Collins & Aikman Corporation

                        1994 Directors Stock Option Plan
                    Amended and Restated as of March 23, 1999


I.   Purposes of the Plan

     The purposes of this 1994 Directors Stock Option Plan (the "Plan") are to
enable Collins & Aikman Corporation (the "Company") to attract, retain and
motivate the directors who are important to the success and growth of the
business of the Company and to create a long-term mutuality of interest between
the directors and the stockholders of the Company by granting the directors
options to purchase Common Stock (as defined herein). This document shall
supersede all other material describing this Plan, including, but not limited
to, prior drafts hereof and any documents incorporating the terms and provisions
of any such prior drafts.

II.  Definitions

     In addition to the terms defined elsewhere herein, for purposes of this
Plan, the following terms will have the following meanings when used herein with
initial capital letters:

          A. "Act" means the Securities Exchange Act of 1934, as amended, and
     all rules and regulations promulgated thereunder.

          B. "Board" means the Board of Directors of the Company.

          C. "Code" means the Internal Revenue Code of 1986, as amended (or any
     successor statute).

          D. "Committee" means the Board or a duly appointed committee of the
     Board to which the Board has delegated its power and functions hereunder.

          E. "Common Stock" means the common stock of the Company, par value
     $.01 per share, any Common Stock into which the Common Stock may be
     converted and any Common Stock resulting from any reclassification of the
     Common Stock.

          F. "Company" means Collins & Aikman Corporation, a Delaware
     corporation.

          G. "Eligible Director" means a director of the Company who is not an
     active employee of the Company or any subsidiary of the Company and who is
     not affiliated with a Principal Stockholder (as hereinafter defined) and
     was not an active employee of the Company or any subsidiary of the Company
     or affiliated with a Principal Stockholder at the time of such director=s
     most recent election to the Board of Directors of the Company. A "Principal
     Stockholder" means (i) any entity which, directly or indirectly,
     beneficially owns or controls 5% or more of the combined voting power of
     the then outstanding voting securities of the Company (or any subsidiary)
     entitled to vote generally in the election of directors or (ii) any entity
     controlling, controlled by or under common control (within the meaning of
     Rule 405 of the Securities Act) with any such entity. For purposes hereof,
     a person shall be "affiliated with" a Principal Stockholder



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     if such person is a general partner, limited partner, director, officer or
     employee of such Principal Stockholder or any affiliate of such Principal
     Stockholder (other than the Company or any subsidiary of the Company) or is
     otherwise an AAffiliate@ of such Principal Stockholder as defined in Rule
     405 under the Securities Act.

          H. "Fair Market Value" shall mean, for purposes of this Plan, unless
     otherwise required by any applicable provision of the Code or any
     regulations issued thereunder, as of any date, the last sales prices
     reported for the Common Stock on the applicable date, (i) as reported by
     the principal national securities exchange in the United States on which it
     is then traded, or (ii) if not traded on any such national securities
     exchange, as quoted on an automated quotation system sponsored by the
     National Association of Securities Dealers, or if the sale of the Common
     Stock shall not have been reported or quoted on such date, on the first day
     prior thereto on which the Common Stock was reported or quoted.

          I. "Option" means the right to purchase one Share at a prescribed
     purchase price on the terms specified in the Plan.

          J. "Participant" means an Eligible Director who is granted Options
     under the Plan which Options have not expired.

          K. "Person" means any individual or entity, and the heirs, executors,
     administrators, legal representatives, successors and assigns of such
     Person as the context may require.

          L. "Related Person" means (a) any corporation that is defined as a
     subsidiary corporation in Section 424(f) of the Code or (b) any corporation
     that is defined as a parent corporation in Section 424(e) of the Code. An
     entity shall be deemed a Related Person only for such periods as the
     requisite ownership relationship is maintained.

          M. "Securities Act" means the Securities Act of 1933, as amended, and
     all rules and regulations promulgated thereunder.

          N. "Share" means a share of Common Stock.

          O. "Termination of Directorship" with respect to an individual means
     that individual is no longer acting as a director of the Company.

III. Effective Date

     The Plan shall become effective as of November 1, 1994 (the "Effective
Date"), subject to its approval by the majority of the Common Stock (at the time
of approval) within one year after the Plan is adopted by the Board. Grants of
Options under the Plan will be made after the Effective Date of the Plan
pursuant to Article VI(B) of this Plan, provided that, if the Plan is not
approved by the majority of the Common Stock (at the time of approval), all
Options which have been granted pursuant to the terms of the Plan shall be null
and void. No Options may be exercised prior to the approval of the Plan by the
majority of the Common Stock (at the time of approval).

IV.  Administration

     A. Duties of the Committee. The Plan shall be administered by the
Committee. The Committee shall have full authority to interpret the Plan and to
decide any questions and settle all


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controversies and disputes that may arise in connection with the Plan; to
establish, amend and rescind rules for carrying out the Plan; to administer the
Plan, subject to its provisions; to prescribe the form or forms of instruments
evidencing Options and any other instruments required under the Plan and to
change such forms from time to time; and to make all other determinations and to
take all such steps in connection with the Plan and the Options as the
Committee, in its sole discretion, deems necessary or desirable. The Committee
shall not be bound to any standards of uniformity or similarity of action,
interpretation or conduct in the discharge of its duties hereunder, regardless
of the apparent similarity of the matters coming before it. Any determination,
action or conclusion of the Committee shall be final, conclusive and binding on
all parties.

     B. Advisors. The Committee may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of the Plan, and may rely
upon any advice or opinion received from any such counsel or consultant and any
computation received from any such consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Company.

     C. Indemnification. To the maximum extent permitted by applicable law, no
officer of the Company or member or former member of the Committee or of the
Board shall be liable for any action or determination made in good faith with
respect to the Plan or any Option granted under it. To the maximum extent
permitted by applicable law and the Restated Certificate of Incorporation or
By-Laws of the Company, each officer and member or former member of the
Committee or of the Board shall be indemnified and held harmless by the Company
against any cost or expense (including reasonable fees of counsel reasonably
acceptable to the Company) or liability (including any sum paid in settlement of
a claim with the approval of the Company), and advanced amounts necessary to pay
the foregoing at the earliest time and to the fullest extent permitted, arising
out of any act or omission to act in connection with the Plan, except to the
extent arising out of such officer's, member's or former member's own fraud or
bad faith. Such indemnification shall be in addition to any rights of
indemnification the officers, members or former members may have as directors or
officers under applicable law or under the Restated Certificate of Incorporation
or By-Laws of the Company.

     D. Meetings of the Committee. The Committee shall adopt such rules and
regulations as it shall deem appropriate concerning the holding of its meetings
and the transaction of its business. All determinations by the Committee shall
be made by the affirmative vote of a majority of its members. Any such
determination may be made at a meeting duly called and held at which a majority
of the members of the Committee are in attendance in person or through
telephonic communication. Any determination set forth in writing and signed by
all the members of the Committee shall be as fully effective as if it had been
made by a majority vote of the members at a meeting duly called and held.

     E. Determinations. Each determination, interpretation or other action made
or taken pursuant to the provisions of this Plan by the Committee shall be
final, conclusive and binding for all purposes and upon all persons, including,
without limitation, the Participants, the Company, directors, officers and other
employees of the Company, and the respective heirs, executors, administrators,
personal representatives and other successors in interest of each of the
foregoing.

     F. Disinterested Directors. Notwithstanding the foregoing, the Committee
may not take any action which would cause any Eligible Director to cease to be a
"disinterested person" for purposes of Rule 16b-3 promulgated under the Act, as
then in effect or any successor provisions ("Rule 16b-3"), with regard to any
stock option or other equity plan of the Company.


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V.   Shares; Adjustment Upon Certain Events

     A. Shares to be Delivered; Fractional Shares. Shares to be issued under the
Plan shall be made available, at the sole discretion of the Board, either from
authorized but unissued Shares or from issued Shares reacquired by Company and
held in treasury. No fractional Shares will be issued or transferred upon the
exercise of any Option nor will any compensation be paid with regard to
fractional shares.

     B. Number of Shares. Subject to adjustment as provided in this Article V,
the maximum aggregate number of Shares that may be issued under the Plan shall
be 600,000. Where Options are for any reason cancelled, or expire or terminate
unexercised, the Shares covered by such Options shall again be available for the
grant of Options, within the limits provided by the preceding sentence.

     C. Adjustments; Recapitalization, etc. The existence of this Plan and the
Options granted hereunder shall not affect in any way the right or power of the
Board or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
Common Stock, the dissolution or liquidation of the Company or any sale or
transfer of all or part of its assets or business, or any other corporate act or
proceeding, in which case the provisions of this Article V(C) shall govern
outstanding Options:

          1. The Shares with respect to which Options may be granted are Shares
     of Common Stock as presently constituted, but, if and whenever the Company
     shall effect a subdivision, recapitalization or consolidation of Shares or
     the payment of a stock dividend on Shares without receipt of consideration,
     the aggregate number and kind of shares of capital stock issuable under
     this Plan shall be proportionately adjusted, and each holder of a then
     outstanding Option shall have the right to purchase under such Option, in
     lieu of the number of Shares as to which the Option was then exercisable
     but on the same terms and conditions of exercise set forth in such Option,
     the number and kind of shares of capital stock which he or she would have
     owned after such sub-division, recapitalization, consolidation or dividend
     if immediately prior thereto he had been the holder of record of the number
     of Shares as to which such Option was then exercisable.

          2. If the Company merges or consolidates with one or more corporations
     and the Company shall be the surviving corporation, thereafter upon
     exercise of an Option theretofore granted, the Participant shall be
     entitled to purchase under such Option in lieu of the number of Shares as
     to which such Option shall then be exercisable, but on the same terms and
     conditions of exercise set forth in such Option, the number and kind of
     shares of capital stock or other property to which the Participant would
     have been entitled pursuant to the terms of the agreement of merger or
     consolidation if, immediately prior to such merger or consolidation, the
     Participant had been the holder of record of the number of Shares as to
     which such Option was then exercisable.

          3. If the Company shall not be the surviving corporation in any merger
     or consolidation, or if the Company is to be dissolved or liquidated, then,
     unless the surviving corporation assumes the Options or substitutes new
     Options which are determined by the Board in its sole discretion to be
     substantially similar in nature and equivalent in terms and value for
     Options then outstanding, upon the effective date of such merger,
     consolidation, liquidation or dissolution, any unexercised Options shall
     expire without additional compensation to the holder thereof; provided,
     that, the Committee shall deliver notice to each Participant at least 20
     days prior to the date of consummation of such merger, consolidation,


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     dissolution or liquidation which would result in the expiration of the
     Options and during the period from the date on which such notice of
     termination is delivered to the consummation of the merger, consolidation,
     dissolution or liquidation, each Participant shall have the right to
     exercise in full effective as of such consummation all the Options that are
     then outstanding (without regard to limitations on exercise otherwise
     contained in the Options other than the requirements of Article III) but
     contingent on occurrence of the merger, consolidation, dissolution or
     liquidation, and, provided that, if the contemplated transaction does not
     take place within a ninety (90) day period after giving such notice for any
     reason whatsoever, the notice, accelerated vesting and exercise shall be
     null and void and if and when appropriate new notice shall be given as
     aforesaid. Notwithstanding the foregoing, the Options held by persons
     subject to Section 16(b) of the Act that would not have vested under the
     Plan except pursuant to Article VI(F) prior to the effective date of such
     merger, consolidation, liquidation or dissolution shall not expire on such
     date but shall expire thirty (30) days after they would have otherwise
     vested under the Plan and shall after the effective date of such merger,
     consolidation, liquidation or dissolution represent only the right to
     receive the number and kind of shares of capital stock or other property to
     which the Participant would have been entitled if immediately prior to the
     effective date of such merger, consolidation, liquidation or dissolution
     the Participant had been the holder of record of the number of Shares as to
     which such Option was then exercisable.

          4. If as a result of any adjustment made pursuant to the preceding
     paragraphs of this Article V(C), any Participant shall become entitled upon
     exercise of an Option to receive any shares of capital stock other than
     Common Stock, then the number and kind of shares of capital stock so
     receivable thereafter shall be subject to adjustment from time to time in a
     manner and on terms as nearly equivalent as practicable to the provisions
     with respect to the Common Stock set forth in this Article V(C).

          5. Except as hereinbefore expressly provided, the issuance by the
     Company of shares of stock of any class or securities convertible into
     shares of stock of any class, for cash, property, labor or services, upon
     direct sale, upon the exercise of rights or warrants to subscribe therefor,
     or upon conversion of shares or other securities, and in any case whether
     or not for fair value, shall not affect, and no adjustment by reason
     thereof shall be made with respect to, the number of Shares subject to
     Options theretofore granted or the purchase price per Share.


VI.  Awards and Terms of Options

     A. Grant. Without further action by the Board or the stockholders of the
Company, each Eligible Director on each Annual Date of Grant (as hereinafter
defined) shall be automatically granted options to purchase 10,000 shares,
subject to the terms of the Plan, provided that no such Option shall be granted
if on the date of grant the Company has liquidated, dissolved or merged or
consolidated with another entity in such a manner that it is not the surviving
entity (unless the Plan has been assumed by such surviving entity with regard to
future grants).

     B. Date of Grant. Annual Grants shall be made initially on the date on
which this Plan is approved by the Board (the "Initial Grant Date") and on each
anniversary of the Effective Date thereafter (the Initial Grant Date and each
anniversary of the Effective Date thereafter being referred to as an "Annual
Date of Grant"); provided that if such date in any year is a date on which the
New York Stock Exchange is not open for trading, the grant shall be made on the
first day thereafter on which the New York Stock Exchange is open for trading.
Notwithstanding the foregoing, in the event no Fair Market Value can be
determined pursuant to the provisions hereof, no Annual Grant shall be made for
such fiscal year.


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     C. Option Agreement. Options shall be evidenced by Option agreements in
substantially the form annexed hereto as Exhibit A as modified from time to
time.

     D. Option Terms:

          1. Exercise Price. The purchase price per share ("Purchase Price")
     deliverable upon the exercise of an Option shall be 100% of the Fair Market
     Value of such Share at the time of the grant of the Option, or the par
     value of the Share, whichever is the greater.

          2. Period of Exercisability. Except as otherwise provided herein, each
     Option granted under this Plan shall be exercisable on or after the later
     of (a) six (6) months and one day after the date of grant or (b) approval
     of this Plan by the stockholders in accordance with Article III hereof.

          3. Procedure for Exercise. A Participant electing to exercise one or
     more Options shall give written notice to the Secretary of the Company of
     such election and of the number of Options he or she has elected to
     exercise. Shares purchased pursuant to the exercise of Options shall be
     paid for at the time of exercise in cash or by delivery of unencumbered
     Shares owned by the Participant for at least six months (or such longer
     period as required by applicable accounting standards to avoid a charge to
     earnings) or a combination thereof.

     E. Expiration. Except as otherwise provided herein, if not previously
exercised each Option shall expire upon the tenth anniversary of the date of the
grant thereof.

     F. Acceleration of Exercisability.

     All Options granted and not previously exercisable shall become fully
exercisable immediately upon the later of a Change of Control (as defined
herein) or approval of the Plan by the stockholders in accordance with Article
III. Article (V)(C) shall also apply to the extent, if any, it is applicable.
For this purpose, a "Change of Control" shall be deemed to have occurred upon:

          (a) an acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or (14)(d)(1) of the Act) of beneficial
     ownership (within the meaning of Rule 13d-3 promulgated under the Act) of
     more than 80% of the combined voting power of the then outstanding voting
     securities of Company entitled to vote generally in the election of
     directors, including, but not limited to, by merger, consolidation or
     similar corporate transaction or by purchase; excluding, however, the
     following: (x) any acquisition by the Company, a Related Person,
     Wasserstein Perella Partners, L.P., Blackstone Capital Partners L.P. or an
     affiliate of any of the foregoing, or (y) any acquisition by an employee
     benefit plan (or related trust) sponsored or maintained by the Company or a
     Related Person; or

          (b) the approval of the stockholders of the Company of (i) a complete
     liquidation or dissolution of the Company or (ii) the sale or other
     disposition of more than 80% of the gross assets of the Company and Related
     Persons on a consolidated basis (determined under 


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     generally accepted accounting principles in accordance with prior
     practice); excluding, however, such a sale or other disposition to a
     corporation with respect to which, following such sale or other
     disposition, (x) more than 20% of the combined voting power of the then
     outstanding voting securities of such corporation entitled to vote
     generally in the election of directors will be then beneficially owned,
     directly or indirectly, by the individuals and entities who were the
     beneficial owners of the outstanding Shares immediately prior to such sale
     or other disposition, (y) no Person (other than the Company, Related
     Persons, and any employee benefit plan (or related trust) of the Company or
     Related Persons or such corporation and any Person beneficially owning,
     immediately prior to such sale or other disposition, directly or
     indirectly, 20% or more of the outstanding Shares) will beneficially own,
     directly or indirectly, 20% or more of the combined voting power of the
     then outstanding voting securities of such corporation entitled to vote
     generally in the election of directors and (z) individuals who were members
     of the incumbent board immediately prior to the sale or other disposition
     will constitute at least a majority of the members of the board of
     directors of such corporation. 

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VII. Effect of Termination of Directorship

     A. Death, Disability or Otherwise Ceasing to be a Director. Except as
otherwise provided herein, upon Termination of Directorship, on account of
disability, death, resignation, failure to stand for reelection or failure to be
reelected or otherwise, all outstanding Options then exercisable and not
exercised by the Participant prior to such Termination of Directorship shall
remain exercisable by the Participant or, in the case of death, by the
Participant's estate or by the person given authority to exercise such Options
by his or her will or by operation of law, until the expiration of the Option in
accordance with the terms of the Plan and grant.

     B. Cancellation of Options. No Options that were not exercisable during the
period such person serves as a director shall thereafter become exercisable upon
a Termination of Directorship for any reason or no reason whatsoever, and such
options shall terminate and become null and void upon a Termination of
Directorship.


VIII. Nontransferability of Options

     Except as provided in the following sentence, no Option shall be
transferable by the Participant otherwise than by will or under applicable laws
of descent and distribution and during the lifetime of the Participant may be
exercised only by the Participant or his or her guardian or legal
representative. An Option shall also be transferable under a domestic relations
order that is a "qualified domestic relations order", as defined in section
414(p) of the Code, but may thereafter not be further transferred except as
provided in the prior sentence (with the alternate payee under such order being
substituted for "Participant"). In addition, except as provided above, no Option
shall be assigned, negotiated, pledged or hypothecated in any way (whether by
operation of law or otherwise), and no Option shall be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, negotiate,
pledge or hypothecate any Option, or in the event of any levy upon any Option by
reason of any execution, attachment or similar process contrary to the
provisions hereof, such Option shall immediately terminate and become null and
void.


IX.  Rights as a Stockholder

     A Participant (or a permitted transferee of an Option) shall have no rights
as a stockholder with respect to any Shares covered by such Participant's Option
until such Participant (or permitted transferee) shall have become the holder of
record of such Shares, and no adjustments shall be made for dividends in cash or
other property or distributions or other rights in respect to any such Shares,
except as otherwise specifically provided in this Plan.


X.   Termination, Amendment and Modification

     The Plan shall terminate at the close of business on the seventh
anniversary of the Effective Date (the "Termination Date"), unless terminated
sooner as hereinafter provided, and no Option shall be granted under the Plan on
or after that date. The termination of the Plan shall not terminate any
outstanding Options that by their terms continue beyond the Termination Date.
The Committee at any time or from time to time may amend this Plan to effect (i)
amendments necessary or desirable in order that this Plan and the Options shall
conform to all applicable laws and regulations, and (ii) any other amendments


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deemed appropriate, provided that no such amendment may be made if either the
authority to make such amendment or the amendment would cause the Eligible
Directors to cease to be "disinterested persons" with regard to this Plan or any
other stock option or other equity plan of the Company for purposes of Rule
16b-3 and further provided that the provisions of the Plan relating to the
amount, price and timing of, and eligibility for, awards shall not be amended
more than once every six (6) months except to comport with changes in the Code
and the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder. Notwithstanding the foregoing, the Committee may not effect
any amendment that would require the approval of the stockholders of the Company
under Rule 16b-3 unless such approval is obtained. In no event, unless no longer
required as a condition of compliance with the requirements of Rule 16b-3, shall
the Committee without the approval of stockholders normally entitled to vote for
the election of directors of the Company:

          1. increase the number of Shares available for grants under this Plan;

          2. reduce the minimum exercise price at which any option may be
     exercised;

          3. change the requirements as to eligibility for participation under
     this Plan;

          4. change the number of Options to be granted or the date on which
     such Options are to be granted; or

          5. materially increase the benefits accruing to Participants
     hereunder.

     This Plan may be amended or terminated at any time by the stockholders of
the Company.

     This Plan and any Options granted hereunder shall terminate and be void if
this Plan does not receive the approval of the stockholders of the Company that
may be required under Rule 16b-3, no later than the next annual meeting of
stockholders of the Company. Except as otherwise required by law, no
termination, amendment or modification of this Plan may, without the consent of
the Participant or the permitted transferee of his Option, alter or impair the
rights and obligations arising under any then outstanding Option.


XI.  Use of Proceeds

     The proceeds of the sale of Shares subject to Options under the Plan are to
be added to the general funds of the Company and used for its general corporate
purposes as the Board shall determine.


XII. General Provisions

     A. Right to Terminate Directorship. This Plan shall not impose any
obligations on the Company to retain any Participant as a director nor shall it
impose any obligation on the part of any Participant to remain as a director of
the Company.

     B. Trusts, etc. Nothing contained in the Plan and no action taken pursuant
to the Plan (including, without limitation, the grant of any Option thereunder)
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Company and any Participant or the executor,
administrator or other personal representative or designated beneficiary of such
Participant, or any other 


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persons. Any reserves that may be established by the Company in connection with
the Plan shall continue to be part of the general funds of the Company, and no
individual or entity other than the Company shall have any interest in such
funds until paid to a Participant. If and to the extent that any Participant or
such Participant's executor, administrator or other personal representative, as
the case may be, acquires a right to receive any payment from the Company
pursuant to the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company.

     C. Notices. Any notice to the Company required by or in respect of this
Plan will be addressed to the Company at 701 McCullough Drive, Charlotte, North
Carolina 28262, Attention: Vice President, Human Resources, or such other place
of business as shall become the Company's principal executive offices from time
to time, or sent to the Company by facsimile to (704) 548-2081, Attention: Vice
President, Human Resources or to such other facsimile number as the Company
shall notify each Participant. Each Participant shall be responsible for
furnishing the Committee with the current and proper address for the mailing to
such Participant of notices and the delivery to such Participant of agreements,
Shares and payments. Any such notice to the Participant will, if the Company has
received notice that the Participant is then deceased, be given to the
Participant's personal representative if such representative has previously
informed the Company of his or her status and address (and has provided such
reasonable substantiating information as the Company may request) by written
notice under this Section. Any notice required by or in respect of this Plan
will be deemed to have been duly given when delivered in person or when
dispatched by telegram or, in the case of notice to the Company, by facsimile as
described above, or one business day after having been dispatched by a
nationally recognized overnight courier service or three business days after
having been mailed by United States registered or certified mail, return receipt
requested, postage prepaid. The Company assumes no responsibility or obligation
to deliver any item mailed to such address that is returned as undeliverable to
the addressee and any further mailings will be suspended until the Participant
furnishes the proper address.

     D. Severability of Provisions. If any provisions of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions of the Plan, and the Plan shall be construed and enforced
as if such provisions had not been included.

     E. Payment to Minors, Etc. Any benefit payable to or for the benefit of a
minor, an incompetent person or other person incapable of receipt thereof shall
be deemed paid when paid to such person's guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Committee, the Company and their employees, agents and
representatives with respect thereto.

     F. Headings and Captions. The headings and captions herein are provided for
reference and convenience only. They shall not be considered part of the Plan
and shall not be employed in the construction of the Plan.

     G. Controlling Law. The Plan shall be construed and enforced according to
the laws of the State of Delaware.

     H. Section 16(b) of the Act. All elections and transactions under the Plan
by persons subject to Section 16 of the Act involving shares of Common Stock are
intended to comply with all exemptive conditions under Rule 16b-3. To the extent
any provision of the Plan or action by the Committee fails to so comply, it
shall be deemed null and void. The Committee may establish and adopt written
administrative guidelines, designed to facilitate compliance with Section 16(b)
of the Act, as it may


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deem necessary or proper for the administration and operation of the Plan and
the transaction of business thereunder.


XIII. Issuance of Stock Certificates; Legends; Payment of Expenses

     A. Stock Certificates. Upon any exercise of an Option and payment of the
exercise price as provided in such Option, a certificate or certificates for the
Shares as to which such Option has been exercised shall be issued by the Company
in the name of the person or persons exercising such Option and shall be
delivered to or upon the order of such person or persons, subject, however, in
the case of Options exercised pursuant to Section V(C)3 hereof, to the merger,
consolidation, dissolution or liquidation triggering the rights under that
Section.

     B. Legends. Certificates for Shares issued upon exercise of an Option shall
bear such legend or legends as the Committee, in its sole discretion, determines
to be necessary or appropriate to prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act or to
implement the provisions of any agreements between the Company and the
Participant with respect to such Shares.

     C. Payment of Expenses. The Company shall pay all issue or transfer taxes
with respect to the issuance or transfer of Shares, as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance or
transfer and with the administration of the Plan.

XIV. Listing of Shares and Related Matters

     If at any time the Board or the Committee shall determine in its sole
discretion that the listing, registration or qualification of the Shares covered
by the Plan upon any national securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the grant of
Options or the award or sale of Shares under the Plan, no Option grant shall be
effective and no Shares will be delivered, as the case may be, unless and until
such listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Board.

XV.  Withholding Taxes

     The Company shall have the right to require, prior to the issuance or
delivery of any shares of Common Stock, payment by the Participant of any
Federal, state or local taxes required by law to be withheld.


                                      A-11
<PAGE>


                                                                       Exhibit A
                                                                       ---------


                          COLLINS & AIKMAN CORPORATION
                                OPTION AGREEMENT
                                 PURSUANT TO THE
                        1994 DIRECTORS STOCK OPTION PLAN


[Eligible Director]

Dear:

                              Preliminary Statement

     As a director of Collins & Aikman Corporation (the "Company") on the Annual
Date of Grant and pursuant to the terms of the Collins & Aikman Corporation 1994
Directors Stock Option Plan, annexed hereto as Exhibit 1 (the "Plan"), you, as
an Eligible Director (as defined in the Plan), have been automatically granted a
nonqualified stock option (the "Option") to purchase the number of shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), set forth
below.

     The terms of the grant are as follows:

     1. Tax Matters. No part of the Option granted hereby is intended to qualify
as an "incentive stock option" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

     2. Grant of Option. Subject in all respects to the Plan and the terms and
conditions set forth herein and therein including, without limitation, the
provisions requiring shareholder approval, you are hereby granted an Option to
purchase from the Company up to 10,000 Shares (as defined in the Plan), at a
price per Share of $_________ (the "Option Price").

     3. Vesting. The Option may be exercised by you, in whole or in part, at any
time or from time to time on or after the later of (a) six (6) months and one
(1) day after the date of grant or (b) approval of the Plan by the stockholders
of the Company and prior to the expiration of the Option as provided herein and
in the Plan. Upon the occurrence of a Change of Control (as defined in the
Plan), the Option shall immediately become exercisable with respect to all
Shares subject thereto, regardless of whether the Option has vested with respect
to such Shares upon the later of such Change of Control and approval of the Plan
by the stockholders of the Company.

     4. Termination. Unless terminated as provided below or otherwise pursuant
to the Plan, the Option shall expire on the tenth anniversary of this grant.

     5. Restriction on Transfer of Option. Except as provided in the Plan with
regard to a "qualified domestic relations order", as defined in Section 414(p)
of the Internal Revenue Code, the Option granted hereby is not transferable
otherwise than by will or under the applicable laws of descent and distribution
and during your lifetime may be exercised only by you or your guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise),
and the Option shall not be subject to execution, attachment or similar process.
Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the


                                      A-12
<PAGE>


Option, or in the event of any levy upon the Option by reason of any execution,
attachment or similar process contrary to the provisions hereof, the Option
shall immediately become null and void.

     6. Rights as a Shareholder. You shall have no rights as a shareholder with
respect to any Shares covered by the Option until you shall have become the
holder of record of the Shares, and no adjustments shall be made for dividends
in cash or other property, distributions or other rights in respect of any such
Shares, except as otherwise specifically provided for in the Plan.

     7. Provisions of Plan Control. This grant is subject to all the terms,
conditions and provisions of the Plan and to such rules, regulations and
interpretations relating to the Plan as may be adopted by the Committee and as
may be in effect from time to time. Any capitalized term used but not defined
herein shall have the meaning ascribed to such term in the Plan. The annexed
copy of the Plan is incorporated herein by reference. If and to the extent that
this grant conflicts or is inconsistent with the terms, conditions and
provisions of the Plan, the Plan shall control, and this grant shall be deemed
to be modified accordingly.

     8. Notices. Any notice or communication given hereunder shall be in writing
and shall be deemed to have been duly given when delivered in person or, in the
case of notice to the Company, by facsimile to the facsimile number set forth
below, or when dispatched by Telegram, or one business day after having been
dispatched by a nationally recognized courier service or three business days
after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid, to the appropriate party at the address (or,
in the case of notice to the Company, facsimile number) set forth below (or such
other address as the party shall from time to time specify in accordance with
Article XII(D) of the Plan.):

     If to the Company, to:

          Collins & Aikman Corporation
          701 McCullough Drive
          Charlotte, North Carolina 28262
          Attention: Vice President, Human Resources
          Facsimile number:  (704) 548-2081

     If to you, to:

          the address indicated on the signature page at the end of this grant.

                                        Sincerely,

                                        COLLINS & AIKMAN CORPORATION

                                        By:
                                           -------------------------------------
                                           Authorized Officer Accepted:


----------------------------------
[PARTICIPANT]
Address: