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                                                                   Exhibit (10r)
                             SECOND AMENDMENT TO THE
                               RUSSELL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      THIS SECOND AMENDMENT to the Russell Corporation Supplemental Executive
Retirement Plan (the "Plan") is made on this 10th day of February, 2005, by the
Administrative Committee.

                                   WITNESSETH:

      WHEREAS, Russell Corporation (the "Company") maintains the Plan for the
benefit of designated key management employees; and

      WHEREAS, the Company desires to amend the Plan to add a lump-sum optional
form of benefit for participants who separate from service with the Company
after attaining age 62; and

      WHEREAS, Section 11.1 of the Plan provides that the Administrative
Committee has the right to amend the Plan at any time;

      NOW, THEREFORE, effective as of March 1, 2005, the Plan hereby is amended
as follows:

      1. Section 1.2 of the Plan is hereby amended by deleting said section in
its entirety and by substituting in lieu thereof the following:

      1.2 Actuarial Equivalent or Actuarially Equivalent has the meaning set
forth in the Pension Plan; provided, however, for purposes of calculating the
value of a lump-sum payment, the Actuarial Equivalent shall be determined using
the assumed interest rate equal to the most recent discount rate applicable for
the Controlling Company's U.S. GAAP reporting of pension obligations at the time
of payment (i.e., the FAS 132 discount rate) and the mortality rate assumption
based upon the GAR 1994 Unisex Mortality Table.

      2. A new Section 1.8B is added to the Plan to read as follows:

            1.8B Cause means (i) a Participant's conviction of a felony or other
      crime involving fraud, dishonesty or moral turpitude; (ii) a Participant's
      willful or reckless material misconduct in the performance of the
      Participant's duties; or (iii) a Participant's habitual neglect of duties;
      provided, for purposes of clauses (ii) and (iii), "Cause" shall not
      include any one or more of the following: bad judgment, negligence or any
      act or omission believed by the Participant in good faith to have been in
      or not opposed to the interest of the Controlling Company or its
      Affiliates (without intent of the Participant to gain, directly or
      indirectly, a profit to which the Participant was not legally entitled). A
      Participant who agrees to resign his affiliation with the Company or an
      Affiliate in lieu of being

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      terminated for Cause may be deemed to have been terminated for Cause for
      purposes of the Plan.

      3. A new Section 1.26B is added to the Plan to read as follows:

            1.26B Key Employee has that meaning set forth in Code Section 409A
      (which incorporates Code Section 416(i)).

      4. Section 2.3 of the Plan is hereby amended by deleting said section in
its entirety and by substituting in lieu thereof the following:

            2.3 [Reserved]

      5. Section 3.2 of the Plan is hereby amended by deleting said section in
its entirety and by substituting in lieu thereof the following:

            3.2 [Reserved]

      6. Section 5.6 of the Plan is hereby amended by deleting said section in
its entirety and by substituting in lieu thereof the following:

            5.6 Timing of Payment.

                  Payment of a Participant's Retirement Benefit generally shall
      commence or be made at the time of the Participant's Termination of
      Employment, unless the Participant elects to receive his Retirement
      Benefit at a later date in accordance with the following terms:

                  (a) Benefit Commencement Date Election. A Participant may
      elect, on or before December 31, 2005 or at the time he first becomes
      eligible to participate in the Plan, to have his vested Retirement Benefit
      paid (or commenced) as of any date specified in such election (but not
      earlier than his Termination of Employment). If a Participant does not
      make an election hereunder, he shall be deemed to have elected to receive
      or begin receiving his Retirement Benefit as of his Termination of
      Employment.

                  (b) Modifications of Benefit Commencement Date. With respect
      to any initially scheduled benefit commencement date (as determined in
      accordance with subsections (a) hereof), a Participant who has not yet
      reached such initially scheduled benefit commencement date may elect, at
      least 1 year before such date, to delay the payment (or commencement) of
      his Retirement Benefit payable on such date to a later date, and such
      Retirement Benefit shall be paid (or commenced) as soon as
      administratively feasible after such delayed date; provided, any election
      to delay payment will be effective only if the Participant elects a
      rescheduled benefit commencement date that is no earlier than the fifth
      anniversary of the initially scheduled benefit commencement date. A
      Participant

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      may make no more than 1 election to delay his scheduled benefit
      commencement date, subject to the timing restrictions set forth above.

                  (c) Distributions to Key Employees. If a Participant is a Key
      Employee and his Retirement Balance is payable as a result of his
      Termination of Employment, his Retirement Benefit shall not be paid (or
      commence to be paid) before the date which is 6 months after his
      Termination of Employment or such earlier time as may be permitted under
      applicable law.

      7. Section 5.7 of the Plan is hereby amended by deleting said Section 5.7
in its entirety and by substituting in lieu thereof the following:

            5.7 Form of Benefit.

            (a) Normal Form of Benefit. Unless the Participant otherwise elects
      hereunder, if the Participant has a Termination of Employment on or after
      attaining age 62, his Retirement Benefit shall be payable in a single
      lump-sum payment. Unless the Participant otherwise elects hereunder, if
      the Participant has a Termination of Employment before attaining age 62,
      his Retirement Benefit shall be paid in the form of a Single Life Annuity
      payable upon his Termination of Employment until he attains age 62, at
      which time the Actuarial Equivalent value of the remaining annuity
      payments will be paid to him in a single lump-sum payment.

            (b) Optional Forms of Benefit. A Participant may elect, by
      furnishing the Administrative Committee with written notification of such
      election by the later of (i) the date he first becomes eligible to
      participate in the Plan, or (ii) December 31, 2005, to receive his
      Retirement Benefit in any form of payment then available under the Pension
      Plan.

            (c) Level Income Option. In addition to the forms of payment
      available under the Pension Plan, a Participant may elect a level income
      option, by furnishing the Administrative Committee with written
      notification of such election by the later of (i) the date he first
      becomes eligible to participate in the Plan, or (ii) December 31, 2005, to
      receive payment of his Retirement Benefit in the form of an adjusted
      annuity of equivalent Actuarial Value payable in a greater amount before
      such Participant is eligible to first receive benefits under the Pension
      Plan and/or the Excess Plan, so that the total income, including the sum
      of the benefits payable under (i) this Plan, (ii) the Pension Plan, and
      (iii) the Excess Plan to which the Participant shall be entitled are as
      nearly uniform as possible both before and after first becoming eligible
      for benefits under the Pension Plan and/or the Excess Plan.

            (d) Termination for Cause. Notwithstanding anything herein to the
      contrary, if a Participant has a Termination of Employment due to Cause,
      his Retirement Benefit will be payable in the form of a Single Life
      Annuity.

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            (e) Termination Following a Change in Control, Disability, or Death.
      Notwithstanding anything herein to the contrary, if a Participant has a
      Termination of Employment within [time period to be determined by
      Authorized Officer] a Change in Control, after becoming Disabled, or as a
      result of death, his Retirement Benefit shall be payable in the form of a
      single lump-sum payment.

            (f) Cash Payments. All benefit payments hereunder shall be made in
      cash.

            (g) Calculation of Benefit. The amount of any Retirement Benefit
      paid in a form of benefit other than a Single Life Annuity shall be
      Actuarially Equivalent to the Participant's Retirement Benefit expressed
      in the form of a Single Life Annuity.

      8. Except as specified herein, the Plan shall remain in full force and
effect.

      IN WITNESS WHEREOF, the Administrative Committee has caused a duly
authorized officer of the Company to execute this Amendment on the date first
written above.

                              RUSSELL CORPORATION

                              By:________________________________________
                                 Floyd G. Hoffman

                                 Senior Vice President, Corporate Development,
                                 General Counsel and Secretary

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