BURLINGTON INDUSTRIES INC /DE/
FORMS OF AWARD AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10(C)
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FORMS OF AWARD AGREEMENT
<TEXT>


                                                            Exhibit 10.10(c)



         This AWARD  AGREEMENT (the  "Agreement"),  dated as of December 7, 2000
(the  "Effective  Date"),  between  BURLINGTON  INDUSTRIES,   INC.,  a  Delaware
corporation (the "Company"),  and the key employee whose name and address appear
on the  signature  page hereof (the  "Participant"),  is intended to enhance the
ability of the  Company to retain and  motivate  the  Participant  by  providing
Participant with an opportunity to obtain a proprietary  interest in the Company
and  rewarding  Participant  for his or her  contribution  to the  Company.  The
Company believes  providing key executives and employees with such opportunities
and rewards serves the best interests of the Company's stockholders.

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

1.       Definitions.  As used herein:
         -----------

                  "Award Grant Date" means December 7, 2000.


                  "Awards" mean the Restricted Shares, Long Term Cash Awards and
         Phantom  Share  Awards  awarded  subject  to the terms  and  conditions
         herein.

                  "Beneficiary" or  "Beneficiaries"  means the person or persons
         designated  by  the  Participant  pursuant  to  the  provisions  of the
         Agreement to receive payments or rights pursuant to such Agreement upon
         the  Participant's  death.  If no Beneficiary is so designated 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
         Participant may change the designated  Beneficiaries  from time to time
         by written  instrument  executed by the  Participant and filed with the
         Benefits Administration  Committee in accordance with such rules as may
         be specified by the Benefits Administration Committee.

                   "Benefits  Administration  Committee"  means a  Committee  of
          three or more senior officers appointed by the Chief Executive Officer
          of the Company.

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

                  "Cash Based Award" means a Long-Term Cash Award, Phantom Share
         Award or both, as indicated by the context.

                  "Code"  means the Internal  Revenue Code of 1986,  as amended,
         and the regulations promulgated thereunder,  as such law or regulations
         may be amended from time to time.

                  "Committee"  means the  committee  of the Board  described  in
         Section 2 hereof.

                  "Common  Stock"  means the Common  Stock of the  Company,  par
         value  $0.01 per share,  or such other class or kind of shares or other
         securities as may be applicable under Section 10 hereof.

                  "Credit  Agreement"  means the Company's  amended and restated
         Bank Credit  Agreement  entered  into as of  December 5, 2000.  Certain
         defined terms (using capital letters) herein have the meanings assigned
         to them in the Credit Agreement.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
         amended, and the rules and regulations  thereunder,  as such act, rules
         or regulations may be amended from time to time.

                  "Fair  Market  Value"  means the  closing  price of a share of
         Common  Stock on a  specified  date as  reported  in the New York Stock
         Exchange   Composite   Transactions   for  such  date,  or  such  other
         measurement  of value as may be specified by the Committee from time to
         time.

                  "Long Term Cash Award"  means an award  issued  under  Section
         3(a) hereof.

                  "Phantom Share Award" means an award issued under Section 3(b)
         hereof.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the  rules  and  regulations  thereunder,  as such  law,  rules and
         regulations may be amended from time to time.

                  "Vesting Date" means, with respect to Restricted  Shares,  the
         dates set forth on Schedule A, and, with respect to Cash-Based  Awards,
         the measurement  date (or anniversary  thereof) set forth on Schedule A
         if the performance  criteria for such Awards set forth on such Schedule
         are met.

2.       Administration.
         --------------

         (a)  Except as  otherwise  set forth  herein,  the  Agreement  shall be
administered  by the Committee,  which shall be appointed by the Board and which
shall consist of two or more members of the Board.  Each member of the Committee
at all times  during  service as a member of the  Committee  shall  qualify with
respect to the Agreement as a "Non-Employee Director" within the meaning of Rule
16b-3 under the Exchange Act and as an "outside  director" within the meaning of
Section 162(m) of the Code. The Committee shall have full power and authority to
interpret and construe the  provisions of the Agreement and make  determinations
pursuant  thereto.  Each  interpretation,  determination or other action made or
taken pursuant to the Agreement by the Committee shall be final,  conclusive and
binding on all persons.

         (b) No member of the Committee or the Benefits Administration Committee
shall be liable for anything whatsoever in connection with the administration of
the   Agreement   except  such  member's  own  willful   misconduct.   Under  no
circumstances  shall any  member  of such  Committees  be liable  for any act or
omission  of any  other  member  of the  Committee.  In the  performance  of its
functions with respect to the Agreement,  each such Committee  shall be entitled
to rely  upon  information  and  advice  furnished  by the  Company's  officers,
accountants and counsel, and any other party the Committee deems necessary,  and
no member of a  Committee  shall be liable for any action  taken or not taken in
reliance upon any such advice.

3.       Performance-Based Awards.
         ------------------------

         (a) Grant of Long-Term  Cash Award.  The Company  hereby  grants to the
Participant,  as of the Award Grant Date, a Long-Term  Cash Award in the amount,
and having the  characteristics,  set forth on Schedule A with respect  thereto.
This Award  provides for a cash  payment,  in two  installments  on the date set
forth on  Schedule  A,  which  payment  shall  become  vested  if the  Company's
performance  falls within the performance  measures set forth on Schedule A with
respect to the fiscal  years of the Company  therein  described.  Payment of the
amount earned,  if any, under this Award shall be made on the dates, and subject
to the conditions  set forth on Schedule A, including an accelerated  payment in
the event that the early payment  performance trigger set forth on such Schedule
is  satisfied.  Such payment  shall be subject to the  forfeiture  or pro ration
provisions herein set forth in certain events.

         (b)  Grant of  Phantom  Share  Awards.  The  Company  hereby  grants to
Participant as of the Award Grant Date, the number of Phantom Share Awards shown
on Schedule A. Amounts earned with respect to such Awards shall be paid in cash,
if the performance measure set forth on such Schedule A is achieved with respect
to the fiscal year periods set forth  thereon,  and the amount of such cash paid
per Award will be equal to the Fair Market Value of the  Company's  Common Stock
for the 20 business day period  preceding the fiscal year end date  indicated on
Schedule  A. No amounts  payable  under the  Phantom  Share  Award shall be made
unless the Company's performance satisfies the "Threshold" performance level set
forth on  Schedule A, and,  in the event of the  Company's  failure to meet such
performance  level,  all Phantom Share Awards shall be immediately  canceled and
have no value. Amounts earned with respect to Phantom Share Awards shall be paid
on the dates set forth on Schedule A and shall be subject to the  forfeiture  or
pro ration provisions herein set forth in certain events.



4.       Restricted Shares.
         -----------------

         (a) Grant of Restricted  Shares.  The Company hereby grants,  as of the
Award Grant Date,  the number of Restricted  Shares of Common Stock set forth on
attached   Schedule  A  (the   "Restricted   Shares")  to  the   Participant  in
consideration  for services  rendered or to be rendered to the  Company,  or its
subsidiaries or affiliates.

         (b) Delivery of Restricted  Shares.  As of the Award Grant Date, a book
entry  shall be made to an  account in the  Participant's  name  evidencing  the
Restricted  Shares. The ownership of the Restricted Shares shall be subject to a
substantial risk of forfeiture  within the meaning of Section 83 of the Code and
the account shall be controlled, or the certificate held, by the Company for the
account  of the  Participant  until  such  time as the  Restricted  Shares  vest
hereunder.  Upon such vesting (and unless otherwise required by applicable law),
control of the vested  Restricted Shares shall be transferred to the Participant
by removing any stop orders from the book entry account  evidencing  such shares
or delivering a certificate or certificates evidencing such shares.

5.  Vesting of  Restricted  Shares.  The  Restricted  Shares shall vest in three
substantially   equal  annual  installments  on  the  first,  second  and  third
anniversaries  of the Award  Grant Date (each of which shall be referred to as a
Vesting Date, unless previously vested, forfeited or adjusted in accordance with
the provisions of Section 10, 11 or 12 hereof).

6.  Registration of Shares.  No Award which is payable in shares of Common Stock
and  granted  under this  Agreement  shall be  payable,  nor shall any shares of
Common Stock be issued  pursuant to the 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.

7. Restrictions on Transfer.  Subject always to the conditions set forth herein,
the 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.

8.       Rights as a Stockholder.
         -----------------------

         (a) Stockholder  Rights.  Other than as otherwise  provided herein with
respect to Restricted  Shares, 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 Restricted  Shares issued
hereunder or a stock  distribution  to him 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.

9. Withholding of Taxes. The Company shall have the right,  before making a book
entry or delivering a certificate for any Restricted  Shares to the Participant,
to require  the  Participant  to remit to the  Company an amount  sufficient  to
satisfy any Federal,  state or local tax withholding  requirements  with respect
thereto.  Prior  to  the  determination  by  the  Company  of  such  withholding
liability, the Participant may make an irrevocable election to satisfy, in whole
or in part,  such obligation to remit taxes by directing the Company to withhold
shares that would  otherwise be received by him.  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.  The
Participant  acknowledges that the Company,  at the discretion of the Committee,
may deduct or withhold  amounts  owing with  respect to taxes on the Awards from
any payment or distribution to him.

10.      Certain Adjustments; Disputes.
         -----------------------------

         (a) Effect of  Reorganization.  Subject to the provisions of Section 11
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 appropriate adjustments in the Awards to provide the Participant with
a benefit  equivalent  to that to which he would have been  entitled to 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
he 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.  Unless otherwise
determined  by the  Committee,  such  adjustments  shall be  subject to the same
vesting schedule and restrictions to which the Awards are subject. No fractional
shares of Common Stock shall be reserved or authorized  by any such  adjustment.
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
Agreement.


11.      Change of Control.
         -----------------

         (a)  Notwithstanding  any other provision of the Agreement,  the Awards
granted hereunder shall automatically vest in the event of a Change of Control .
In such event,  Restricted Shares shall no longer be subject to forfeiture,  and
all Long- Term Cash Awards and Phantom  Share  Awards shall vest and 100% of the
amount  earned shall be  immediately  payable on the first vesting date of which
the performance  measures thereon are met, unless earlier  forfeited under other
provisions of this Agreement.

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

                  (i) The Company 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 Voting Stock (as that term is
         hereafter   defined)   of  the  Company   immediately   prior  to  such
         transaction;

                  (ii)  The  Company   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 Company  immediately  prior to such sale
         or transfer;

                  (iii)  There is a report  filed on  Schedule  13D or  Schedule
         14D-1  of the  Exchange  Act by a  person  other  than  a  person  that
         satisfies the requirements of Rule  13d-1(b)(1)  under the Exchange Act
         for filing such report on Schedule 13G, which report as filed discloses
         that any person (as the term  "person"  is used in Section  13(d)(3) or
         Section  14(d)(2) of the Exchange Act) has become the beneficial  owner
         (as the term  "beneficial  owner" is defined under Rule 13d-3 under the
         Exchange Act) of securities  representing 12.5% or more of the combined
         voting  power  of the  then-outstanding  securities  entitled  to  vote
         generally in the election of Directors of the Company ("Voting Stock");

                  (iv) The Company  files a report or proxy  statement  with the
         Securities  and  Exchange  Commission  pursuant  to  the  Exchange  Act
         disclosing  in response  to Form 8-K or  Schedule  14A that a change in
         control of the Company has or may have occurred or will or may occur in
         the future pursuant to any then-existing contract or transaction; or

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

         Notwithstanding  the  foregoing  provisions  of  Clause  (iii)  or (iv)
hereof,  a "Change of Control" shall not be deemed to have occurred for purposes
of the  Agreement  solely  because (x) the  Company,  (y) an entity in which the
Company  directly  or  indirectly  beneficially  owns 50% or more of the  voting
securities,  or (z) any  Company-sponsored  employee stock ownership plan or any
other  employee  benefit plan of the Company (or any trustee of any such plan on
its  behalf),  either  files or  becomes  obligated  to file a report or a proxy
statement  under or in response to Schedule 13D,  Schedule 14D-1, or Form 8-K or
Schedule 14A under the Exchange Act,  disclosing  beneficial  ownership by it of
shares of Voting Stock, whether in excess of 12.5% or otherwise,  or because the
Company reports that a Change of Control of the Company has or may have occurred
or will or may occur in the future by reason of such beneficial ownership.

12.      Consequences of Termination of Employment.
         -----------------------------------------

         (a)   Termination  of  Employment   Defined.   The  employment  of  the
Participant shall be deemed terminated if he 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;  Certain  Terminations
Prior to  Vesting.  If (i)  termination  is  without  Cause  or the  Participant
terminates  voluntarily for Good Reason or (ii) termination  occurs by reason of
death,  Retirement or Permanent  Disability and such termination occurs prior to
any Vesting Date, the following shall occur:

                  (i) a pro rata portion of all unvested Restricted Shares shall
         vest immediately upon the effectiveness of such termination; and

                  (ii) a pro  rata  portion  of 50% of all  unvested  Cash-Based
         Awards  will vest,  but shall only be  payable if the  Threshold  award
         level set forth on Schedule A is  satisfied,  such  payment to occur as
         promptly as possible  following the  Committee's  determination  of the
         amount earned with respect to such Awards.

                  (iii)  Notwithstanding  clause  (ii) above,  if a  termination
         without  Cause  or a  voluntary  termination  for  Good  Reason  occurs
         following the measurement date on which a performance  period ends with
         respect to a Cash Based Award,  but before final payment of all amounts
         earned  thereunder,  the  Participant  shall be entitled  to  immediate
         payment of 100% of the amounts so earned.

                  (iv) All pro rations required hereunder shall be determined on
         the basis of the number of full months of employment completed prior to
         the date of  termination,  divided  by the  number  of  months  in such
         twelve-month vesting period.

         (c) Termination For Cause;  Voluntary  Termination Without Good Reason;
Forfeiture in Event of Certain  Activities.  If the Participant's  employment is
terminated for Cause of if the  Participant  voluntarily  terminates  employment
without Good Reason 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 any such termination  occurs prior to a Vesting Date of
         an Award,  the unvested portion of all Awards hereunder 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 at any time  during the  period  ending one year after
         the Vesting Date of any Award 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, 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) the  Restricted
         Shares  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
         the Agreement, and all Restricted Shares so awarded shall belong to the
         Company and be promptly returned to it and (2) any gain (in the case of
         Restricted  Shares, the difference between the Fair Market Value of one
         share of Common  Stock on the Grant Date and the Fair  Market  Value on
         the  Vesting  Date,  times the  number  of  Restricted  Shares  issued)
         realized  from the  disposition  of all or a portion of the  Restricted
         Shares 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)  Notwithstanding  any other provision of this  Agreement,  no award
shall vest,  and no payments  shall be earned with  respect to any Award  unless
Participant  has completed  six months of employment  from the Award Grant Date.
This  restriction  shall not apply to  terminations  occurring  within two years
following a Change of Control.

         (e) 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)(ii) 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.

         (f)      Definitions.
                  -----------

                  (i)  A  termination   for  "Cause"  means  a  termination   of
         employment with the Company 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;

                  (ii) "Good  Reason"  means (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
         him in connection with his employment, (B) a material adverse change in
         his position with the Company,  or (C) the  assignment to him of duties
         materially and adversely  inconsistent with his position at the time of
         such assignment with the Company;

                  (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 for the Participant and in
         effect on the date of his  termination of employment  with the Company;
         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.

                  (v) Determinations under Clauses (f)(i), (f)(iii) and (f) (iv)
         shall be made with respect to executive officers of the Company, by the
         Committee, and with respect to all other participants,  by the Benefits
         Administration Committee.

13.      Amendment of this Agreement.
         ---------------------------

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

14.      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
Awards or to receive  payment of Awards in any form other than as the  Committee
shall  approve.  Neither the Agreement 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) No  Restriction  on Right of Company to Effect  Corporate  Changes.
Nothing in the  Agreement  shall affect the right or power of the Company or its
shareholders  to make or authorize  any or all  adjustments,  recapitalizations,
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,
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.

         (c) Governing Law. The Agreement  shall be construed in accordance with
and governed by the internal laws of the State of Delaware.

         (d) 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.

         (e) 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  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.

         (f) 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.

PARTICIPANT                                   BURLINGTON INDUSTRIES, INC.

____________________________                  By:    ________________________
Douglas J. McGregor                                  George W. Henderson, III
                                                     Chairman of the Board and
                                                     Chief Executive Officer




</TEXT>
</DOCUMENT>
