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                                                                  EXHIBIT 10.75


                             THIRD AMENDMENT TO THE
                             WESTPOINT STEVENS INC.
                          SUPPLEMENTAL RETIREMENT PLAN


         THIS THIRD Retirement Plan (the "Plan") is made the 14th day of
December, 2001, by WestPoint Stevens Inc. (the "Company").

                                  WITNESSETH:

         WHEREAS, the Company maintains the Plan to provide supplemental
retirement benefits to a select group of management or highly compensated
employees of the Company; and

         WHEREAS, on February 13, 2001, the Board of Directors by resolution
acted to freeze benefit accruals under the Plan effective for periods after such
date; and

         WHEREAS, Section 7.1 of the Plan provides that the Company has the
right to amend the Plan at any time and from time to time in any fashion,
subject to the limitations stated therein; and

         WHEREAS, the Company now desires to amend the Plan to (i) reflect the
freeze of benefit accruals effective for periods after February 13, 2001, and
(ii) provide for an alternative benefit to be valued by and paid in the form of
the common stock of the Company:

         NOW, THEREFORE, the Plan is amended as follows:

         1.       Section 4.1 of the Plan is amended by adding a new subsection
(d) to read as follows:

                           (d)      Notwithstanding subsection (a)(1)
                  or anything in the Plan to the contrary, no
                  Participant shall accrue any additional benefit
                  under the Plan on or after February 13, 2001;
                  provided, however, that no Participant's Accrued
                  Benefit determined as of February 13, 2001 shall be
                  reduced.

         2.       A new Section 4.8 is added to read as follows:

                  4.8      Alternative Benefit.

                           (a)      Between December 12 and December
                  31, 2001, a Participant who is actively employed by
                  the Company may make a one-time irrevocable election
                  to waive entitlement to his benefit under Section
                  4.1 or Section 4.4 and receive in lieu thereof a
                  benefit under this Section 4.8 which shall be
                  denominated in stock units ("Stock Units"), each
                  having a value equal to the Fair Market Value (as
                  defined below) of one share of the Company's $.01
                  par value common stock ("Common Stock").
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                                                                  EXHIBIT 10.___


                           (b)      A Participant who elects to
                  receive a benefit under this Section 4.8 shall be
                  credited with the number of Stock Units equal to the
                  quotient of (x) the present value of the
                  Participant's Accrued Benefit determined under
                  Section 4.1 as of February 13, 2001, divided by (y)
                  the Fair Market Value of a share of Common Stock on
                  the date the Participant submits his election to the
                  Company. Such number of Stock Units shall be
                  adjusted from time to time for stock splits, cash
                  dividends and similar events affecting the Common
                  Stock solely to the extent necessary to prevent a
                  diminution in the value of such Stock Units. For
                  purposes of this Section 4.8, the Fair Market Value
                  of the Common Stock as of any date shall mean the
                  average of the highest and lowest sales prices of
                  the Common Stock on the New York Stock Exchange or
                  on the national securities exchange on which the
                  Common Stock is then listed. If no sales occurred on
                  such date, the Fair Market Value shall be determined
                  as of the closest preceding date on which sales
                  occurred.

                           (c)      Upon a Participant's Termination
                  of Employment for any reason other than death, the
                  Participant shall be entitled to receive a number of
                  whole shares of Company Stock equal to the number of
                  Stock Units then credited to the Participant under
                  subsection (b); provided, however, that if such
                  Termination of Employment occurs prior to age 60,
                  the Participant shall be entitled only to receive
                  the number of whole shares of Common Stock
                  representing the Participant's Vested Accrued
                  Benefit, determined in a manner consistent with
                  subsection (b).

                           (d)      The number of shares of Common
                  Stock determined under subsection (c) shall be
                  delivered to the Participant as soon as
                  administratively practicable after the date of the
                  Participant's Termination of Employment, unless the
                  Participant has elected, at least one year in
                  advance of such date, to receive a distribution in
                  the form of installments over a period not exceeding
                  ten (10) years. If a Participant elects to receive a
                  distribution in the form of installments, the number
                  of Stock Units with respect to which the Participant
                  has not yet received a distribution as of any date
                  shall continue to be adjusted in the manner
                  described in subsection (b).

                           (e)      If a Participant dies while
                  employed by the Company or a subsidiary or affiliate
                  of the Company, his surviving Spouse (if any) shall
                  be entitled to receive the number of whole shares of
                  Company Stock equal to the number of Stock Units
                  credited to the Participant under subsection (b) on
                  the date of the Participant's death. Such shares
                  shall be delivered to the surviving Spouse as soon
                  as


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                                                                  EXHIBIT 10.___


                  administratively practicable after the date of the
                  Participant's death.

                           (f)      If a Participant dies after his
                  Termination of Employment but not prior to the
                  receipt of his entire benefit determined under
                  subsection (c), his Beneficiary designated under
                  Section 4.5 shall be entitled to receive the number
                  of shares of Company Stock to which the Participant
                  was entitled upon his Termination of Employment.
                  Such shares (including the balance of any unpaid
                  installment distributions) shall be delivered to
                  such Beneficiary as soon as administratively
                  practicable after the date of the Participant's
                  death.

                           (g)      All benefits under this Section
                  4.8 in excess of the Participant's Vested Accrued
                  Benefit shall be forfeited in the event the
                  Committee, in its sole discretion, determines that
                  the Participant competes with the Company during the
                  one year period following Termination of Employment;
                  provided, however, that the Committee shall provide
                  the Participant written notice of any such
                  determination within thirty (30) days following such
                  determination.

                           (h)      The Committee may provide that any
                  employment tax withholding required upon a
                  distribution of shares pursuant to this Section 4.8
                  may be satisfied through the withholding of shares
                  of Common Stock having a Fair Market Value equal to
                  the amount of such required withholding.

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

         IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Amendment effective on the date first written above.

                                    WESTPOINT STEVENS INC.



                                    By: /s/ Lester Dupuy Sears
                                        ---------------------------------------

                                    Title: Vice President
                                           ------------------------------------


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