EXCESS BENEFIT PLAN

                                       OF

                             CONE MILLS CORPORATION

                (As Amended and Restated Effective June 30, 2001)


                                    RECITALS

         WHEREAS, Cone Mills Corporation (the "Corporation") has heretofore
adopted the Employees' Retirement Plan of Cone Mills Corporation (the "Basic
Plan"); and

         WHEREAS, Section 415 of the Internal Revenue Code of 1986, as amended
(the "Code"), imposes certain limitations (such limitations as in effect from
time to time to the date hereof are hereinafter referred to as the "Section 415
Limitations") on benefits payable under the Basic Plan and under the other
retirement plans of the Corporation that are qualified under Section 401(a) of
the Code (the "Other Qualified Plans"); and

         WHEREAS, the Other Qualified Plans provide that, in the case of an
employee of the Corporation who is a participant in both the Basic Plan and the
Other Qualified Plans, the Section 415 Limitations shall be applied first to the
Basic Plan so that any required reduction in benefit accruals will occur in the
Basic Plan and not in the Other Qualified Plans; and

         WHEREAS, by plan document dated as of August 2, 1983, the Corporation
established the Supplemental Executive Retirement Plan of Cone Mills Corporation
(hereinafter the "Supplemental Executive Plan") so that certain executives of
Cone Mills Corporation retiring under the Basic Plan (and their beneficiaries)
would receive retirement benefits under the Supplemental Executive Plan that,
when aggregated with the retirement benefits payable under the Basic Plan, would
equal those benefits that would have been payable under the Basic Plan if the
Section 415 Limitations did not apply to the Basic Plan and the Other Qualified
Plans; and

         WHEREAS, by plan document dated as of February 23, 1989, the
Supplemental Executive Plan was amended and restated as provided therein and was
renamed the Excess Benefit Plan of Cone Mills Corporation (the "Excess Benefit
Plan"); and

         WHEREAS, on December 5, 1995, the Board of Directors of the Corporation
approved an amendment to the Excess Benefit Plan pursuant to which executives
who terminate employment on or after January 1, 1996, with 10 or more Years of
Service under the Basic Plan but who do not qualify for Retirement under Section
4 thereof will be eligible to participate in the Excess Benefit Plan; and

<PAGE>

         WHEREAS, on June 11, 2001, the Board of Directors of the Corporation
(a) approved amendments to the Excess Benefit Plan pursuant to which (i)
executives who terminate employment after June 30, 2001, with five or more Years
of Service under the Basic Plan but who do not qualify for Retirement under
Section 4 thereof are eligible to participate in the Excess Benefit Plan and
(ii) certain lump-sum payments from the Excess Benefit Plan are authorized, (b)
terminated the Excess Benefit Plan effective June 30, 2001, so that no benefits
will accrue under the Excess Benefit Plan after June 30, 2001 and (c) determined
that, in calculating any Excess Benefit payable hereunder, the 18 months of
additional Accredited Service given to certain participants in the Basic Plan as
of June 30, 2001, shall be disregarded;

         NOW, THEREFORE, the Corporation hereby amends and restates the Excess
Benefit Plan as follows to incorporate the amendments approved by the Board of
Directors on June 11, 2001, and to reflect the termination of the Excess Benefit
Plan as of June 30, 2001:

         1. Name of Plan. As amended and restated herein, the Plan shall
continue to be known as the Excess Benefit Plan of Cone Mills Corporation.

         2. Purpose of Plan. The purpose of this Excess Benefit Plan is to
provide the participants herein with retirement benefits that, when aggregated
with the retirement benefits payable under the Basic Plan, will provide total
benefits equal to those that would be payable under the Basic Plan if the Basic
Plan terminated on June 30, 2001, and if the Section 415 Limitations did not
apply to the Basic Plan and the Other Qualified Plans. The Plan is intended to
be an "excess benefit plan" within the meaning of Section 3(36) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and, as such,
exempt from the provisions of ERISA by reason of Section 4(b)(5) thereof.

         3. Definitions. All capitalized terms used herein that are defined in
the Basic Plan and not otherwise defined herein shall have the meaning specified
in the Basic Plan, except that, for purposes of this Plan, Offset Value (as
defined in the Basic Plan) shall be disregarded in determining a Member's
Accrued Benefit under the Basic Plan, and Beneficiary shall include a Member's
Spouse if the Spouse is entitled to receive benefits pursuant to Section 8 of
the Basic Plan after the Member's death.

         4. Participation. Subject to paragraph 7 below, if any Member of the
Basic Plan has retired or shall retire from any of the Companies in accordance
with Section 4 of the Basic Plan or shall die while an active Member in the
Basic Plan or shall otherwise terminate employment after completing five or more
Years of Service but without qualifying for Retirement under Section 4 of the
Basic Plan, and if the Section 415 Limitations applicable to the Basic Plan and
the Other Qualified Plans would reduce the benefits otherwise payable under the
Basic Plan to such Member and/or his Beneficiary if the Basic Plan terminated on
June 30, 2001, such Member and/or his Beneficiary shall be entitled to
participate in this Excess Benefit Plan. No Member or his Beneficiary shall be
entitled to benefits hereunder unless such Member (a) has retired and qualified
for Normal Retirement, Early Retirement, or Postponed Retirement under Section 4
of the Basic Plan or (b) has died while an active Member in the Basic Plan and
qualified for death benefits under Section 8 thereof or (c) has otherwise
terminated employment after June 30, 2001, with five or more Years of Service
but without qualifying for Retirement under Section 4 of the Basic Plan.

<PAGE>

         5. Excess Benefit.

            (a) Subject to subparagraphs (d) and (e) below, any Member who is
         entitled to participate in this Excess Benefit Plan in accordance with
         paragraph 4 above, and the Beneficiary of any such Member, shall be
         entitled to a monthly benefit, payable by the Corporation, at the same
         time and in the same manner as the monthly benefit payable to such
         Member or his Beneficiary under the Basic Plan, in an amount equal to
         the excess of:

                (i) The amount of the monthly benefit that would be payable to
            such Member or his Beneficiary under the Basic Plan if (y) the
            Basic Plan had terminated on June 30, 2001 and (z) the Section
            415 Limitations did not apply to the Basic Plan and the Other
            Qualified Plans (except that Section 7.04 of the Basic Plan
            shall be disregarded in determining the amount of the monthly
            benefit that would be payable to the Member or his
            Beneficiary); over

                (ii) The amount of the monthly benefit that would be payable to
            such Member or his Beneficiary under the Basic Plan if it had
            terminated on June 30, 2001, after applying the Section 415
            Limitations in accordance with the terms and provisions of the
            Basic Plan and the Other Qualified Plans (and after giving
            effect to Section 7.04 of the Basic Plan).

            (b) In the case of a death benefit under the Basic Plan that is
         converted to a lump sum payment, the excess benefit payable to the
         Beneficiary under this Plan shall be a lump sum payment determined by
         applying the Basic Plan rules and calculating a lump sum death benefit
         under the Basic Plan as if the Section 415 Limitations did not apply
         and subtracting therefrom the amount of the lump sum death benefit
         payable under the Basic Plan after applying the Section 415
         Limitations.

            (c) Notwithstanding the foregoing, if amounts paid to any Member or
         his Beneficiary under the Basic Plan and the Corporation's 1983 ESOP
         are less than the Accrued Benefit (or Actuarial Equivalent thereof) of
         the Member under the Basic Plan, then any amounts otherwise payable in
         accordance with this paragraph 5 to any Member and/or his Beneficiary
         under this Plan shall be paid in the same proportion as the benefits
         payable under the Basic Plan and the Corporation's 1983 ESOP to such
         Member and/or his Beneficiary bear to the Accrued Benefit (or Actuarial
         Equivalent thereof) of the Member or Beneficiary under the Basic Plan.

            (d) In its sole discretion, using such reasonable actuarial
         assumptions as it deems appropriate, the Corporation may convert the
         Excess Benefit of any Member to a lump sum and, upon payment of the
         lump sum to the Member, the Corporation shall have no further
         obligation to the Member or the Member's Beneficiary under this Excess
         Benefit Plan. In no event will lump sum payments to any Member under
         this paragraph 5(d) and under paragraph 5(d) of the Cone Mills
         Corporation SERP exceed $10,000 in the aggregate.
<PAGE>

            (e) Under Section 1.01 of the Basic Plan, certain Members were given
         18 months of additional Accredited Service as of June 30, 2001. In
         determining the Excess Benefit payable to any such Member or his
         Beneficiary under this paragraph 5, the 18 months of additional
         Accredited Service given as of June 30, 2001, shall be disregarded and
         excluded from all calculations.

         6. Determinations by Corporation; Amendment. Any determination in good
faith by the Corporation, including any determination by the Pension Committee
under the Basic Plan, as to the amount of benefits payable hereunder to any
Member or Beneficiary shall be final and binding for purposes of this Plan. In
addition, the Corporation may from time to time amend this Excess Benefit Plan
for the purpose of carrying out the intent of the Board of Directors of the
Corporation.

         7. Forfeiture of Benefits.

            (a) If a Member's employment with any of the Companies is terminated
         for cause or if he is retired for cause, then neither the Member nor
         his Beneficiary shall be entitled to receive benefits under this Excess
         Benefit Plan. For purposes of this paragraph 7(a), termination for
         cause shall mean (i) termination due to the Member's committing fraud,
         misappropriation or embezzlement in the performance of his duties as an
         employee or (ii) termination due to the Member's committing any felony
         for which he is convicted and which, as determined in good faith
         by the Board of Directors of the Corporation, constitutes a crime
         involving moral turpitude and results in material harm to the
         Corporation.

            (b) If at any time while benefits are payable under this Excess
         Benefit Plan, a Member entitled to such benefits shall, directly or
         indirectly, own any interest in, manage, operate, control, be
         employed by, render advisory services to, represent, or participate in
         or be connected with the management or control of, any business which
         is then in competition with the Corporation or any of its subsidiaries,
         the Corporation shall have the right to terminate payment of any
         benefits that would otherwise be payable hereunder to such Member or
         his Beneficiary from and after the date of such Member's violation of
         the conditions of this paragraph 7(b); provided, however, that any
         Member may own, directly or indirectly, solely as an investment,
         securities of any corporation traded on a national securities exchange
         if such Member is not a controlling person of, or a member of a group
         which controls, such corporation, does not, directly or indirectly,
         own more than one percent of any class of securities of such
         corporation and does not otherwise violate the conditions of this
         paragraph 7(b).  The Board of Directors may waive in writing the
         Corporation's right to terminate payment of benefits under this Plan in
         the event of a violation of this paragraph 7(b).

         8. No Funding of Plan. This Excess Benefit Plan shall be "unfunded"
within the meaning of Section 4(b)(5) of ERISA. All benefits payable hereunder
shall be paid by the Corporation out of its general assets. To the extent that


<PAGE>

any Member or Beneficiary acquires the right to receive payments from the
Corporation hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Corporation. The Corporation shall have no
obligation to establish any fund or to purchase any annuity or other contract to
provide the amounts payable hereunder, and, except as otherwise expressly
provided by written instrument, if any such fund is established or any such
contract purchased, it shall be the sole property of the Corporation and no
Member or Beneficiary shall have any rights therein.

         9. No Assignment. No right or benefit under this Excess Benefit Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance, or charge by any Member or his Beneficiary, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge any right or
benefit under this Plan shall be void.

         10. Binding Effect. This Excess Benefit Plan shall constitute a binding
obligation of the Corporation and its successors and assigns to each Member and
Beneficiary entitled to benefits in accordance with the terms and conditions
hereof. As used herein, the term "successor" shall include any person, firm,
corporation or other business entity that, whether by merger, purchase or
otherwise, acquires all or substantially all of the assets or business of the
Corporation. This Plan has been adopted by the Corporation in consideration of
past and anticipated future services of its employees.

         11. Construction. This Plan shall be governed by and construed in
accordance with the laws and judicial decisions of the State of North Carolina.
As used herein, the masculine gender shall include the feminine, as appropriate.

         12. Coordination. This Excess Benefit Plan shall be coordinated with
the Cone Mills Corporation SERP so that, subject to subparagraphs 5(d) and 5(e),
the total retirement benefits payable to a Member or his Beneficiary under the
Basic Plan (with respect to his Accrued Benefit as of June 30, 2001), the SERP
and this Plan equal the benefits that would have been payable to such Member or
Beneficiary under the Basic Plan if (i) the Basic Plan had terminated on June
30, 2001, (ii) the Section 415 Limitations had not applied to the Basic Plan and
the Other Qualified Plans, (iii) there had been no limitation on the amount of
annual compensation taken into account under the Basic Plan and (iv) if Section
7.04 of the Basic Plan were disregarded.

        IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Excess Benefit Plan to be executed on June 11, 2001.


                             CONE MILLS CORPORATION


                             By:  /s/Neil W. Koonce
                                  Neil W. Koonce
                                  Vice President, General Counsel and Secretary