Sample Business Contracts


Excess Benefit Plan - Collins & Aikman Corp.


                                 EXCESS BENEFIT PLAN
                                          OF
                             COLLINS & AIKMAN CORPORATION

                    (Amended And Restated as of November 7, 1986)

                                      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

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          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 Ssection 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.
               2.14 "Retirement Plan" means the Collins & Aikman
          Corporation Salaried Employees' Retirement Plan, as amended and
          restated effective March 3, 1985, and as may be amended from time
          to time thereafter.
               2.15 "Retirement Plan Benefit" means the annual retirement
          benefit payable to or on account of a Participant pursuant to the
          Retirement Plan.




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               2.16 "Valuation Date" means the last business day of each
          Plan Year, and such other dates as the Committee under the
          Profit-Sharing Plan may from time to time designate as "valuation
          dates".


                                     ARTICLE III
                                     Participants


               Any salaried employee who is a participant in the Profit-
          Sharing Plan and/or in the Retirement Plan shall be a Participant
          in this Plan if the benefit payable to such Participant under the
          Profit-Sharing Plan or the Retirement Plan is limited as a result
          of restrictions imposed by Code provisions, including, without
          limitation, the limitations on contributions and benefits imposed
          by Section 415 of the Code, and the limitation on includible
          compensation under Section 401(a)(17) of the Code.


                                      ARTICLE IV
                                       Benefits


               4.1  Excess Profit-Sharing Account.

               A Participant's Excess Profit-Sharing Account shall be equal
          to the total amounts credited to such account as follows:

                    (a)  As of the last day of each Plan Year (commencing
               with the Plan Year ended February 29, 1976), each
               Participant's Excess Profit-Sharing Account shall be
               credited with an amount equal to the difference between (i)
               and (ii) (the "Excess Contributions") where (i) equals the
               contribution which would have been made to the Participant's
               Profit-Sharing Account for such Plan Year had the limitation
               imposed by Section 415 of the Code not been in effect, and
               had the amount of compensation used in calculating the
               contribution to the Participant's Profit-Sharing Account
               under the terms of the Profit-Sharing Plan not been
               curtailed by Section 401(a)(17) of the Code, and (ii) equals
               the actual contribution made to
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<PAGE>

               the Participant's Profit-Sharing Account as of the end of 
               such Plan Year; and
                    (b)  As of each Valuation Date, each Participant's
               Excess Profit-Sharing Account shall be credited or debited,
               as the case may be, with an amount equal to the income,
               dividend, expense, gain, loss or other appreciation or
               depreciation in value (the "Investment Credit") which would
               have been earned on the Participant's Excess Profit-Sharing
               Account as of such Valuation Date had such account been
               invested in such Funds and in such proportions in each Fund
               as elected by the Participant in accordance with
               subparagraph (c) hereof.
                    (c)  Each Participant may file a written election with
               the Committee prior to the last day of each Plan Year, in
               accordance with procedures established by the Committee, to
               have the Investment Credit allocable to his Excess
               Contributions for such Plan Year determined as if such
               Excess Contributions were invested in such Funds, and in
               such proportions in each Fund, as designated by the
               Participant.  A Participant's investment designation shall
               be applied to future Excess Contributions unless, prior to
               the end of any Plan Year for which Excess Contributions are
               credited to such Participant's Excess Profit-Sharing
               Account, the Participant files a new investment designation
               with respect to Excess Contributions for such Plan Year.  A
               Participant may change the investment designation as to
               existing amounts credited to his or her Excess Profit-
               Sharing Account on such dates and in accordance with such
               conditions as may be specified by the Committee.

                    If a Participant fails to file an investment
               designation with the Committee in accordance with this
               subparagraph (c), the election as to Fund investment filed
               by the Participant under the Profit-Sharing Plan shall be

               
               applied to his Excess Profit-Sharing Account, and any
               investment direction or transfer between Funds pursuant to a
               request which has been approved in accordance with the
               Profit-Sharing Plan shall be 


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<PAGE>         

               similarly applied to the Participant's Excess Profit-Sharing 
               Account.

               4.2  Excess Retirement Benefit
               A Participant's Excess Retirement Benefit shall be equal to
          the difference between (a) and (b) where
                    (a)  equals the benefit the Participant would have
               received under the Retirement Plan on a single life annuity
               basis (i) had the limitation imposed by Section 415 of the
               Code not been in effect, (ii) had the amount of compensation
               used in calculating the Participant's Retirement Plan
               Benefit under the terms of the Retirement Plan not been
               curtailed by Section 401(a)(17) of the Code, and (iii) in
               the case of Donald F. McCullough, had such Participant's
               Retirement Plan Benefit been computed without regard to any
               actuarial reduction by reason of his retirement prior to
               attaining age 65; and

                    (b)  equals the actual Retirement Plan Benefit on a
               single life annuity basis payable to the Participant.

               4.3  Vesting of Benefits
               A Participant shall become vested in his or her Excess
          Profit-Sharing Account and Excess Retirement Benefit in
          accordance with the same schedule and rules as are applicable in
          determining when he or she becomes vested in his or her Profit-
          Sharing Account or Retirement Plan Benefit, respectively.


                                      ARTICLE V

                                 Payment of Benefits


               5.1  Excess Profit Sharing Account
               A Participant's Excess Profit-Sharing Account shall be paid
          in the form of a lump-sum, at such time as the Participant would
          be entitled to receive a lump-sum payment under the Profit
          Sharing Plan.  Upon the death of a Participant, the balance in
          his Excess Profit Sharing Account shall be paid to his
          Beneficiary in a lump-

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          sum as soon as practicable, and in any event no later than one 
          year, after a Participant's death.

               5.2  Payment of Excess Retirement Benefit
               A Participant's Excess Retirement Benefit shall be paid
          under the same circumstances, in the same form and at the same
          time as such Participant's benefits under the Retirement Plan,
          and shall cease when benefits under the Retirement Plan cease,
          unless a Participant elects otherwise in accordance with this
          Article V.  For purposes of determining such circumstances, form
          and time, all relevant provisions of the Retirement Plan shall be
          applied hereunder, including, without limitation, the provisions
          that relate to payments to the Participant's Beneficiary under
          such plan.  A Participant may elect in writing prior to
          commencement of benefits under the Plan to receive payment of his
          or her Excess Retirement Benefit in an alternative form of
          benefit payment provided under the Retirement Plan, regardless of
          the form in which benefits under such plan are paid.


                                      ARTICLE VI

                              Administration of the Plan


               6.1  Committee
               The Committee shall be responsible for the management,
          operation and administration of the Plan and shall have such
          implied powers and duties as may be necessary to carry out the
          provisions of the Plan, including the power to delegate any of
          its administrative responsibilities hereunder as well as any
          powers and duties granted to the administrative committees under
          the Profit-Sharing Plan and the Retirement Plan.

               6.2  Benefit Determination
               The Committee shall rely on the records of the Company in
          determining the form in which and time at which benefits are
          being paid under the Profit-Sharing Plan and the Retirement Plan
          and, pursuant to Article V of this Plan, shall pay benefits under
          this Plan accordingly.

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<PAGE>

               6.3  Indemnification
               To the extent permitted by law, the Company shall indemnify
          the members of the Committee from all claims for liability, loss
          or damage (including payment of expenses in connection with
          defense against such claim) arising from any act or failure to
          act which constitutes a breach of such individual's fiduciary
          responsibilities under any applicable law.


                                     ARTICLE VII

                                    Miscellaneous


               7.1  Benefits Payable by Company
               All benefits payable under this Plan shall constitute an
          unfunded obligation of the Company.  Payments shall be made, as
          due, from the general funds of the Company.  The Company may, in
          its sole and absolute discretion, establish one or more accounts
          or funds to reflect its obligations under the Plan and may make
          such investments as it may deem desirable to assist it in meeting
          such obligations.  Any such accounts or funds shall be assets of
          the Company subject to claims of its general creditors.  No
          person eligible for a benefit under this Plan shall have any
          right, title or interest in any such investments.

               7.2  Inalienability of Benefits
               The right of any person to any benefit or payment under the
          Plan shall not be subject to voluntary or involuntary transfer,
          alienation or assignment, and, to the fullest extent permitted by
          law, shall not be subject to attachment, execution, garnishment,
          sequestration or other legal or equitable process.  In the event
          a person who is receiving or is entitled to receive benefits
          under the Plan attempts to assign, transfer or dispose of such
          right, or if an attempt is made to subject said right to such
          process, such assignment, transfer or disposition shall be null
          and void.

               7.3  Status of Employment
               Nothing herein contained shall be deemed (a) to give any
          Participant the right to be retained in the employ of the Company

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          or any affiliate, (b) to affect the right of the Company to
          discipline, including (but not limited to), the right to
          discharge, any Participant at any time, (c) to give the Company
          or any affiliate the right to require any Participant to remain
          in its employ, or (d) to affect any Participant's right to
          terminate his or her employment at any time.

               7.4  Payments to Minors and Incompetents

               If a Participant or Beneficiary entitled to receive any
          benefits hereunder is a minor or is deemed by the Committee or is
          adjudged to be legally incapable of giving valid receipt and
          discharge for such benefits, they will be paid to the duly
          appointed guardian of such minor or incompetent or to such other
          legally appointed person as the Committee may designate.  Such
          payment shall, to the extent made, be deemed a complete discharge
          of any liability for such payment under the Plan.

               7.5  Amendment or Termination
               (a)  The Company reserves the right to amend, modify,
          restate or terminate the Plan; provided, however, that no such
          action by the Company shall reduce a Participant's Excess Profit-
          Sharing Account or Excess Retirement Benefit accrued as of the
          time thereof.

               (b)  If the Plan is terminated, a determination shall be
          made of each Participant's Excess Profit-Sharing Account and
          Excess Retirement Benefit as of the Plan termination date.  The
          amount of such account or benefits shall be payable to the
          Participant or Beneficiary at the time it would have been payable
          under Article V if the Plan had not been terminated.  Until fully
          paid, the accrued and undistributed balance of a Participant's
          Excess Profit-Sharing Account shall be credited or debited, as
          the case may be, as of the last day of each Plan Year, with an
          amount equal to the income, dividend, expense, gain, loss or
          other appreciation or depreciation in value on such balance as if
          it had been invested in such Funds and in such proportions in
          each Fund as the Participant's Profit-Sharing Account for such
          Plan Year.  No interest shall be credited on an Excess Retirement
          Benefit.

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               7.6  Governing Law
               Except to the extent Pre-empted by federal law, the
          provisions of the Plan will be construed according to the laws of
          the State of New York.

               IN WITNESS WHEREOF, Collins & Aikman Corporation has caused
          this amended and restated Plan to be executed effective as of
          November 7, 1986.


                                             COLLINS & AIKMAN CORPORATION


                                             By:/s/ Alfred S. Crimmins     
                                                President
          ATTEST:

          /s/ Charles H. Scherer  
          Secretary
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