AMENDMENT
                                      TO
                           1999 STOCK OPTION PLAN OF
                              GALEY & LORD, INC.

          AMENDMENT (this "Amendment") to the 1999 Stock Option Plan of Galey &
Lord, Inc. (the "Plan"). Capitalized terms used herein but not defined herein
shall have the meanings ascribed thereto in the Plan.

          WHEREAS, the Board of Directors of Galey & Lord, Inc., a Delaware
Corporation (the "Corporation"), previously adopted the Plan which was approved
by the stockholders of the Corporation;

          WHEREAS, the Board of Directors of the Corporation adopted certain
amendments to the Plan, subject to the approval of the stockholders of the
Corporation;

          WHEREAS, the stockholders of the Corporation approved the amendments
to the Plan set forth hereinbelow at the annual meeting of stockholders of the
Corporation held on February 13, 2001; and

          WHEREAS, all terms and conditions of the Plan, other than as
specifically amended in this Amendment, shall remain in full force and effect.

          NOW THEREFORE, the Plan has been amended as follows:

          1.  Section 4 of the Plan is amended by deleting the first sentence in
its entirety and inserting the following sentence in its place:

     "The aggregate number of Shares in respect to which Options may be granted
     under the Plan is 1,300,000 Shares, subject to adjustment in accordance
     with Section 11 hereof."

          2.  Section 5 of the Plan is amended by deleting the third sentence in
its entirety and inserting the following sentence in its place:

     "No Optionee who is an executive officer of the Corporation shall, during
     any period of three fiscal years of the Corporation, be granted Options to
     purchase more than an aggregate of 600,000 Shares."

          IN WITNESS WHEREOF, the Secretary of the Corporation has executed this
Amendment and certifies that the amendment to the Plan set forth above
accurately reflects the amendment to the Plan adopted by the Board of Directors
of the Corporation and approved by the stockholders of the Corporation.


                              /s/ Leonard F. Ferro
                              ------------------------------
                              Leonard F. Ferro
                              Secretary