [Section 9.2(b)(2)(ii) and 9.2(b)(4)(ii)] (the “life expectancy rule”) applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 9.2(b)(2)(ii), or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving Spouse’s) death. If neither the Participant nor the Beneficiary makes an election under this [Section 9.2(b)(5)(ii)], distributions will be made in accordance with [Sections 9.2(b)(2)(ii), 9.2(b)(4)(ii) and 9.2(b)(5)(i)])].

Investment Election. A Participant may elect, pursuant to procedures established by the Committee and subject to applicable limitations herein, that his or her Basic, Matching, and Company Retirement Deferrals be credited with gains and losses as if such Deferrals had been invested (in increments of at least one percent (1%)) in one or more of the investment funds offered under the Plan, as may be determined by the Committee from time to time; provided, however, that a Participant may not elect to have any Company Retirement Deferrals credited with gains and losses as if such amounts had been invested in a fund composed of common stock of the Company (the “VF Corporation Stock Fund”), unless the Participant has elected to have the deemed investment of his or her Deferrals covered by the Financial Engines Professional Management Program, in which case up to twenty percent (20%) of the amounts attributable to his or her Company Retirement Deferrals may be credited with gains and losses as if such amounts had been invested in the VF Corporation Stock Fund.

Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.09 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

Requests for Extension. The Company may, by notice to the Administrative Agent (who shall promptly notify the ​) not earlier than 60 days and not later than 30 days prior to any anniversary of the Closing Date, request that the Maturity Date then in effect hereunder (the “Existing Maturity Date”) be extended for an additional one year from the Existing Maturity Date; provided however, that, the Company may only request up to two one-year extensions of the Existing Maturity Date.