OPTION AWARD AGREEMENT ("Agreement") dated as of _____________, 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
option awards herein  described  (the  "Awards")  pursuant to the Company's 1998
Equity Incentive Plan (the "Plan");

         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 Plan,  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 Plan.

          2.       Options.

                  (a)  Grant  of  Options.  The  Company  hereby  grants  to the
         Participant,  effective  as of the  date  hereof  (the  "Grant  Date"),
         options  (the  "Options")  to  purchase  the number of shares of Common
         Stock of the Company specified on Exhibit A hereof,  such Options to be
         exercisable  at the exercise  price per share (the "Option  Price") set
         forth on Exhibit A. The shares  issuable  upon  exercise of Options are
         hereinafter referred to as the "Option Shares".

                  (b) Vesting.  The Options shall vest and become exercisable on
         the date or dates set forth on Exhibit A hereto (the  "Vesting  Date"),
         unless previously vested,  forfeited or adjusted in accordance with the
         provisions  of  Section  7  or 8  hereof.  The  Options  shall  not  be
         exercisable  following the date which shall be the tenth anniversary of
         the Grant Date (the "Option Term").

                  (c) Exercise of Options; Restrictions on Stock Purchased.

                           (i)  Notice.  Subject  to the  conditions  set  forth
                  below,  the Participant may exercise all or any portion of the
                  Options (to the extent vested) by giving written notice to the
                  Company's Director of Benefits or Director of Compensation and
                  Benefits at 336-379-2076.  The date of exercise of the Options
                  with respect to the number of shares of Common Stock specified
                  in the  notice  shall  be the  date on  which  the  conditions
                  provided in  paragraph  (ii) below and Sections 3 and 6 herein
                  are satisfied.

                           (ii)   Payment.   Prior  to  the   delivery   to  the
                  Participant of a certificate evidencing shares of Common Stock
                  in respect of which all or a portion of the Options shall have
                  been  exercised  (which   certificate   shall  bear  a  legend
                  evidencing  such  limitations  on transfer,  if any, as may be
                  applicable to such shares (a "Certificate")),  the Participant
                  shall have paid to the Company the Option  Price of all shares
                  of Common  Stock  purchased  pursuant to such  exercise of the
                  Options  in cash or via a  broker-assisted  cashless  exercise
                  transaction,  or,  with the  consent of the  Committee  (which
                  consent  shall  be  granted  in  the  sole  discretion  of the
                  Committee),  in shares of Common  Stock  already  owned by the
                  Participant  (valued at the then Fair Market  Value),  through
                  withholding of Common Stock subject to the Option with a value
                  equal to the exercise price,  in other property  acceptable to
                  the Committee or in any combination of cash,  shares of Common
                  Stock  or  such  other  property,  or  such  other  manner  of
                  settlement  of  the  Option  Price  as  the  Committee   shall
                  determine.

                           (iii)   Other   Provisions.    Notwithstanding    the
                  foregoing,  the  Committee  may also  permit the  exercise  of
                  Options  through such other  procedures as the Committee shall
                  in its discretion approve.

                  (d) Status of  Options.  The  Options  granted  hereby are not
         intended to qualify as Incentive Stock Options.

         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 Section 8(b) of the Plan,  Options 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.  The Participant shall have no rights
         as a  stockholder  with respect to any shares of Common Stock  issuable
         hereunder  until a certificate or  certificates  evidencing such shares
         shall  have been  issued to or in the name of the  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.
         With respect to shares so issued to or in the name of the  Participant,
         the Participant shall have all rights of a holder of Common Stock as to
         such 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 issued  hereunder or a stock  distribution to Participant as the
         holder of such shares shall be subject to the same  restrictions as the
         shares issued  hereunder and all references to 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 Plan.

         7.       Consequences of Termination of Employment.

                  (a)  Termination of Employment  Defined.  For purposes of this
         Award and the Plan, 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 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 and such termination occurs prior to the Vesting Date of the
         Participant's  Options,  all of the  unvested  Options  shall  vest and
         become   exercisable   immediately  upon  the   effectiveness  of  such
         termination.  All vested Options shall be exercisable for the period of
         one year  following  any  termination  by reason of death,  three years
         following any termination  after a Change of Control  described in this
         paragraph  (b),  and the shorter of five years or the  remainder of the
         Option Term following Permanent  Disability or Retirement,  and, if not
         so exercised, shall expire.

                  (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 occurs prior to the date that
                  an Option (or any  portion  thereof)  has become  vested,  the
                  unvested  portion of such Option shall be deemed  cancelled as
                  of the date of such  termination  without payment therefor and
                  the  Company  shall have no further  obligation  with  respect
                  thereto.

                           (ii) If such  termination is a voluntary  termination
                  without  Good  Reason and occurs on or  following  the date an
                  Option (or any  portion  thereof)  has become  vested,  vested
                  Options then outstanding shall continue to remain  outstanding
                  and be  subject  to the  applicable  provisions  of the  Plan,
                  except that such Options must be exercised  during the shorter
                  of  the  90-day  period  following  such  termination  or  the
                  remainder of the Option Term.

                           (iii)  If  termination  is  without  Cause  or if the
                  Participant  voluntarily  terminates with Good Reason and such
                  termination  occurs on or following the date an Option (or any
                  portion  thereof)  has  become  vested,  vested  Options  then
                  outstanding  shall  continue  to  remain  outstanding  and  be
                  subject  to the  applicable  provisions  of the  Plan and this
                  Agreement,  except that such Options must be exercised  within
                  the shorter of three years  following such  termination or the
                  remainder of the Option Term.

                           (iv) If at any time during the period ending one year
                  after the last date the Option Award  hereunder is exercisable
                  under the terms of this  Agreement,  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 Option 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 Plan,  and
                  (2) any gain (the  difference  between the exercise  price and
                  the fair market value of one share of Common Stock on the date
                  of exercise,  times the number of Options exercised)  realized
                  from  exercising  all or a portion of any Option  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  (c)(iv)  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.




<PAGE>


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,  (ii)  adjust the Option
         Price of any  Options,  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.

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

         9.       Amendment of this Agreement.

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

         10.      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 Plan, nor shall Participant have
         a right to  receive  payment  of an Award in any form other than as the
         Committee  shall  approve.  Neither  the  Plan  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, both as of the date and year first above written.



BURLINGTON INDUSTRIES, INC.                          PARTICIPANT


By___________________________                 _____________________________
James M. Guin                                        Name:
Vice President, Human Relations                      Address:
and Public Relations






         PERFORMANCE   SHARE   AWARD   AGREEMENT   ("Agreement")   dated  as  of
_____________,  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
equity  incentive  awards  herein  described  (the  "Awards")  pursuant  to  the
Company's 1998 Equity Incentive Plan (the "Plan");

         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 Plan,  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 Plan.

         2.       Performance Shares.

                  (a)  Grant  of  Award.   The  Company  hereby  grants  to  the
         Participant,  effective as of the Grant Date, Performance Shares having
         the terms and conditions set forth below and in attached Exhibit A.

                  (b)  Determination  of Award.  The Performance  Shares granted
         hereby shall entitle the Participant to receive the number of shares of
         Common Stock  determined  with  reference to attaining the  performance
         goals (the "Performance Goals") for the Performance Period set forth in
         Exhibit A. Determination of accomplishment of Performance Goals will be
         made  as  promptly  as  possible  following  the  date  of  measurement
         indicated on Exhibit A (the "Date of Measurement") and shall be subject
         to  the  approval  of  the  Committee,  which  determination  shall  be
         conclusive and binding.  At such time,  the Committee  shall certify in
         writing that the  Performance  Goals and any other  material terms have
         been  satisfied  (a "Written  Certification"),  and shall record in its
         records the award shares so achieved (the "Award Shares").

                  (c)  Vesting  and  Payment.   After  the  Committee's  Written
         Certification is recorded, unless earlier forfeited, vested or adjusted
         in accordance  with the provisions of Section 7 or 8 hereof,  the right
         to payment of the Award Shares shall vest as set forth on Exhibit A. As
         promptly  as  practicable  following  the  Date  of  Measurement,   the
         Participant  shall be  entitled  to  receive  such  number of shares of
         Common  Stock as  shall  be  determined  based  on  achievement  of the
         Performance  Goals set forth on Exhibit A. The  Committee,  in its sole
         discretion, may decide to satisfy Performance Share Awards partially or
         wholly in cash.

         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 Section  8(b) of the Plan,  Performance  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.  The Participant shall have no rights
         as a  stockholder  with respect to any shares of Common Stock  issuable
         hereunder  until a certificate or  certificates  evidencing such shares
         shall  have been  issued to or in the name of the  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.
         With respect to shares so issued to or in the name of the  Participant,
         the Participant shall have all rights of a holder of Common Stock as to
         such 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 issued  hereunder or a stock  distribution to Participant as the
         holder of such shares shall be subject to the same  restrictions as the
         shares issued  hereunder and all references to shares issued  hereunder
         shall be deemed to include such additional shares of Common Stock.



<PAGE>


         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 Plan.

         7.       Consequences of Termination of Employment.

                  (a)  Termination of Employment  Defined.  For purposes of this
         Award and the Plan, 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 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,  and  such  termination  occurs  prior  to  the  end of the
         Performance  Period  for  the  Participant's  Performance  Shares,  the
         Performance  Shares shall vest and the amount of the Award Shares to be
         paid shall be determined based on Total Shareholder  Return achieved as
         of the date of such termination  under the Performance  Goals set forth
         in Exhibit A. Any such Award Shares shall be paid immediately following
         such determination.

                  (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  occurs  prior to the end of
                  the Performance  Period and is a termination  without Cause or
                  if the  Participant  voluntarily  terminates with Good Reason,
                  the Performance  Shares shall vest and the amount of the Award
                  Shares  to  be  paid  shall  be  determined   based  on  Total
                  Shareholder Return achieved as of the date of such termination
                  under the  Performance  Goals set forth in Exhibit A. Any such
                  Award  Shares  shall  be  paid   immediately   following  such
                  determination.

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

                  (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).  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;


<PAGE>



                           (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  Plan  and  this  Agreement,   and  resolve  any  dispute
         hereunder, shall be final, conclusive and binding on all persons.

         9. Amendment of this Agreement.

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

         10.      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 Plan, nor shall Participant have
         a right to  receive  payment  of an Award in any form other than as the
         Committee  shall  approve.  Neither  the  Plan  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, both as of the date and year first above written.



BURLINGTON INDUSTRIES, INC.                          PARTICIPANT


By___________________________                 _____________________________
James M. Guin                                        Name:
Vice President, Human Relations                      Address:
and Public Relations