2- 3 2. Except as expressly amended hereby, the Agreement is hereby ratified, affirmed and approved in all respects.

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                                                                    EXHIBIT 10.2

         FIRST AMENDMENT TO VANS, INC. DEFERRED COMPENSATION AGREEMENT
                             FOR XXXXXX XXXXXXXXXX


                 This First Amendment to Vans, Inc. Deferred Compensation
Agreement is made and entered into, and is effective, as of this 1st day of
June, 1996, by and between VANS, INC., a Delaware corporation (the "Company"),
and XXXXXX XXXXXXXXXX (the "Executive"), with reference to the following facts:

                 A.       As of June 1, 1996, the Company and the Executive
entered into that certain "Vans, Inc. Deferred Compensation Agreement for
Xxxxxx Xxxxxxxxxx" (the "Agreement"); and

                 B.       The Executive and the Company hereby desire to amend
the Agreement, in the following particulars only:

                 NOW, THEREFORE, in consideration of the foregoing recitals,
and the agreements hereinafter set forth, the parties hereto agree as follows:

1.      Section 2(b) of the Agreement shall be amended by adding to the end
thereof the following:

                 "Notwithstanding the foregoing provisions of this Section 2,
                 the Executive shall have one  irrevocable option to receive a
                 single lump sum payment equal to the then remaining
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                 balance of the Trust as of January 31, 2001.  This option
                 shall be exercisable only by written instrument delivered to
                 the Company on or after November 1, 2000, and on or before
                 December 15, 2000.  If such option shall be exercised
                 effectively, the then remaining balance of the Trust as of
                 January 31, 2001, shall be paid to the Executive on or after
                 February 28, 2001, but in no event later than March 31, 2001,
                 and the Company shall have no further obligation to make any
                 other payments otherwise due under the Agreement or the Trust,
                 including without limitation any payments otherwise required
                 pursuant to Section 2(a).  If such option shall not be
                 exercised effectively, then it shall lapse, and all payments
                 due hereunder shall only be made as provided in Section 2(a)
                 hereof."





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2.      Except as expressly amended hereby, the Agreement is hereby ratified,
affirmed and approved in all respects.

                                           "Company"
                                           VANS, INC., A Delaware Corporation



                                           By:______________________________


                                           "Executive"



                                           By:______________________________
                                              XXXXXX XXXXXXXXXX




                                      -3-