AGREEMENT,  made and entered into as of the 3rd day of February,  2000,
between  BURLINGTON  INDUSTRIES,   INC.,  a  Delaware  corporation  (hereinafter
sometimes  referred  to as the  "Corporation"),  and  George W.  Henderson,  III
(hereinafter referred to as "Executive").

         WHEREAS,  the  Corporation  and  Executive  desire  to  enter  into  an
Employment  Agreement effective February 3, 2000, this Agreement to supersede in
its entirety the present employment agreement between the parties;

         NOW, THEREFORE,  in consideration of the mutual agreements  hereinafter
contained, the Corporation and Executive hereby agree as follows:

         l. The Corporation agrees to employ Executive,  and Executive agrees to
serve the Corporation,  upon the terms hereinafter set forth.

         2. The employment of Executive  hereunder  shall  commence  February 3,
2000 and continue until December 31, 2003,  unless earlier  terminated under the
provisions of Paragraphs 6, 7 or 8 of this Agreement.

         3. Executive agrees to serve the Corporation faithfully and to the best
of his ability under the direction of the Board of Directors of the Corporation,
devoting  his  entire  time,  energy and skill  during  regular  business  hours
performing the duties assigned by the Board.

         4. The Corporation  agrees to pay to Executive during the period of the
term hereof salary for his services at the rate (the "Annual Rate", which Annual
Rate shall  refer to any  subsequent  increase  in the rate of  compensation  of
Executive  granted by the Corporation  during the term of this Agreement) of Six
Hundred Thousand Dollars ($600,000) per annum, payable in equal monthly or other
more  frequent  installments  in  accordance  with the  general  practice of the
Corporation for salaried senior employees.

         5. The  Corporation  may from  time to time  pay  additional  incentive
compensation  to  certain  executives  when and if  authorized  by the  Board of
Directors  or  the  appropriate  Committee  of the  Board  of  Directors  of the
Corporation.  Executive is deemed to be a valuable  executive of the Corporation
and will be considered for payment of such incentive  compensation  in all years
that the Board  determines that such  compensation  should be paid to senior and
key  employees  generally.  It is  expressly  understood  that the amount of any
additional  compensation is entirely in the discretion of the  Corporation,  and
nothing  herein  shall  be  construed  as a  promise  or  obligation  to pay any
additional  compensation to Executive whatsoever.  If sums are paid to Executive
as  additional  compensation  in any year,  such  payment  shall  not  create an
obligation to pay additional compensation to Executive in any past or succeeding
year. No payments to Executive of additional compensation,  if any, shall reduce
or be applied against the salary to be paid to Executive pursuant to Paragraph 4
hereof.

         6.  If,  during  the term of this  Agreement,  Executive  shall  become
physically or mentally incapable of fully performing services required of him in
accordance  with his obligations  under Paragraph 3 of this Agreement,  and such
incapacity is, or may reasonably be expected to exist,  for more than two months
in the aggregate  during any period of twelve  consecutive  months,  as shall be
determined by a physician  mutually agreed upon by the Corporation and Executive
(or Executive's  legal  representative  if Executive is incapable of making such
determination),   which  determination  shall  be  final  and  conclusive,   the
Corporation  may, upon notice to  Executive,  terminate  this  Agreement and his
employment hereunder, and upon such termination,  Executive shall be entitled to
receive  (i) cash  compensation  at the Annual Rate for a period of one year and
(ii) shall receive benefits as provided under Paragraph 7(b)(iii) below for such
one-year  period.  Executive agrees to accept such payment in full discharge and
release of the Corporation,  its subsidiaries and their management,  of and from
any and all further  obligations and liabilities to him under Paragraph 4 hereof
(including  any liability for payments under the  Corporation-funded  disability
insurance program).

         7. (a) The Corporation may in its sole discretion at any time terminate
Executive's employment under this Agreement, whether for cause or without cause.

           (b) Other than  under the  circumstances  described  in  paragraph  8
below, in the event of (1) an involuntary termination of employment of Executive
without Cause or (2) a voluntary termination of employment by Executive for Good
Reason,  Executive shall receive (in lieu of any payment under the Corporation's
Severance Policy), as soon as practicable following such termination:

                  (i) salary  accrued  through  the date of  termination  at the
Annual Rate;

                  (ii) a lump sum  payment in cash equal to (x) the salary  that
would have been payable under Paragraph 4 above during the Severance  Period (as
defined below) plus (y) an amount (the "Bonus  Equivalent")  equal to the number
of years in the  Severance  Period  times the amount  established,  for the year
during  which such  termination  occurs,  as the  Executive's  target  incentive
payment under the Corporation's annual cash incentive plan approved by the Board
of Directors with respect to such year; and

                   (iii)  either (x)  Executive  shall  continue,  to the extent
permitted by applicable law, as a participating  member or beneficiary in all of
the benefit and welfare plans of the Corporation in which Executive participated
immediately  prior to the date of termination or (y) the Corporation  shall fund
substantially  equivalent benefits to the extent  participation in such plans is
not permissible,  and Executive shall be guaranteed service credit in such plans
(including,  without  limitation,  for  vesting  purposes  of  the  Supplemental
Executive  Retirement  Plan),  in either case (x) or (y) for the period equal to
the  Severance  Period.  Executive's  rights under this Clause (iii) shall cease
when Executive commences other employment and obtains coverage under other plans
on a substantially similar basis to those of the Corporation.

Except as expressly  provided in this subparagraph  7(b), in all other respects,
Executive's  rights under all of the benefit plans of the  Corporation  shall be
governed by the terms of such plans and not by the provisions of this Agreement.

                  (c) In the  event of an  involuntary  termination  for  Cause,
Executive shall only be entitled to payments under the Severance Policy and only
if the conduct  giving rise to such  termination  was not, in the  Corporation's
sole judgment, willful.

                  (d) In the event that Executive's  employment is terminated by
the  Corporation  or the  Executive for any reason other than those set forth in
Paragraph  6  above,  subparagraphs  7(b) or  7(c) or  Paragraph  8  below,  the
Corporation shall have no further obligation to Executive hereunder or under the
Severance Policy.

                  (e)  Notwithstanding  any other  provisions of this Agreement,
Executive's  obligations  under  Paragraphs  9 and 10 of  this  Agreement  shall
survive the termination or expiration of this Agreement.

         8. (a) If the employment of Executive hereunder  terminates (other than
by reason of death,  disability  or a  termination  for Cause)  within two years
following  a  Change  of  Control,  whether  initiated  by  Executive  or by the
Corporation,  the  Corporation  shall  promptly  (not later than 30 days) pay to
Executive a lump sum  payment in cash equal to (i) the then salary of  Executive
at the Annual Rate times the number of years in the Severance Period,  plus (ii)
the Bonus  Equivalent  times the  number of years in the  Severance  Period.  In
addition, following such termination of employment, Executive shall continue for
the  number  of  years in the  Severance  Period,  in the  manner  set  forth in
subparagraph  7(b)(iii) above, to participate in, or the Corporation  shall fund
substantially  equivalent  benefits,  under the welfare and benefit plans of the
Corporation.

                  (b) In the event that the  payment by the  Corporation  of the
payments  required in the  preceding  Paragraph  would  result in the  Executive
becoming  subject to the  imposition  of an excise tax under Section 4999 of the
Internal  Revenue  Code of 1986,  as amended,  then the amount of payments  made
hereunder  shall be reduced to an amount  which  would  maximize  the  after-tax
payments to the Executive of such amount.  The  determination  of such reduction
amount,  if any, shall be made by the Executive,  with the advice of Executive's
tax or financial advisor.

         9. Executive expressly agrees, as further consideration hereof and as a
condition to the performance by the Corporation and its subsidiary  companies of
their  obligations  hereunder,  that while  employed by the  Corporation  or its
subsidiary companies and (1) during a period of six months following termination
of his  employment,  and (2)  only in the  event  that  Executive  is  receiving
severance  payments  and/or  benefits  under  Paragraph  7(b) during the further
period  commencing on the day following  such  six-month  period and  continuing
until the last day of the  Severance  Period,  Executive  will not  directly  or
indirectly  render advisory  services to or become employed by or participate or
engage in any business materially  competitive with any of the businesses of the
Corporation and its subsidiary  companies  (Executive hereby  acknowledging that
Executive has had access in his executive capacity to material information about
all of the Corporation's businesses) without first obtaining the written consent
of the  Corporation.  The period of  non-competition  established  in clause (2)
above may be shortened,  at the election of the Executive evidenced by a written
relinquishment  satisfactory  to the  Corporation,  of any  remaining  right  to
severance payments under this Agreement,  to a period ending on the last date as
of which such severance payments are earned.

    10. Executive  agrees that, both during and after his employment  hereunder,
he  will  not  disclose  to  any  person  unless  authorized  to do  so  by  the
Corporation,  any of the Corporation's  trade secrets or other information which
is confidential or secret. Trade secrets or confidential  information shall mean
information  which has not been made available by the Corporation to the public,
including  but not limited to strategic  and business  plans,  product or market
development studies, plans or surveys; designs and patterns;  inventions, secret
processes  and  developments;  any cost data,  including  labor costs,  material
costs, and any data that is a factor in costs; price, source or utilization data
on raw materials, fibers, machinery, equipment and other manufacturing supplies;
technical  improvements,  designs,  procedures  and  methods  developed  by  the
Corporation;  any data  pertaining  to sales  volume by  location  or by product
category;  customer  lists;  production  methods  other than those  licensed  by
outside companies;  compensation  practices;  and profitability,  margins, asset
values, or other information relating to financial statements.

           Executive acknowledges that the disclosure of the Corporation's trade
secrets or confidential  information to unauthorized  persons would constitute a
clear  threat to the  business of the  Corporation,  and that the failure of the
Executive  to  abide  by the  terms  of  Paragraphs  9 and 10 will  entitle  the
Corporation  to exercise any or all  remedies  available to it in law or equity,
including  without  limitation,  an  injunction  prohibiting  a breach  of these
provisions or suit for restitution.

         11. The following  capitalized  terms used in this Agreement shall have
the meanings set forth below:

                  (i)  "Severance   Policy"  means  the  policy   providing  for
severance payments to salaried  employees set forth in the Corporation's  Policy
Manual as in effect on the date of Executive's termination of employment.

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

            (iii) "Good Reason" means (A) a failure to promptly pay compensation
due and payable to the Executive in connection with his or her employment, (B) a
reduction in Executive's level of compensation  (other than changes to incentive
or benefit  plans  affecting all  executives)  of the  Corporation  in a similar
manner,  (C) unless agreed to by Executive,  the  assignment to the Executive of
duties   inconsistent  with  the  Executive's   position  as  such  duties  were
immediately  prior to such  assignment  which  results in a  diminution  of such
position,  authority,  duties  or  responsibilities,  or  (D) a  change  in  the
employment  requirements of Executive which, in the view of the Compensation and
Benefits Committee of the Corporation's  Board of Directors,  subjects Executive
to an unfair change of circumstances.

             (iv)  "Severance  Period" shall mean, for the purposes of Paragraph
7, the two  year  period  commencing  on the  date of  termination,  and for the
purposes  of  Paragraph  8, the  three  year  period  commencing  on the date of
termination.

             (v)  "Change of  Control"  means that any of the  following  events
shall have occurred:

                           (A) The  Corporation  is  merged or  consolidated  or
reorganized into or with another corporation,  person or entity, and as a result
of such  merger,  consolidation  or  reorganization  less than a majority of the
combined voting power of the  then-outstanding  securities of such  corporation,
person or entity immediately after such transaction are held in the aggregate by
the  holders  of  securities  entitled  to vote  generally  in the  election  of
Directors  of  the  Corporation  ("Voting  Stock")  immediately  prior  to  such
transaction;

                           (B) The Corporation sells or otherwise  transfers all
or substantially all of its assets to any other  corporation,  person or entity,
and less than a majority of the combined  voting  power of the  then-outstanding
securities of such corporation,  person or entity immediately after such sale or
transfer  is held  in the  aggregate  by the  holders  of  Voting  Stock  of the
Corporation immediately prior to such sale or transfer;

                           (C) If during  any period of two  consecutive  years,
individuals who at the beginning of any such period  constitute the Directors of
the Corporation  cease for any reason to constitute at least a majority thereof,
unless  the  election,  or the  nomination  for  election  by the  Corporation's
stockholders,  of each Director of the  Corporation  first  elected  during such
period was  approved by a vote of at least  two-thirds  of the  Directors of the
Corporation  then still in office who were  Directors of the  Corporation at the
beginning of any such period.

         12. Any notice to be given by Executive  hereunder shall be sent to the
Corporation  at its  offices,  3330  West  Friendly  Avenue,  Greensboro,  North
Carolina  274l0,  and any notice from the Corporation to Executive shall be sent
to Executive at the address set forth under his  signature  below.  Either party
may change the address to which notices are to be sent by notifying the other in
writing of such changes in accordance with the terms hereof.

         IN  WITNESS  WHEREOF,  Burlington  Industries,  Inc.  has  caused  this
Agreement to be executed in its corporate name by its duly authorized  corporate
representative  thereunto  duly  authorized,  and Executive has hereunto set his
hand and seal, as of the day and year first above written.

                                        BURLINGTON INDUSTRIES, INC.


                                        By
                                          ----------------------------
                                               Nelson Schwab III
                                               On Behalf of the
                                               Board of Directors

                                                                       (L.S.)
                                          ----------------------------
                                               George W. Henderson, III