RESTRICTED  STOCK  AWARD  AGREEMENT  ("Agreement")  dated as of June 5,
2000,  between  BURLINGTON   INDUSTRIES,   INC.,  a  Delaware  corporation  (the
"Company"), and the other party signatory hereto (the "Participant").

         WHEREAS, the Participant is a key employee of the Company or one of its
subsidiaries,  joint  ventures or affiliates  and, upon the terms and subject to
the  conditions  hereinafter  set forth,  the  Company  desires  to provide  the
Participant  with  an  incentive  to  remain  in  its  employ  and  to  increase
Participant's interest in the success of the Company by granting Participant the
restricted  stock  awards  herein  described  (the  "Awards")  pursuant  to  the
Company's  Amended and Restated (1990),  1992, 1995 and/or 1998 Equity Incentive
Plans (the "Plans");

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree as follows:

         1.       Incorporation of Plan; Definitions.
                  ----------------------------------

         Awards granted hereunder are subject in their entirety to the terms and
conditions of the Plans, which are incorporated  herein by reference.  The terms
used in this Agreement  that are not defined  herein shall have the  definitions
assigned to them in the Plans.

         2.       Award.
                  ------

                  (a) Grant of Restricted  Shares.  The Company hereby grants to
         the  Participant  the  number of shares  of Common  Stock  ("Restricted
         Shares")  specified on the attached  Exhibit or Exhibits  hereof.  Such
         grant  shall be  effective  as of the date  hereof  (the  "Share  Grant
         Date").

                  (b) Book Entry Account. The Restricted Shares are being issued
         in restricted  book entry form in the  Participant's  name and shall be
         held  for  the  account  of the  Participant  until  such  time  as the
         Restricted   Shares  vest  hereunder.   Upon  such  vesting  (and  upon
         satisfaction of any obligation with respect to withholding  taxes), the
         restrictions  shall be removed from the  Participant's  account and the
         shares shall be  maintained in the book entry account or, upon request,
         a  Certificate  representing  such  shares  shall be  delivered  to the
         Participant.

                  (c) Vesting.  The Restricted  Shares granted  hereunder  shall
         become  nonforfeitable  on the  Vesting  Date or Dates set forth on the
         Exhibit or Exhibits  hereto,  unless  previously  vested,  forfeited or
         adjusted in accordance with the provisions of Section 7 or 8 hereof.



<PAGE>


         3.       Registration of Shares.
                  ----------------------

         No Award which is  exercisable or payable in shares of Common Stock and
granted under this  Agreement  shall be  exercisable  or payable,  nor shall any
shares of Common  Stock be issued  pursuant  to the  exercise  or vesting of any
Award granted under this Agreement, unless the shares of Common Stock subject to
such Award have been  registered  under the  Securities  Act or the  Company has
determined  that an exemption  from  registration  under the  Securities  Act is
available and applicable.

         4.       Restrictions on Transfer.
                  ------------------------

         Subject  to the  terms of the  Plans,  Restricted  Shares  shall not be
transferable  prior to vesting  other  than by will or the laws of  descent  and
distribution,  by a qualified legal representative in the event of disability or
incompetence,  or pursuant to a qualified domestic relations order as defined in
the Code and Title I of the Employee  Retirement Income Security Act of 1974, as
amended ("ERISA"), or the rules thereunder.

         5.       Rights as a Stockholder.
                  -----------------------

                  (a) Stockholder  Rights.  Other than as provided herein and in
         the Plans, the Participant  shall have all rights of a holder of Common
         Stock as to the  Restricted  Shares,  including  the  right to  receive
         dividends  and the  right  to vote in  accordance  with  the  Company's
         Certificate of Incorporation.

                  (b)  Dividends and  Distributions.  Any shares of Common Stock
         received  by the  Participant  as a result of a stock  dividend  on the
         shares and Restricted  Shares issued hereunder or a stock  distribution
         to Participant as the holder of such shares and Restricted Shares shall
         be subject to the same restrictions as the shares and Restricted Shares
         issued  hereunder and all  references to shares and  Restricted  Shares
         issued  hereunder shall be deemed to include such additional  shares of
         Common Stock.

         6.       Withholding of Taxes.
                  --------------------

         The  Company  and its  subsidiaries  shall  have  the  right,  before a
certificate for any shares of Common Stock is delivered to the  Participant,  to
require the  Participant in connection with any Award to remit to the Company or
the applicable  subsidiary employer an amount sufficient to satisfy any Federal,
state or local tax withholding  requirements.  Prior to the determination by the
Company or its subsidiary 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 the  Participant.  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 Participant under Section 16(b)
of the Exchange  Act. In  addition,  in the  discretion  of the  Committee,  the
Company  may  make  available  for  delivery  a  lesser  number  of  shares,  in
satisfaction of such taxes,  assessments or other governmental  charges.  At the
discretion of the Committee,  the Participant  acknowledges that the Company may
deduct or withhold amounts owing with respect to taxes under this Award from any
payment or distribution to Participant whether or not pursuant to the Plans.

         7.       Consequences of Termination of Employment.
                  -----------------------------------------

                  (a)  Termination of Employment  Defined.  For purposes of this
         Award and the Plans, the employment of the Participant  shall be deemed
         terminated  if the  Participant  is no longer  employed  as a  salaried
         employee by the Company or any of its  subsidiaries,  joint ventures or
         affiliates.

                  (b)  Death,  Retirement  or  Permanent  Disability;  Change of
         Control.  If  termination  occurs  prior  to the  Vesting  Date  of the
         Participant's Restricted Shares and is without Cause or the Participant
         terminates voluntarily for Good Reason and such termination,  in either
         case,  takes place within two years after the occurrence of a Change of
         Control,  or if  termination  occurs by reason of death,  Retirement or
         Permanent Disability,  all of the unvested Restricted Shares shall vest
         immediately upon the effectiveness of such termination.

                  (c)  Termination For or Without Cause;  Voluntary  Termination
         With or Without Good Reason; Forfeiture in Event of Certain Activities.
         If the  Participant's  employment is terminated for or without Cause or
         if the Participant  voluntarily  terminates  employment with or without
         Good Reason (and any such  termination  does not occur within two years
         after a Change  of  Control),  or if  Participant  engages  in  certain
         activities described below, then the following shall result;  provided,
         however, that the Committee may, in its sole discretion, accelerate the
         vesting of any Awards (and payment thereunder) which would otherwise be
         forfeited as described below:

                           (i) If  such  termination  is  without  Cause  or the
                  Participant  voluntarily  terminates  with Good Reason,  a pro
                  rata portion of the unvested  Restricted Shares (determined on
                  the basis of the number of full months of employment completed
                  prior to the date of termination  during the period  beginning
                  on the Grant Date and ending on the  Vesting  Date) shall vest
                  and be paid to the Participant immediately. Any portion of the
                  Restricted  Shares which are not vested after  application  of
                  this  clause (i) shall be deemed  cancelled  as of the date of
                  such  termination,  and the  Company  shall  have  no  further
                  obligation with respect thereto.

                           (ii)  If  such   termination  is  for  Cause  or  the
                  Participant  voluntarily  terminates  without Good Reason, any
                  unvested Restricted Shares shall be deemed cancelled as of the
                  date of such termination and the Company shall have no further
                  obligation with respect thereto.

                           (iii) If at any time  during  the  period  ending one
                  year after the Vesting Date of any award of  Restricted  Stock
                  hereunder,  Participant  is terminated for Cause or engages in
                  any activity in competition  with any activity of the Company,
                  or any activity inimical, contrary or harmful to the interests
                  of the Company as determined by the Committee,  in the case of
                  officers or division  presidents,  or by the management salary
                  committee, in the case of other Participants,  including,  but
                  not   limited  to  (a)   conduct   related  to   Participant's
                  employment,  for  which  either  criminal  or civil  penalties
                  against  Participant could be sought, (b) violation of Company
                  policies,  including,  without limitation, a knowing violation
                  of the  Company's  insider  trading  policy,  (c)  within  the
                  one-year period  following  termination of employment with the
                  Company, accepting employment with or serving as a consultant,
                  advisor  or in  any  other  capacity  to a  person  or  entity
                  (including   self-employment   or   ownership)   that   is  in
                  competition  with  or  acting  against  the  interests  of the
                  Company, including employing or recruiting any present, former
                  or future employee of the Company,  (d) disclosing or misusing
                  any  confidential  or  proprietary   information  or  material
                  concerning the Company, or (e) participating in, or assisting,
                  a  hostile  takeover  attempt  of the  Company,  then (1) this
                  Restricted  Stock Award shall  terminate  effective  as of the
                  date on which Participant first enters into such activity (the
                  "Forfeiture  Date"),  unless terminated sooner by operation of
                  another term or condition of this Agreement or the Plans,  and
                  (2) any gain (the difference  between the fair market value of
                  one Unit or share of Common Stock on the date of grant and the
                  fair  market  value on the Vesting  Date,  times the number of
                  Restricted  Shares issued) realized from the vesting of all or
                  a portion of any  Restricted  Share Award  within the one-year
                  period  immediately  preceding the Forfeiture  Date,  shall be
                  immediately  paid by Participant to the Company  (irrespective
                  of subsequent market increase or decrease).

                  (d) By accepting  this  Agreement,  Participant  consents to a
         deduction  from any amounts the Company owes  Participant  from time to
         time  (including  amounts owed as wages or other  compensation,  fringe
         benefits  or  vacation  pay,  as  well  as any  other  amounts  owed to
         Participant by the Company),  to the extent of the amounts  Participant
         owes the Company  under  paragraph  (i)(D)  above.  Whether the Company
         elects to make any  deduction  or set-off  in whole or in part,  if the
         Company  does not  recover by means of  deduction  or set-off  the full
         amount owed it,  calculated as set forth above,  Participant  agrees to
         pay immediately the unpaid balance to the Company.

                  (e)      Definitions.
                           -----------

                  For  purposes  of this  Section 7, the  following  definitions
         shall be applicable:

(i)      A termination for "Cause" means a termination of
                  employment   with  the   Company  or  any  of  the   Company's
                  subsidiaries  or joint  ventures  which,  as determined by the
                  Committee,   is  by  reason  of  (x)  the  commission  by  the
                  Participant of a felony or a perpetration  by the  Participant
                  of a dishonest act, material  misrepresentation  or common law
                  fraud against the Company or any subsidiary,  joint venture or
                  other affiliate  thereof,  (y) any other act or omission which
                  is injurious to the financial condition or business reputation
                  of the  Company  or any  subsidiary,  joint  venture  or other
                  affiliate  thereof,  or (z) the willful  failure or refusal of
                  the Participant to  substantially  perform the material duties
                  of the  Participant's  position with the Company or any of the
                  Company's subsidiaries, joint ventures or affiliates;

(ii)     "Good Reason" means, with respect to the Participant, (x)
                  "good reason" as defined in an employment agreement applicable
                  to the Participant, or (y) if the Participant does not have an
                  employment agreement that defines "good reason", (A) a failure
                  to  promptly   pay   compensation   due  and  payable  to  the
                  Participant in connection  with his or her  employment,  (B) a
                  material adverse change in the Participant's position with the
                  Company or any of the Company's  subsidiaries,  joint ventures
                  or  affiliates,  or (C) the  assignment to the  Participant of
                  duties   materially  and  adversely   inconsistent   with  the
                  Participant's position at the time of such assignment with the
                  Company or any of the Company's  subsidiaries,  joint ventures
                  or other affiliates;

(iii)    "Permanent Disability" shall be defined in the same manner
                  as such term or a similar  term is  defined  in the  long-term
                  disability  policy  maintained  by the  Company  or any of the
                  Company's  subsidiaries  or joint ventures for the Participant
                  and in effect on the date of the Participant's  termination of
                  employment   with  the   Company  or  any  of  the   Company's
                  subsidiaries,  joint ventures or other  affiliates;  provided,
                  however,  that the relevant  condition  must  continue for six
                  consecutive   months   before   being   deemed  a   "Permanent
                  Disability"; and

(iv)     "Retirement" means resignation or termination of
                  employment after attainment of the  Participant's  sixty-fifth
                  birthday,  unless the  Committee  determines  otherwise in its
                  sole discretion.

         8.       Certain Adjustments; Disputes.
                  -----------------------------

                  (a) Effect of  Reorganization.  Subject to the  provisions  of
         Section  7  hereof,  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,
         or (iv) the division or subsidiary for which the  Participant  performs
         services is sold, merged, consolidated, reorganized or liquidated (each
         such event in (i), (ii), (iii), or (iv) being  hereinafter  referred to
         as a "Reorganization  Event"),  or (v) the Board shall propose that the
         Company enter into a  Reorganization  Event,  then the Committee  shall
         make adjustments to provide each Participant with a benefit  equivalent
         to that to which the  Participant  would  have been  entitled  had such
         Reorganization Event not occurred.

                  (b)  Dilution and other  Adjustments.  In the event of a stock
         dividend, stock split,  recapitalization,  exchange of shares, warrants
         or rights  offering to purchase  Common Stock at a price  substantially
         below fair market value or other  similar  event  affecting  the Common
         Stock, the Committee shall make any or all of the following adjustments
         that in its  discretion it deems  necessary or advisable to provide the
         Participant  with a  benefit  equivalent  to that to which  Participant
         would have been  entitled had such event not  occurred:  (i) adjust the
         number of Awards  granted to the  Participant,  and (ii) 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.

                (c)  Disputes.   The  Committee's  authority  to  interpret  and
         construe  the  Plans  and  this  Agreement,  and  resolve  any  dispute
         hereunder, shall be final, conclusive and binding on all persons.

         12.      Amendment of this Agreement.
                  ---------------------------

         This Agreement may be amended only by a writing signed by both parties.

         13.      Miscellaneous.
                  -------------

                  (a) No  Rights  to  Grants  or  Continued  Service.  Except as
         expressly  provided for herein,  the Participant shall have no claim or
         right to be granted an Award  under the  Plans,  nor shall  Participant
         have a right to  receive  payment of an Award in any form other than as
         the  Committee  shall  approve.  Neither the Plans nor any action taken
         hereunder  shall be construed as giving the Participant any right to be
         retained in the employ or service of the Company.

                  (b)      Governing Law.
                           -------------

                  This  Agreement  shall be  construed  in  accordance  with and
         governed by the internal laws of the State of Delaware.

                  (c) Binding Obligation;  Survival; Assignment. The Participant
         hereby  represents  that  this  Agreement  has been duly  executed  and
         delivered by the Participant and constitutes a legal, valid and binding
         obligation of the Participant,  enforceable  against the Participant in
         accordance with its terms.

                  (d) Notices. All notices and other communications provided for
         herein  shall be in writing and shall be  delivered  by hand or sent by
         certified  or  registered  mail,  return  receipt  requested,   postage
         prepaid,  addressed, if to the Participant,  to his or her attention at
         the mailing address set forth at the foot of this Agreement (or to such
         other  address as shall have been  specified to the Company in writing)
         and, if to the Company, to it at 3330 West Friendly Avenue, Greensboro,
         North Carolina 27410, Attention:  Corporate Secretary. All such notices
         shall be conclusively deemed to be received and shall be effective,  if
         sent by hand  delivery,  upon  receipt,  or if  sent by  registered  or
         certified  mail, on the fifth day after the day on which such notice is
         mailed.

                  (e)  Other  Matters.  This  Agreement  and the  other  related
         agreements  expressly referred to herein set forth the entire agreement
         and  understanding  between the parties  hereto and supersede all prior
         agreements  and  understandings  relating to the subject matter hereof.
         This  Agreement  may be executed in one or more  counterparts,  each of
         which  shall be deemed  to be an  original,  but all such  counterparts
         shall together  constitute one and the same agreement.  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
         this Agreement.


         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by its duly  authorized  officer and the  Participant has executed this
Agreement  by signing  the  Exhibit  hereto,  both as of the date and year first
above written.



                                   BURLINGTON INDUSTRIES, INC.


                                   By:    /s/ James M. Guin
                                          -------------------------------
                                          James M. Guin
                                          Vice President, Human Relations
                                          and Corporate Communications