Excess Benefit Plan

EXCESS BENEFIT PLAN
OF
COLLINS & AIKMAN CORPORATION


(Amended And Restated as of November 7, 1986)


ARTICLE I
Background and Purpose


Effective as of February 29, 1976, the Collins & Aikman
Corporation (the "Company") established the Excess Benefit Plan
of Collins & Aikman Corporation (the "Plan"). The Plan is hereby
amended and restated effective as of November 7, 1986. The Plan
is intended to provide benefits which would have accrued to any
Company employee under the terms of the Company's Profit-Sharing
Plan or Retirement Plan but for certain restrictions imposed by
certain provisions of the Internal Revenue Code, including
without limitation, Code sections 415 and 401(a)(17), upon the
contributions for, or benefits of, Company employees
participating in the Profit-Sharing Plan and the Retirement Plan.


ARTICLE II


Definitions


The following terms whenever used in the Plan, including the
Preamble, shall have the meanings set forth in this Article II.


2.1 "Beneficiary" means the Participant's beneficiary under
the Profit-Sharing Plan or Retirement Plan, as the case may be,
or such other beneficiary as is designated in writing to the
Committee by the Participant.


2.2 "Board of Directors" means the Board of Directors of
the Company as constituted from time to time.


2.3 "Code" means the Internal Revenue Code of 1954, as
amended, or, effective January 1, 1987, the Internal Revenue Code
of 1986, as amended.
2.4 "Committee" means the Pension Plan and Profit-Sharing
Plan Committee appointed by the Board of Directors which shall be


responsible for the administration of the Plan in accordance with
Article VI.


2.5 "Company" means Collins & Aikman Corporation or any
successor thereto.


2.6 "Excess Profit-Sharing Account" means the bookkeeping
account established to reflect a Participant's total excess
profit-sharing benefit under the Plan as determined in accordance
with Ssection 4.1.


2.7 "Excess Retirement Benefit" means a Participant's
retirement benefit under the Plan determined in accordance with


Section 4.2.
2.8 "Fund" or "Funds" means the fund or funds in which
contributions to the Profit-Sharing Plan may be invested.
2.9 "Participant" means a Participant in this Plan as
defined in Article III.
2.10 "Plan" means the Excess Benefit Plan of Collins &
Aikman Corporation, as amended and restated as of November 7,
1986.


2.11 "Plan Year" means the 52 or 53 week period ending in
each year on the Saturday nearest to or coinciding with the last
day of February (or such other period as may be specified by the
Committee).


2.12 "Profit-Sharing Account" means the separate account or
combination of accounts established and maintained for each
Participant under the Profit-Sharing Plan.
2.13 "Profit-Sharing Plan" means the Employees Profit-
Sharing Plan of Collins & Aikman Corporation, as amended through
March 2, 1986, and as may be amended from time to time
thereafter.
2.14 "Retirement Plan" means the Collins & Aikman
Corporation Salaried Employees' Retirement Plan, as amended and
restated effective March 3, 1985, and as may be amended from time
to time thereafter.
2.15 "Retirement Plan Benefit" means the annual retirement
benefit payable to or on account of a Participant pursuant to the
Retirement Plan.


2


2.16 "Valuation Date" means the last business day of each
Plan Year, and such other dates as the Committee under the
Profit-Sharing Plan may from time to time designate as "valuation
dates".


ARTICLE III
Participants


Any salaried employee who is a participant in the Profit-
Sharing Plan and/or in the Retirement Plan shall be a Participant
in this Plan if the benefit payable to such Participant under the
Profit-Sharing Plan or the Retirement Plan is limited as a result
of restrictions imposed by Code provisions, including, without
limitation, the limitations on contributions and benefits imposed
by Section 415 of the Code, and the limitation on includible
compensation under Section 401(a)(17) of the Code.


ARTICLE IV
Benefits


4.1 Excess Profit-Sharing Account.


A Participant's Excess Profit-Sharing Account shall be equal
to the total amounts credited to such account as follows:


(a) As of the last day of each Plan Year (commencing
with the Plan Year ended February 29, 1976), each
Participant's Excess Profit-Sharing Account shall be
credited with an amount equal to the difference between (i)
and (ii) (the "Excess Contributions") where (i) equals the
contribution which would have been made to the Participant's
Profit-Sharing Account for such Plan Year had the limitation
imposed by Section 415 of the Code not been in effect, and
had the amount of compensation used in calculating the
contribution to the Participant's Profit-Sharing Account
under the terms of the Profit-Sharing Plan not been ...