Burlington Industries Equity Inc.

                   Amended and Restated Equity Incentive Plan


1.       Purpose; Effective Date.
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                  (a) Purpose.  The  Burlington  Industries  Equity Inc.  Equity
Incentive  Plan (the  "Plan") is  intended  to provide an  incentive  to certain
officers and key  employees  of  Burlington  Industries  Equity Inc., a Delaware
corporation  (the  "Company"),  and its subsidiaries and affiliates to remain in
the employ of the Company and its  subsidiaries  and  affiliates and to increase
their  interest in the success of the Company by offering them an opportunity to
obtain a  proprietary  interest  in the  Company  through  the grant of  options
("Options") to purchase  shares of Common Stock,  par value $0.01 per share,  of
the Company ("Common Stock"), through the grant or offering of restricted shares
of Common Stock  ("Restricted  Shares"),  and through the grant of deferred cash
rights  with a value  based  upon  the  change  in the  value  of  Common  Stock
("Deferred Cash Rights").

                  (b) Effective Date. This amendment and restatement of the Plan
shall,  contingent upon the approval thereof by the holders of a majority of the
outstanding  shares of Common Stock of the Company,  be effective as of the date
immediately prior to the date on which the Company's  Registration  Statement on
Form S-1 (Registration No. 33-45149) becomes effective (the "Effective Date").

2.       Definitions.
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As used in the Plan, the following terms shall be defined as follows:

                  "Agreement"  means an  agreement  between  the  Company  and a
         Participant  pursuant to which an Award is granted or offered,  as such
         agreement may be amended from time to time;

                  "Awards"  means Options,  Restricted  Shares and Deferred Cash
         Rights;


                  "Beneficially Own" means to be a "beneficial owner" within the
         meaning of Rule 13d-3 Under the  Securities  Exchange  Act of 1934,  as
         amended (the "Exchange Act");

                  "Beneficiary"  or  "Beneficiaries"  shall  be  defined  as the
         person  or  persons  designated  by  the  Participant  pursuant  to the
         provisions  of the  Agreement  to  receive  payments  pursuant  to such
         Agreement  upon  the  Participant's  death.  If  no  Beneficiary  is so
         designated by the  Participant  or if no  Beneficiary  is living at the
         time a payment is due  pursuant to such  Agreement,  payments  shall be
         made to the estate of the Participant.  The Agreement shall provide the
         Participant with the right to change the designated  Beneficiaries from
         time to time by written  instrument  executed  by the  Participant  and
         filed  with the  Committee  (as  defined  in  Section  3(a)  hereof) in
         accordance with such rules as may be specified by the Committee;

                  "BICI  Plan"  means the  Burlington  Industries  Capital  Inc.
         Equity  Incentive  Plan,  adopted  effective  as of  July 9,  1989,  as
         amended, and terminated effective as of October 23, 1990.

                  Termination for "Cause" means a termination of employment with
         any of the Company or any of its  subsidiaries or affiliates  which, as
         determined by the Committee,  is by reason of (i) the commission by the
         Participant  of a felony or the  perpetration  by the  Participant of a
         dishonest act, material  misrepresentation  or common law fraud against
         the Company or any subsidiary or affiliate thereof,  (ii) any other act
         or omission which is materially injurious to the financial condition or
         business  reputation  of the  Company or any  subsidiary  or  affiliate
         thereof or (iii) the wilful  failure or refusal of the  Participant  to
         substantially  perform the  material  duties of his  position  with the
         Company or any of its subsidiaries or affiliates;

                  "Eligible  Persons"  means  officers and key  employees of the
         Company or any of its subsidiaries or affiliates;

                  "Legended Certificate" means a certificate evidencing a number
         of shares  of  Common  Stock  issued  in  connection  with an Award and
         imprinted with a legend to indicate that, if the offer and sale of such
         shares have not been  registered  under the  Securities Act of 1933, as
         amended(the "Securities Act"), such shares may be sold only pursuant to
         a registration  statement under the Securities Act or an exemption from
         registration  under the  Securities Act that the Company has determined
         is available for such sale;

                  "Participants" means Eligible Persons to whom Awards have been
         sold or granted; and

                  "The Public  Value" of a share of Common Stock on a given date
         shall be the closing  price of a share of Common Stock on such date (or
         the most recent  trading date if such given date is not a trading date)
         on the New York Stock Exchange, or in the event the Common Stock is not
         listed on such exchange,  on such other national securities exchange or
         the  NASDAQ/National   Market  System  as  may  be  designated  by  the
         Committee.

3.       Administration of the Plan.
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                  (a) Members of the Committee.  The Plan shall be  administered
         hereunder by the Compensation  Committee (the "Committee") of the Board
         of Directors of the Company (the  "Board"),  which shall  consist of at
         least  three  individuals,  a majority of whom shall not be employed by
         the Company or any of its subsidiaries or affiliates.

                  (b) Authority of the Committee. The Committee shall adopt such
         rules as it may deem  appropriate  in order to carry out the purpose of
         the  Plan.  All  questions  of   interpretation,   administration   and
         application  of the  Plan  shall be  determined  by a  majority  of the
         members of the Committee then in office,  except that the Committee may
         authorize  any  one or  more  of its  members,  or any  officer  of the
         Company,  to execute and deliver  documents on behalf of the Committee.
         The  determination  of such majority  shall be final and binding in all
         matters relating to the Plan.

                  (c)  Board   Authority.   Anything   herein  to  the  contrary
         notwithstanding,  the Board shall be  entitled  to exercise  any of the
         authority assigned to the Committee hereunder.

                  4. Number of Shares Subject to the Plan. Subject to adjustment
under  Section 8(a) and 8(b),  a total of  2,043,005  shares of Common Stock are
subject to the Plan.

                  5. Terms of Restricted  Shares.  The Restricted Shares granted
or offered  for sale under the Plan shall  comply with the  following  terms and
conditions:

                  (a)  Vesting.  Each  Restricted  Share shall vest  immediately
         following the forfeiture and surrender of Restricted  Shares  described
         in Section 6(a) below. Notwithstanding the foregoing, Restricted Shares
         issued in  exchange  for  previously  granted  awards as  described  in
         Section   11(b)  shall  vest  in  three   substantially   equal  annual
         installments beginning one year following the date of grant.

                  (b) Delivery of  Certificate.  At the time of grant or sale of
         Restricted Shares to a Participant,  a Legended Certificate  evidencing
         the appropriate number of shares of Common Stock granted or sold to the
         Participant as Restricted  Shares shall be issued in the  Participant's
         name  but  shall  be  held  by  the  Company  for  the  account  of the
         Participant  until six months after the  Effective  date, at which time
         the  Legended  Certificate  evidencing  the  such  shares  of  shall be
         delivered to the participant.

                  (c) Stockholder  Rights. The Participant shall have all rights
         of a stockholder  as to the Restricted  Shares,  including the right to
         receive  dividends and the right to vote upon all matters in accordance
         with  the  Company's  Certificate  of  Incorporation,  subject  to  the
         restrictions on transfer set forth in Section 5(e).

                  (d)  Dividends and  Distributions.  Any shares of Common Stock
         received as a result of a stock  distribution  to holders of Restricted
         Shares or as a stock dividend on Restricted  Shares shall be subject to
         the same restrictions as such Restricted Shares.

                  (e)  Restrictions on Transfer.  None of the Restricted  Shares
         may be sold, transferred, assigned, pledged, or otherwise encumbered or
         disposed  of prior to the date  which  occurs  six  months  and one day
         following the Effective  Date,  except in accordance with Section 11 of
         the Plan or by will or the laws of descent and distribution.

                  6. Terms of Options.  The Options granted under the Plan shall
comply with the following terms and conditions:

                  (a)  Grant.  On  the  Effective  Date,  each  Participant  who
         incurred a loan in connection with a prior grant of a Restricted  Share
         shall unconditionally and irrevocably agree to forfeit and surrender to
         the  Company,  on the eight day after the  Effective  Date, a number of
         Restricted   Shares   having  an  aggregate  tax  basis  equal  to  the
         outstanding  principal amount of all such loans.  Each such Participant
         shall  receive  one  Option to  purchase  one share of Common  Stock in
         exchange for each such Restricted Share so surrendered. Such forfeiture
         and  surrender of  Restricted  Shares and grant of Options  pursuant to
         this  Section  6(a) shall be deemed to have  occurred on the  Effective
         Date.

                  (b) Exercise  Price.  The  exercise  price of each such Option
         shall be equal to the  Participant's  tax  basis  with  respect  to the
         Restricted Share surrendered in exchange therefor.

                  (c) Loan  Forgiveness.  On the Effective  Date,  the aggregate
         principal amount of such loans shall be forgiven by the Company.

                  (d)  Vesting;  Exercisability.  Each Option  shall vest on the
         Effective  Date  and  become   exercisable   six  months  and  one  day
         thereafter.

                  (e)  Exercise.  Upon the  exercise of an Option and payment of
         the  exercise  price of such Option (in such form and in such manner as
         the Committee may approve), a Legended  Certificate  evidencing a share
         of Common Stock shall be delivered to the Participant.

                  (f) Duration of Options; Termination of Employment

                                   (i)   Generally.   Unless   a   Participant's
                            employment  with the Company shall have  terminated,
                            such Participant's Options shall expire on the tenth
                            anniversary of the Effective Date.

                                   (ii)  Termination  by the  Company for Cause.
                            Notwithstanding     subsection    (f)(i),    if    a
                            Participant's   employment   is  terminated  by  the
                            Company   for  Cause  (as   defined   below),   such
                            Participant's  Options  shall expire on the earliest
                            to  occur  of  (A)  the  tenth  anniversary  of  the
                            Effective  Date or (B) 90  days  from  such  date of
                            termination.

                                   (iii)    Termination   for   Other   Reasons.
                            Notwithstanding     subsection    (f)(i),    if    a
                            Participant's  employment  terminates for any reason
                            other than a  termination  by the Company for Cause,
                            such  Participant's  Options  shall  expire  on  the
                            earliest  to occur of (A) the tenth  anniversary  of
                            the Effective  Date or(B) the third  anniversary  of
                            such termination.

                                   (iv) Definition of Cause.  As used herein,  a
                            termination  for  "Cause"  means  a  termination  of
                            employment with any of the Company's subsidiaries or
                            affiliates which, as determined by the Committee, is
                            by reason of (i) the  commission by the  Participant
                            of a felony or the  perpetration  by the Participant
                            of a dishonest act,  material  misrepresentation  or
                            common  law  fraud   against   the  Company  or  any
                            subsidiary or affiliate thereof,  (ii) any other act
                            or omission  which is  materially  injurious  to the
                            financial  condition or business  reputation  of the
                            Company or any  subsidiary  or affiliate  thereof or
                            (iii)  the   wilful   failure   or  refusal  of  the
                            Participant  to  substantially  perform the material
                            duties  of his  position  with any of the  Company's
                            subsidiaries or affiliates.

                  (g)  Restriction on Transfer.  Each Option  granted  hereunder
         shall not be transferable by the Participant  otherwise than by will or
         the laws of descent and distribution,  and shall be exercisable  during
         the Participant's lifetime only by the Participant.

                  (h) Stockholder  Rights. A Participant shall have no rights as
         a stockholder  with respect to any shares  issuable upon exercise of an
         Option until a certificate or certificates evidencing such shares shall
         have been issued to such  participant,  and no adjustment shall be made
         for dividends or  distributions or other rights in respect of any share
         for  which  the  record  date is  prior  to the  date  upon  which  the
         Participant shall become the holder of record thereof.

                  7.       Terms of Deferred Cash Rights.
                           -----------------------------

                  (a) Grant.  As of the Effective  Date,  each  Participant  who
         previously  purchased  restricted shares pursuant to the BICI Plan at a
         price of $37.80 per  restricted  share  ("Capital  Restricted  Shares")
         shall be granted a number of Deferred  Cash Rights that is equal to the
         number of such Capital Restricted Shares purchased by such Participant,
         divided by 1.5.

                  (b)  Forfeiture.   Notwithstanding   anything  herein  to  the
         contrary,  each  Participant  shall  forfeit  any  deferred  Cash Right
         granted to him if his employment is terminated by the Company for Cause
         prior to January 1, 1995.

                  (c) Value.  Each  Deferred Cash Right shall entitle the holder
         thereof  to  receive  from the  Company  an amount in cash equal to the
         amount,  if any, by which $56.70  exceeds the greater of (i) the Public
         Value of a share of Common Stock on the Payment Date (as defined below)
         or (ii) the Public  Value of a share of Common  Stock on the eighth day
         after the Effective Date.

                  (d)  Payment  Date.  The  "Payment  Date" with  respect to any
         Deferred  Cash  Right  shall  be  the  earlier  of  the   Participant's
         termination  of employment  for reasons other than a termination by the
         Company for Cause or January 1, 1995.

                  (e) Stockholder  Rights. A Participant shall have no rights as
         a stockholder with respect to any Deferred Cash Right.

                  (f) Restrictions on Transfer.  A Deferred Cash Right shall not
         be  transferable  by a  participant  other  than by will or the laws of
         descent and distribution,  and during the Participant's  lifetime shall
         entitle only the Participant to payment thereunder.

                  8. Effect of Certain Corporate Changes and Changes in Control.
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                  (a)  Effect  of  Reorganization.  In the  event  that  (i) the
         Company is merged or consolidated with another corporation, (ii) all or
         substantially  all the assets of the  Company  are  acquired by another
         corporation,  person or  entity,  (iii)  the  Company  is  reorganized,
         dissolved or  liquidated  (each such event in (i),  (ii) or (iii) being
         hereinafter referred to as a "Reorganization  Event") or (iv) the Board
         shall propose that the Company enter into a Reorganization  Event, then
         the  Committee  shall make such  adjustments  as it deems  necessary or
         advisable in its sole  discretion  to provide each  Participant  with a
         benefit  equivalent  to that to which he would have been  entitled  had
         such event not occurred.

                  (b)  Dilution and Other  Adjustments.  In the event of a stock
         dividend or split, the committee shall make any or all of the following
         adjustments  necessary  to  provide  each  Participant  with a  benefit
         equivalent  to that to which he would have been entitled had such event
         not occurred:  (i) adjust the number of Awards, (ii) adjust the formula
         for valuing Deferred Cash Rights and (iii) make any other  adjustments,
         or  take  such  action,  as the  Committee,  in its  discretion,  deems
         appropriate.  Such adjustments  shall be conclusive and binding for all
         purposes. In the event of a change in the Common Stock which is limited
         to a change in the  designation  thereof  to  "Capital  Stock" or other
         similar  designation,  or to a change in the par value thereof, or from
         par value to no par value,  without  increase or decrease in the number
         of issued  shares,  the shares  resulting from any such change shall be
         deemed to be Common Stock within the meaning of the Plan.

                  9.       Miscellaneous.
                           -------------

                  (a)  No  Rights  to  Grants  or   Continued   Employment.   No
         Participant  shall  have  any  claim  or right  to  receive  grants  of
         Restricted Shares under the Plan. Neither the Plan nor any action taken
         or omitted to be taken hereunder shall be deemed to create or confer on
         any  Participant  any right to be retained in the employ of the Company
         or any subsidiary or other affiliate  thereof,  or to interfere with or
         to limit in any way the right of the Company or any subsidiary or other
         affiliate  thereof to terminate the  employment of such  Participant at
         any time.

                  (b) Right of Company to Assign  Rights  and  Delegate  Duties.
         Notwithstanding anything in the Plan to the contrary, the Company shall
         have the right to assign  any of its  rights  and  delegate  any of its
         duties  hereunder to such of its direct or indirect  subsidiaries  that
         have no less power,  authority  or ability  than the Company to perform
         such delegated duties.

                  (c) Tax Withholding.  The Company and its  subsidiaries  shall
         have the right to require any individual  entitled to receive shares of
         Common  Stock or cash  pursuant  to an  Award to remit to the  Company,
         prior to the delivery of any certificates  evidencing such shares,  any
         amount   sufficient  to  satisfy  any  Federal,   state  or  local  tax
         withholding requirements.  Prior to the Company's determination of such
         withholding liability, such individual may make an irrevocable election
         to  satisfy,  in whole or in part,  such  obligation  to remit taxes by
         directing  the  Company to withhold  shares of Common  Stock that would
         otherwise be received by such  individual.  Such election may be denied
         by the Committee in its  discretion,  or may be made subject to certain
         conditions specified by the Committee,  including,  without limitation,
         conditions  intended to avoid the  imposition of liability  against the
         individual under Section 16(b) of the Securities  Exchange Act of 1934,
         as amended.

                  (d) No  Restriction  on Right of Company  to Effect  Corporate
         Changes. The Plan shall not affect in any way the right or power of the
         Company  or  its   stockholders   to  make  or  authorize  any  or  all
         adjustments, recapitalization,  reorganizations or other changes in the
         Company's  capital  structure  or  its  business,   or  any  merger  or
         consolidation  of the  Company,  or any  issue of stock or of  options,
         warrants or rights to purchase stock or of bonds, debentures, preferred
         or prior  preference  stocks whose rights are superior to or affect the
         Common  Stock or the rights  thereof or which are  convertible  into or
         exchangeable for Common Stock, or the dissolution or liquidation of the
         Company,  or any sale or  transfer  of all or any part of its assets or
         business,  or any  other  corporate  act or  proceeding,  whether  of a
         similar character or otherwise.

                  10. Amendment. The Board may at any time and from time to time
alter, amend, suspend or terminate the Plan in whole or in part. Notwithstanding
the foregoing,  no termination or amendment of the Plan may, without the consent
of the  Participant  to whom any  Awards  shall  previously  have been  granted,
adversely  affect  the  rights of such  Participant  in such  Awards;  provided,
however,  that the Participant Committee (as hereinafter defined) shall have the
authority to alter,  amend,  suspend,  termination or waive any of the rights of
the  Participants  under the Plan or any Agreement or any outstanding  awards so
long as  such  alteration,  amendment,  suspension,  termination  or  waiver  is
uniformly  applicable to all similarly  situated  Participants.  As used herein,
"Participant  Committee"  means the  Chairman  of the Board and Chief  Executive
Officer,  Vice Chairman and Chief  Financial  Officer,  General Counsel and Vice
President, personnel and Public Relations, of Burlington Industries, Inc.

                  11.      Certain Exchanges of Awards.
                           ---------------------------

                  (a)  Notwithstanding  anything  contained  in the  Plan or any
         Agreement to the contrary,  if the Board  determines in its  discretion
         that such action is necessary or desirable, it may direct the Committee
         at any  time  and  from  time to time to  cause  Participants  to sell,
         exchange,  convert or exercise their outstanding Awards for Awards of a
         different  form.  It is the  intention  of the Board  that such  sales,
         exchanges,  conversions or exercises shall not cause an acceleration of
         taxability to the  Participants.  Any such change to the form of Awards
         held  by a  Participant  may be  affected  without  such  Participant's
         consent;   provided,   however,  that  any  such  exchange  or  similar
         transaction that adversely affects the rights of any Participant in any
         outstanding  Award must be approved by the  Participant  Committee  and
         must be uniformly applicable to all similarly situated Participants.

                  (b) Notwithstanding anything contained in the Plan (other than
         Section 4) or any Agreement to the contrary,  the Board at any time may
         offer Participants the opportunity to exchange their outstanding Awards
         for Awards of a different  form, and any shares returned to the Plan as
         a result of such  exchange  may be reissued as new grants and shall not
         be considered newly granted Awards for purposes of Section 12.

                  12.  Termination.  Subject to Sections 6(a),  7(a), 8(a), 8(b)
and  11(b),  with  respect  to  further  grants  of  Awards,  the  Plan has been
terminated  as of the Effective  Date;  provided,  however,  that the Plan shall
continue in effect with  respect to  previously  granted  Awards  until all such
Awards vest and are exercised or paid.

                  13. Headings.  The headings of sections and subsections herein
are  included  solely  for  convenience  of  reference  and shall not affect the
meaning of any of the provisions of the Plan.

                  13.  Governing Law. The Plan and all rights hereunder shall be
construed in accordance with and governed by the law of the State of New York.






As amended and restated April 26, 2000