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FIRST AMENDMENT TO AMENDED AND RESTATED
SPRINGS INDUSTRIES, INC.
1991 INCENTIVE STOCK PLAN
1. Section 2(e) is amended effective November 1, 1996, by deleting the
reference to "Disinterested Person" and substituting in lieu thereof
"Non-Employee Director."
2. Section 2(i) is amended effective November 1, 1996, by deleting
Section 2(i) in its entirety and substituting in lieu thereof the following new
Section 2(i):
"(i) 'Non-Employee Director' shall have the meaning set forth
in Rule 16b-3(b)(3), promulgated under the Act, or any
successor definition promulgated by the Securities and
Exchange Commission under the Act."
3. Section 7(e) is amended effective November 1, 1996, by deleting
Section 7(e) in its entirety and substituting in lieu thereof the following new
Section 7(e):
"(e) Transferability. Except as otherwise provided in this
Section 7(e), no Stock Option shall be transferable by the
optionee other than by will or by the laws of descent and
distribution, and all Stock Options shall be exercisable,
during the optionee's lifetime, only by the optionee or the
guardian or legal representative of the optionee. The
Committee may, in its discretion, authorize all or a portion
of Non-Qualified Stock Options to be granted to an optionee to
be on terms which permit transfer by such optionee to (i) the
spouse, parents, children, grandchildren, stepchildren,
stepgrandchildren, siblings, mothers- and fathers-in law,
sons- and daughters-in-law, or brothers- and sisters-in-law,
including relationships arising from legal adoption, of the
optionee ("Immediate Family Members"), or (ii) a trust or
trusts for the exclusive benefit of such Immediate Family
Members; provided that (x) there may be no payment of
consideration for any such transfer, (y) the stock option
agreement pursuant to which such options are granted must be
approved by the Committee and must expressly provide for
transferability in a manner consistent with this Section, and
(z) subsequent transfer of transferred options shall be
prohibited other than by will or the laws of descent and
distribution. The Committee may also amend outstanding
Non-Qualified Stock Options to provide for such
transferability. A transfer of a Non-Qualified Option pursuant
to this Section may only be effected by the Company at the
written request of an optionee and shall become effective only
when recorded in the Company's record of outstanding
Non-Qualified Options. In the event a Non-Qualified Option is
transferred as contemplated hereby, such Non-Qualified Option
will continue to be governed by and
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subject to the terms of this Plan and the relevant grant, and
the transferee shall be entitled to the same rights as the
optionee thereunder, as if no transfer had taken place"
4. Section 7(j) is amended effective November 1, 1996, by deleting the
last sentence of Section 7(j) in its entirety and substituting in lieu thereof
the following new sentence:
"In the case of any such settlements of Non-Qualified Stock
Options held by optionees who are actually or potentially
subject to Section 16(b) of the Act, the Committee may
determine Fair Market Value under the pricing rule set forth
in Section 8(e) below."
5. Section 15(ii) is deleted in its entirety effective November 1,
1996.
6. Section 15(iv) is amended effective November 1, 1996, by deleting
such section in its entirety and substituting in lieu thereof the following
Section 15(iv):
"(iv) If a recipient is subject to Section 16 of the Act, or
any successor law, such person must make any Stock Surrender
Withholding Election more than six months after the date of
grant of the Award with respect to which such election is made
(except whenever such election is made by a disabled recipient
or the estate or personal representative of a deceased
recipient)."
7. Sections 15(iii), 15(iv), 15(v), and 15(vi) are renumbered effective
November 1, 1996, as 15(ii), 15(iii), 15(iv), and 15(v), respectively.
IN WITNESS WHEREOF, this Amendment has been executed pursuant
to resolutions adopted by the Board of Directors of the Company on October 20,
1996.
SPRINGS INDUSTRIES, INC.
By: /s/J. Spratt White
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J. Spratt White
Senior Vice President-Human Resources
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