FIRST AMENDMENT TO
                              GUILFORD MILLS, INC.
                               EXCESS BENEFIT PLAN

                     THIS DECLARATION OF AMENDMENT, made and entered into as of
the _____ day of _________________ 2001, by Guilford Mills, Inc. (the
"Employer"), a North Carolina corporation with its principal office at
Greensboro, North Carolina, to the Guilford Mills, Inc. Excess Benefit Plan (the
"Plan").

                                R E C I T A L S:
                                - - - - - - - -

                     WHEREAS, the Employer has established the Plan, which is a
non-qualified plan excess benefit plan established to provide supplemental
retirement and death benefits in excess of the maximum benefit limitations of
Section 415 of the Internal Revenue Code or the compensation limits of Section
401(a)(17) of the Internal Revenue Code, for a select group of management and
highly compensated employees who are determined to be eligible to participate in
the Plan; and

                     WHEREAS, the Employer has authority under Section 10.03 of
the Plan to amend the Plan at any time. NOW, THEREFORE, effective February 16,
2001, the Plan shall be amended as follows:

                     1. Sections 2.01(d), 2.01(i), and 2.01(1) shall be amended
by deleting those sections in their entirety and replacing them with new
Sections 2.01(d), 2.01(i) and 2.01(1) so that those sections, as amended, shall
read as follows:

2.          2.01     DEFINITIONS.
                     -----------

                                      * * *

                      (d) "Advisory Committee" shall mean the Plan's Advisory
                      Committee as appointed by the Company."

                                      * * *

                      (i) "Compensation" shall mean the total cash compensation,
                      including bonuses and overtime, paid to a Participant by
                      the Employer or an Affiliated Entity during the Plan Year
                      while a Participant in the Plan, but excluding commission,
                      reimbursement for expenses and Employer contributions paid
                      under this Plan or any qualified retirement plan, deferred
                      compensation plan or welfare plan. For any Plan Year in
                      which a Participant was not a participant in the Plan at
                      the beginning of the year, his Compensation shall be
                      deemed to be remuneration as determined above for that
                      portion of the Plan Year during which he is a Participant.
                      The inclusion of any additional compensation shall be
                      determined by the Advisory Committee.




NY2:\1115041\01\NWDD01!.DOC\51040.0001
<PAGE>
                     (1)       [RESERVED]

                     2. Section 5.02(b) shall be amended by deleting Section
5.02(b) in its entirety and replacing it with a new Section 5.02(b), so that
such section, as amended, shall read as follows:

                     5.02      VALUATION OF ACCOUNTS.

                                      * * *

                     (b) Allocation of Investment Gains or Losses. Second, as of
           each Valuation Date, the Advisory Committee shall adjust the Accounts
           to reflect earnings (or losses) attributable to the Accounts.
           Earnings (or losses) on amounts in the Account for each Participant
           shall accrue commencing on the date the Account first has a positive
           balance and shall continue to accrue until the entire balance in the
           Account has been distributed.

3. Section 6.03 shall be amended by deleting Section 6.03 in its entirety and
replacing it with a new Section 6.03, so that such section, as amended, shall
read as follows:

                     6.03 FORM AND COMMENCEMENT OF RETIREMENT BENEFIT. The
           retirement benefit shall be payable to the Participant in a lump sum.
           However, before payment to the Participant of his retirement benefit
           commences hereunder, the Participant may irrevocably elect, subject
           to the approval of the Advisory Committee, to receive his retirement
           benefit in monthly, quarterly, or annual installments over a fixed
           period of time, not exceeding fifteen (15) years. Payments hereunder
           shall begin within sixty (60) days following the later of the
           Participant's Normal Retirement Date or the date of his actual
           retirement, or as soon thereafter as administratively practicable.

4. Section 6.04 shall be amended by deleting Section 6.04 in its entirety and
replacing it with a new Section 6.04, so that such section, as amended, shall
read as follows:

                     6.04      [RESERVED]

5. Section 6.05 shall be amended by deleting Section 6.05 in its entirety and
replacing it with a new Section 6.05, so that such section, as amended, shall
read as follows:

                     6.05 DEATH OF PARTICIPANT. If a Participant entitled to a
           retirement benefit under this Article VI dies after terminating
           employment with the Company and before payment of such benefit has
           begun, then the Participant's Designated Beneficiary shall receive
           the Participant's retirement benefit in a lump sum. Payments
           hereunder shall begin within sixty (60) days following the date on


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<PAGE>
           which the Participant's death occurs, or as soon thereafter as
           administratively practicable.

6. Section 7.03 shall be amended by deleting Section 7.03 in its entirety and
replacing it with a new Section 7.03, so that such section, as amended, shall
read as follows:

                     7.03 FORM AND COMMENCEMENT OF DEATH BENEFIT. The death
           benefit shall be payable to the Participant's Designated Beneficiary
           in a lump sum. Payments hereunder shall begin within sixty (60) days
           following the date on which the Participant's death occurs, or as
           soon thereafter as administratively practicable.

7. Section 8.03 shall be amended by deleting Section 8.03 in its entirety and
replacing it with a new Section 8.03, so that such section, as amended, shall
read as follows:

                     8.03 FORM AND COMMENCEMENT OF SEVERANCE BENEFIT. The
           severance benefit shall be payable to the Participant in a lump sum.
           However, before payment to the Participant of his severance benefit
           commences hereunder, the Participant may elect, subject to the
           approval of the Advisory Committee, to receive his severance benefit
           in monthly, quarterly, or annual installments over a fixed period of
           time, not exceeding fifteen (15) years. Payments hereunder shall
           begin within sixty (60) days following the Participant's Normal
           Retirement Date, or as soon thereafter as administratively
           practicable.

8. Section 8.06 shall be amended by deleting Section 8.06 in its entirety and
replacing it with a new Section 8.06, so that such section, as amended, shall
read as follows:

                     8.06 DEATH OF A PARTICIPANT. If a Participant entitled to a
           severance benefit under this Article VIII dies before his Normal
           Retirement Date, then the Participant's Designated Beneficiary shall
           receive the amount of the severance benefit described in this Article
           VIII in a lump sum. Payments hereunder shall begin within sixty (60)
           days following the date on which the Participant's death occurs, or
           as soon thereafter as administratively practicable.

9. Section 9.02 shall be amended by deleting Section 9.02 in its entirety and
replacing it with a new Section 9.02, so that such section, as amended, shall
read as follows:

                     9.02 AMOUNT OF BENEFIT. A disabled Participant shall be
           entitled to a disability benefit equal to the full value of his
           Accrued Benefit under the Plan, determined as of the Valuation Date
           immediately preceding his Disability Retirement Date. A Participant
           who becomes totally disabled prior to his separation from service


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<PAGE>
           with the Employer shall immediately become 100% vested in his Accrued
           Benefit under the Plan.

10. Section 9.03 shall be amended by deleting Section 9.03 in its entirety and
replacing it with a new Section 9.03, so that such section, as amended, shall
read as follows:

                     9.03 FORM AND COMMENCEMENT OF BENEFIT. The disability
           benefit shall be payable to the Participant in a lump sum. Payments
           hereunder shall begin within sixty (60) days following the date on
           which the Advisory Committee determines the Participant is totally
           disabled for purposes of the Plan, or as soon thereafter as
           administratively practicable.

11. Section 9.04 shall be amended by deleting Section 9.04 in its entirety and
replacing it with a new Section 9.04, so that such section, as amended, shall
read as follows:

                     9.04 DEATH OF A PARTICIPANT. If a Participant entitled to a
           disability benefit under this Article IX dies prior to commencement
           of payment of his disability benefit hereunder, then the
           Participant's Designated Beneficiary shall receive the amount of the
           disability benefit described in this Article IX in a lump sum.
           Payments hereunder shall begin within sixty (60) days following the
           date on which the Participant's death occurs, or as soon thereafter
           as administratively practicable.

12. Section 10.02 shall be amended by deleting Section 10.02 in its entirety and
replacing it with a new Section 10.02, so that such section, as amended, shall
read as follows:

                     10.02 PREPAYMENT. The Advisory Committee may, in its sole
           discretion, prepay all or any part of the monthly, quarterly or
           annual installments remaining to be paid to a Participant or his
           Designated Beneficiary who has elected to receive benefits under this
           Plan in the form of installments. Receipt thereof by the Participant
           or Designated Beneficiary shall be in full satisfaction of all
           remaining obligations of the Company under the Plan.

13. Add a new Section 10.05 to the Plan as the second to last section of Article
X as follows:

                     10.05 UNFORESEEN FINANCIAL EMERGENCY. "Unforeseeable
           Financial Emergency" means a severe financial hardship of the
           Participant resulting from:

                     (a) A sudden and unexpected illness or accident of the
           Participant or of a dependent of the Participant.


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<PAGE>
                     (b) Loss of Participant's principal residence due to
           casualty; or

                     (c) Such other similar extraordinary and unforeseeable
           circumstances resulting from events beyond the control of the
           Participant.

                     A Participant who has an Unforeseeable Financial Emergency
may request a distribution of that amount of his Accrued Benefit which will
satisfy the financial emergency.

                     Whether a Participant has an Unforeseeable Financial
Emergency shall be determined in the sole discretion of the Advisory Committee.

14. Add a new Section 10.06 to the Plan as the last section of Article X as
follows:

                     10.06 CHANGE IN CONTROL. If a Change in Control occurs, the
           Participants will become 100% vested in their Accrued Benefit, and if
           the Participant has so elected, the vested portion of the
           Participant's Accrued Benefit, including all hypothetical gains and
           losses, will be paid to the Participant, or the Participant's
           beneficiaries, within 45 days following the Change in Control. A
           "Change in Control" shall be deemed to have occurred upon the
           happening of any of the following:

                     (a) the consummation of a plan of merger or consolidation
           of Guilford Mills, Inc. with any other corporation or association
           other than a subsidiary of Guilford Mills, Inc. as a result of which
           the holders of the voting capital stock of Guilford Mills, Inc.
           receive less than fifty-one percent (51%) of the voting capital stock
           of the surviving or resulting corporation;

                     (b) the sale, lease, exchange or other transfer (in one
           transaction or a series of transactions contemplated or arranged by
           any party as a single plan) of all or substantially all of the assets
           of Guilford Mills, Inc. (other than as security for the obligations
           of Guilford Mills, Inc.);

                     (c) the approval by the shareholders of Guilford Mills,
           Inc. of any plan or proposal for the liquidation or dissolution of
           Guilford Mills, Inc.;

                     (d) the acquisition by any person (as such term is used in
           Section 13(d) and 14(d) of the Securities Exchange Act, as amended
           (the "Exchange Act")), after the date this plan is executed, directly
           or indirectly, of beneficial ownership (as defined in Rule 13d-3
           under the Exchange Act) of securities of Guilford Mills, Inc.
           representing in the aggregate twenty percent (20%) or more of the
           voting power of all then outstanding securities of Guilford Mills,
           Inc. having the right under ordinary circumstances to vote in an
           election of the Board of Directors; or

                     (e) the failure, for any reason, during any period of two
           consecutive years, of the individuals who, at the beginning of such


                                       5
<PAGE>
           period, constitute the entire Board of Directors and any new
           directors whose election by the Board, or whose nomination for
           election by the shareholders, shall have been approved by a vote of
           at least two-thirds (2/3) of the directors of the Board then still in
           office who either were directors at the beginning of the period or
           whose election or nomination for election shall previously have been
           so approved, to constitute a majority of the members of the Board.
















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<PAGE>
                     IN WITNESS WHEREOF, this Declaration of Amendment has been
executed on behalf of the Employer on the day and year first above stated.



                                      GUILFORD MILLS, INC.

                                      By: /s/ Richard E. Novak
                                          ------------------------------------
                                          Vice President



ATTEST:


/s/ Beth Mungo
---------------------------------
Benefits Manager


[Corporate Seal]













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