ARTICLE I

Background and Purpose

Effective as of February 29, 1976, the Collins& Aikman Corporation (the "Company") established the Excess Benefit Plan of Collins& Aikman Corporation (the "Plan"). The Plan is hereby amended and restated effective as of November 7, 1986. The Plan is intended to provide benefits which would have accrued to any Company employee under the terms of the Company's Profit-Sharing Plan or Retirement Plan but for certain restrictions imposed by certain provisions of the Internal Revenue Code, including without limitation, Code sections 415 and 401(a)(17), upon the contributions for, or benefits of, Company employees participating in the Profit-Sharing Plan and the Retirement Plan.

ARTICLE II

Definitions

The following terms whenever used in the Plan, including the Preamble, shall have the meanings set forth in this Article II.

2.1 "Beneficiary" means the Participant's beneficiary under the Profit-Sharing Plan or Retirement Plan, as the case may be, or such other beneficiary as is designated in writing to the Committee by the Participant.

2.2 " Board of Directors" means the Board of Directors of the Company as constituted from time to time.

2.3 "Code" means the Internal Revenue Code of 1954, as amended, or, effective January 1, 1987, the Internal Revenue Code of 1986, as amended.

2.4 "Committee" means the Pension Plan and Profit-Sharing Plan Committee appointed by the Board of Directors which shall be responsible for the administration of the Plan in accordance with Article VI.

2.5 "Company" means Collins& Aikman Corporation or any successor thereto.

2.6 "Excess Profit-Sharing Account" means the bookkeeping account established to reflect a Participant's total excess profit-sharing benefit under the Plan as determined in accordance with S section 4.1.

2.7 "Excess Retirement Benefit" means a Participant's retirement benefit under the Plan determined in accordance with Section 4.2.

2.8 "Fund" or "Funds" means the fund or funds in which contributions to the Profit-Sharing Plan may be invested.

2.9 "Participant" means a Participant in this Plan as defined in Article III.

2.10 "Plan" means the Excess Benefit Plan of Collins& Aikman Corporation, as amended and restated as of November 7,1986.

2.11 "Plan Year" means the 52 or 53 week period ending in each year on the Saturday nearest to or coinciding with the last day of February (or such other period as may be specified by the Committee).

2.12 "Profit-Sharing Account" means the separate account or combination of accounts established and maintained for each Participant under the Profit-Sharing Plan.

2.13 "Profit-Sharing Plan" means the Employees Profit- Sharing Plan of Collins& Aikman Corporation, as amended through March 2,1986, and as may be amended from time to time thereafter.

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