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                          Collins & Aikman Products Co.
                   1998 EXECUTIVE INCENTIVE COMPENSATION PLAN


ARTICLE 1. Introduction: Plan Summary and Objectives

1.1  Plan Summary. The Collins & Aikman Products Co. (the "Company") 1998
     Executive Incentive Compensation Plan (the "Plan") establishes the annual
     (fiscal year) bonus program for key employees ("Participants") who are in a
     position to have an impact on the attainment of the goals of the Company,
     and the Company's operating divisions. The Plan provides for substantial
     awards to Participants whose unit meets or exceeds the specified
     performance goal.

     The bonuses of Participants in the 1998 Plan will be based primarily on one
     financial measure: Earnings Before Interest and Taxes ("EBIT") of the
     Participant's unit. Threshold, Target and Maximum performance goals will be
     established for this financial measure. These goals shall be associated,
     respectively, with lowest, expected and maximum bonus levels for each
     measure.

     Awards are determined by assigning each Participant a "Target Bonus" or
     expected bonus level that is equal to a specified percent of base salary.
     The bonus actually paid to the Participant will be based on the extent to
     which the performance of his or her unit meets or exceeds the predetermined
     goals, and on the Participant's performance relative to other Plan
     Participants. The maximum bonus payable shall be equal to 200% of the
     Target Bonus.

1.2  Plan Objectives. The Plan objectives are:

     a.   to motivate key employees to achieve and exceed the specified
          financial objectives,

     b.   to maintain management's focus on the importance of earnings,

     c.   to encourage management to balance the longer term needs of the
          business with shorter term requirements, and

     d.   to attract and retain the quality and quantity of key employees
          required to successfully manage the Company's operations.


ARTICLE 2. Plan Definitions

2.1  "Base Salary" means the annual base rate of pay, exclusive of bonuses, long
     term incentive awards, benefits, car allowances, awards under this Plan and
     any other non-salary items, as in effect for a Participant on the last day
     of the fiscal year ending in the Plan Year for which an incentive award is
     made.

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


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2.3  "Cause" means

     a.   fraud, misappropriation or gross misconduct with respect to any
          business of the Company or an affiliate of the Company or intentional
          material damage to any property or business, or the reputation, of the
          Company or an affiliate of the Company,

     b.   willful failure by a Participant to perform his/her duties and
          responsibilities and to carry out his/her authority,

     c.   willful malfeasance or misfeasance or breach of duty or representation
          to the Company or an affiliate of the Company,

     d.   willful failure to act in accordance with any specific lawful
          instructions of a majority of the Board of Directors of the Company,
          or breach of any written agreement between Participant and the Company
          or an affiliate of the Company, or

     e.   conviction of a Participant of a felony.

2.4  "Committee" shall mean the Compensation Committee of the Board of Directors
     of the Company or any parent company, whose members are determined and
     appointed by the Board or by the Board of Directors of any parent company
     in their sole discretion.

2.5  "Company" shall mean Collins & Aikman Products Co.

2.6  "Division" means an operating division of the Company for which EBIT
     performance goals are established and approved by the Committee and the
     President and CEO.

2.7  "Earnings Before Interest and Taxes" ("EBIT") means earnings before
     interest and taxes (including imputed interest and taxes) as determined by
     the Company in accordance with generally accepted accounting principles.

2.8  "Effective Date" means December 28, 1997.

2.9  "Maximum Performance Goal" means the highest level of performance specified
     for the EBIT financial measure. Performance at (and above) this level is
     associated with the maximum level of bonus payouts for each measure.

2.10 "Participant" means a key executive or staff person designated as being
     eligible for an award under the Plan.

2.11 "Plan Year" means the 1998 fiscal year ending December 26, 1998.

2.12 "Target Bonus" means a specified percentage of a Participant's Base Salary
     as determined pursuant to the provisions of the Plan.

2.13 "Target Performance Goal" is the expected level of performance established
     for the


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     EBIT financial performance measure based on the Company's and, where
     applicable, Division's budget and other considerations. This level of
     performance is associated with the Target Bonus level of bonus payouts.

2.14 "Threshold Performance Goal" is the lowest acceptable level of performance
     specified for the EBIT financial performance measure. This level of
     performance is associated with the lowest level of bonus payouts.


ARTICLE 3. Eligible Executives

3.1  Eligible Executives. Key executives and staff of the Company and Divisions
     are eligible to be named Participants in the Plan for the Plan Year.
     Generally, only those executives and staff whose potential contributions
     are deemed to be important to the success of the Company or Division in
     achieving its objectives will be designated as Participants. The
     designation of eligible executives shall be the responsibility of the Sr.
     Vice President - Human Resources and President and CEO of the Company. See
     Article 5 regarding Participant selection.


ARTICLE 4. Setting Performance Goals

4.1  Budgets and Performance Goals

     The annual budget of the Company shall form the initial basis for setting
     financial performance goals.

     Threshold, Target and Maximum EBIT Performance Goals will be established
     for the Company and each Division. Threshold and Maximum goals may or may
     not be pre-determined based on a fixed percent of the Target goal.

     The final determination of goals shall be subject to the approval of the
     Committee, in their sole discretion.

4.2  Performance Goal Setting Process

     a.   Performance Goal Recommendations: Upon finalization of the Company's
          budget, the President and CEO shall submit recommended Threshold,
          Target and Maximum EBIT Performance Goals and any interim goals.


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     b.   Performance Goal Approval: Final approval of the performance goals
          shall be the responsibility of the Committee. It is contemplated that
          such goals, once set, will not change for any reason during the fiscal
          year. The Committee may, in its sole discretion, alter or amend these
          goals if deemed necessary or appropriate.


ARTICLE 5. Selecting Plan Participants; Assigning Target Bonuses

5.1  Participant Selection.

     The President and CEO and each Division head (as appropriate) shall
     recommend as a Plan Participant any executive or key employee whose
     potential contributions to his/her unit's performance are considered
     important to the success of their unit. Such recommendations are subject to
     the Plan and the final approval of the Sr. Vice President - Human Resources
     and President and CEO.

     a.   Eligible Group. The group of eligible employees shall include, but not
          be limited to, senior executives and their direct reports at the
          Company staff level, Division heads and senior management of the
          Divisions and their direct reports. Key employees below these levels
          may be included.

     b.   Approval. No employee shall become a participant in the Plan, nor
          shall Plan participation be discussed with an employee, until approval
          is received in writing from the Sr. Vice President Human Resources.

5.2  Assignment of Target Bonuses

     a.   Target Bonus Guidelines The Sr. Vice President - Human Resources and
          the President and CEO have the responsibility to assign and recommend
          a Target Bonus for each Participant. The recommended Target Bonus,
          will take into account the Participant's: a) position relative to
          those of other Participants, b) anticipated contribution to the
          organization's performance and c) external competitive bonus rates for
          similar positions in similar industries.

     b.   Target Bonus Changes. From time to time, due primarily to changes in
          position, it may be necessary to modify an assigned Target Bonus. The
          Sr. Vice President - Human Resources and President and CEO shall have
          the authority to make such modifications subject to the terms of this
          Plan.



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5.3  Communication of Performance Goals, Participant Eligibility and Target
     Bonuses

     The Sr. Vice President - Human Resources has the responsibility to
     communicate to the head of the Operating Unit his or her unit's performance
     goals, Participant eligibility and Participant Target Bonus, provided: a)
     the necessary approvals have been obtained before any communication takes
     place, b) any communication regarding the Target Bonus, written or
     otherwise, is fully consistent with this Plan, c) it is clear that the
     recommendation for program participation and bonus eligibility is not a
     guarantee of payment or amount.


ARTICLE 6. Granting Participant Bonuses

6.1  Introduction

     Bonuses based on EBIT performance will be paid only if the Participant's
     unit (i.e., Division or Company, as appropriate) hits its EBIT Threshold.
     It is not necessary for the Company to achieve its EBIT threshold for a
     Division to receive a bonus based on EBIT.

     All bonuses are subject to the final approval of the Committee.

6.2  EBIT Bonus Calculation. When the EBIT bonus is determined, it is calculated
     as a percent of the Target Bonus per the following schedule:

<TABLE>
<CAPTION>
     Company/Division EBIT
     Performance Level Achieved:              Threshold     Target       Maximum
                                              ---------     ------       -------
<S>                                              <C>         <C>           <C> 
     Payout as a % of Target Bonus               50%         100%          200%
</TABLE>

     In addition, the Committee may establish interim EBIT performance levels.
     Straight line interpolation is used between Threshold and Target; and
     between Target and Maximum.


6.3  Bonus Recommendations, Approvals and Distribution

     a.   Bonus Recommendations. The President & CEO shall, as soon as possible
          following the determination of year-end results, submit to the
          Committee a list of recommendations for all Plan Participants for
          actual bonus awards. Where a recommended award is different than a
          calculated award, the variance should be noted.



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          In arriving at the recommended awards, the Sr. Vice President - Human
          Resources shall work with each Division head in considering the
          Participants' Target Bonus levels, the calculated awards based on
          actual EBIT performance, and the Participants' relative contributions
          to the unit's performance. The Division head has, therefore, the
          discretion to modify individual calculated awards to account for
          different performance levels. If one individual's award is modified
          upward, however, other awards must be adjusted such that the net
          change of all modifications is $0. In other words, the sum of all
          awards calculated must stay the same regardless of any changes in
          individual awards.

          Subject to the other provisions hereof, in no event shall a
          Participant who is eligible for a calculated award have his/her award
          reduced below 75% of the award as calculated. Recommendations for
          Company staff shall normally be based entirely on the actual
          performance of the Company as a whole.

     b.   Final Approval. The Committee shall have final approval of Company and
          Division operating results to be used in bonus calculations and the
          timing, and amount of all bonus payments.

     c.   Bonus Distribution. Final approval by the Committee shall authorize
          the President and CEO to make bonus grants as approved. The Sr. Vice
          President - Human Resources shall effect the payment of the bonus as
          soon as is administratively practicable once the bonuses are approved.


ARTICLE 7. Plan Administration

7.1  Administrative Responsibilities

     a.   Overall Plan administration shall be the responsibility of the
          Committee who shall have absolute and final discretion regarding
          interpretation of Plan and sole authority to make all decisions with
          respect to Plan.

     b.   The Committee shall have the authority to, at their discretion,
          approve all performance goals, actual performance results, recommended
          bonuses, Plan interpretations and modifications and to take any and
          all other actions at any time they deem necessary or appropriate for
          the administration of the Plan.

     c.   Responsibility for plan implementation and operation has been
          delegated by the Committee to the President and CEO and the Sr. Vice
          President - Human Resources who shall have the responsibility for:

          1.   approving Participant rosters and Participant Target Bonuses,

          2.   ensuring that performance goals are submitted, reviewed and
               approved on a timely basis;

          3.   ensuring that year-end results and recommended bonuses for all
               eligible Participants are submitted, reviewed and approved on a
               timely basis; and



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          4.   maintaining appropriate records with respect to performance
               goals, eligible Participants, Target Bonuses, actual awards, all
               necessary written approvals and other records as appropriate.

7.2  Award Payments

     a.   Payment of awards shall be made on or before March 1 of the year
          immediately following the year for which the performance goals have
          been set.

     b.   In the event of a change of assignment or transfer that would result
          in a change of Target Bonus during the course of the year, the
          participant's bonus calculation shall be determined by mutual
          agreement with the Division head, the President and CEO and the Sr.
          Vice President - Human Resources.

     c.   If a person is not on the payroll at the end of the fiscal year, a
          bonus will not be paid regardless of length of service or reason for
          termination except as noted herein. Exceptions may be made by the Sr.
          Vice President - Human Resources and the President and CEO in their
          sole discretion for terminations prior to the end of the fiscal year
          due to death, total and permanent disability (as defined by the
          applicable disability plan(s)), and Early or Normal Retirement (as
          defined by the applicable retirement plan(s)). An exception may also
          be made for employees on approved leaves of absence. A pro rata bonus
          based on the executive's contributions to his/her objectives may be
          payable under these circumstances. In the event of the death of a
          Participant, the Participant's beneficiaries shall be entitled to the
          awards, if any, to which the Participant would have otherwise been
          entitled.

          An additional exception may be made in the event of the sale of a
          unit. In such cases, the Committee may, in its sole discretion, award
          discretionary bonuses based on performance to date. The sale of a unit
          does not necessarily entitle a Plan participant to a bonus under this
          Plan.

     d.   A former Plan Participant who is not on the payroll when awards are
          distributed (approximately March 1) but who was on the payroll at the
          end of the fiscal year, shall generally be entitled to a bonus,
          subject to the terms of this Plan.

     e.   An employee discharged for Cause, as defined above, shall forfeit any
          and all rights to a bonus under this Plan, even if the employee is on
          the payroll at the end of the fiscal year.

     f.   Notwithstanding anything to the contrary set forth in the Plan, any
          amounts payable as a bonus under the Plan which would cause a Plan
          participant=s compensation for the purposes of Section 162(m) of the
          Internal Revenue Code to exceed $1 million shall be deferred in the
          amount of any such excess (the ADeferred Bonus Amount@). Any such
          Deferred Bonus Amount shall not be payable to a Plan participant until
          after March 15, 1999, after which date such Deferred Bonus Amount
          shall be paid as soon as practicable.



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7.3  General Provisions

     a.   The Plan is intended to constitute an "unfunded" plan for the
          incentive compensation of a select group of key management employees
          of the Company and its Divisions.

     b.   Neither the Plan nor any action taken under the Plan shall be
          construed as:

          1)   giving any employee any right to be retained in the employ of the
               Company, or Division.

          2)   affecting the right of the above-mentioned entities to terminate
               the employment of any individual at any time for any reason; or

          3)   interfering with the rights created under any separate written
               employment or severance agreement.

     c.   Should the provisions of a Participant's employment contract not be
          consistent with the provisions of the Plan, the provisions of the
          employment contract shall control.

     d.   The Committee may alter, amend or terminate the Plan at any time or
          from time to time.

     e.   Neither the Board nor the Committee, nor the Company nor any Division,
          nor any officers, directors or employees shall have any liability to
          any Participant (or his/her beneficiaries) under the Plan or otherwise
          on account of any action taken, or not taken, in good faith by any of
          the foregoing persons with respect to the business or operations of
          such entities notwithstanding the fact that any such action or
          inaction in any way whatsoever may adversely affect the value of any
          awards, rights or benefits of a Participant (or his/her beneficiaries)
          under the Plan. Unless the Participant specifies otherwise in writing
          to the Committee, beneficiaries, for the purposes of this Plan, shall
          mean the beneficiaries identified by the Participant for his/her
          qualified pension or retirement plan(s).

     f.   The Plan and all actions taken pursuant to the Plan shall be governed
          by, and construed in accordance with, the internal laws of the State
          of New York.

     g.   The invalidity or unenforceability of any one or more provisions of
          the Plan shall not affect the validity or enforceability of any other
          provisions of the Plan, which shall remain in full force and effect.

     h.   Correspondence regarding this Plan should be sent to the Sr. Vice
          President - Human Resources, Collins & Aikman Products Co., Post
          Office Box 32665, Charlotte, NC 28232.