EXHIBIT 10.83



THIRD AMENDMENT

TO THE

GALEY & LORD RETIREMENT SAVINGS PLAN (401(k))



WHEREAS, Galey & Lord, Inc. (the
Company) maintains The Galey & Lord Retirement Savings Plan (401(k)), most recently amended and restated as of January 1, 2000 (the Plan).



WHEREAS, the Employer is obligated to amend the Plan in accordance with the Community Renewal Tax
Relief Act of 2000; and



WHEREAS, the
Company wishes to amend the Plan in accordance with the Model Amendment as set forth in Revenue Procedure 2002-29.



NOW, THEREFORE, the Plan is amended as follows:



I. The Plan is hereby amended by adding Addendum A (as attached hereto) immediately following the last
page of the Plan.



II. The definition of
Compensation in Section 1.7 is amended by adding following sentence to the definition to read as follows:



Effective for Plan Years beginning after December 31, 2000, Compensation, as defined above, and for purposes of Code Section
415 limits on Plan benefits and contributions, shall also include any amount which is contributed by the Employer pursuant to a salary reduction agreement and which is not included in gross income of the Employee under Section 132(f) of the Code.



III.Effective for limitation years
ending after December 31, 2001, the last sentence of Section 7.3 of the Plan is amended in its entirety to read as follows:



The definition of eligible retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former
spouse who is the alternate payee under a qualified domestic relation order, as defined in Code §414(p).



IV. Unless otherwise amended herein, the provisions of the Plan are hereby ratified and confirmed.



THIS AMENDMENT IS EXECUTED this 12th day of December,
2002.



GALEY & LORD, INC.By:

/s/    Leonard F. Ferro




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ADDENDUM A

MINIMUM REQUIRED DISTRIBUTIONS



(Model Amendment as set forth in Revenue Procedure 2002-29)



Section 1. General Rules



1.1. Effective Date. The provisions of this Addendum will apply for purposes
of determining required minimum distributions for calendar years beginning with the 2003 calendar year.



1.2. Precedence. The requirements of this Addendum will take precedence over any inconsistent provisions of the Plan.



1.3. Requirements of Treasury Regulations Incorporated. All distributions required under this Addendum will be determined and
made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.



1.4. TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Addendum, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity
and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.]



Section 2. Time and Manner of Distribution.



2.1. Required Beginning Date. The Participants entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participants required beginning
date.



2.2. Death of Participant Before Distributions
Begin. If the Participant dies before distributions begin, the Participants entire interest will be distributed, or begin to be distributed, no later than as follows:



(a) If the Participants surviving spouse is the Participants sole designated
beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have
attained age 701⁄2, if later.



(b) If the Participants surviving spouse is not the Participants sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the
calendar year in which the Participant died.



(c) If there is no designated beneficiary as of September 30 of the year following the year of the Participants death, the Participants entire interest will be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participants death.



(d) If the Participants surviving spouse is the Participants sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section
2.2, other than subsection (a), will apply as if the surviving spouse were the Participant.



For purposes of this section 2.2 and section 4, unless section 2.2(d) applies, distributions are considered to begin on the Participants required beginning date. If section 2.2(d) applies,
distributions are considered to begin on the date distributions are required to begin to the surviving spouse under section 2.2(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the



Addendum A  Page 1 of 4 (PN014)



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Participant before the
Participants required beginning date (or to the Participants surviving spouse before the date distributions are required to begin to the surviving spouse under section 2.2(a)), the date distributions are considered to begin is the date
distributions actually commence.



2.3. Forms of Distribution.
Unless the Participants interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year, distributions will be made
in accordance with Sections 3 and 4 of this Addendum. If the Participants interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of
section 401(a)(9) of the Code and the Treasury regulations.



Section 3. Required Minimum Distributions During Participants Lifetime.



3.1. Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participants lifetime, the minimum amount that will be distributed for each distribution calendar year
is the lesser of:



(a) the
quotient obtained by dividing the Participants account balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participants age as of the
Participants birthday in the distribution calendar year; or



(b) if the Participants sole designated beneficiary for the distribution calendar year is the Participants spouse, the quotient obtained by dividing the Participants account balance
by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participants and spouses attained ages as of the Participants and spouses birthdays in the
distribution calendar year.



3.2. Lifetime Required Minimum
Distributions Continue Through Year of Participants Death. Required minimum distributions will be determined under this Section 3 beginning with the first distribution calendar year and up to and including the distribution calendar year that
includes the Participants date of death.



Section 4.
Required Minimum Distributions After Participants Death.



4.1. Death On or After Date Distributions Begin.



(a) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participants death is the quotient obtained by dividing the Participants account balance by the longer of the remaining life expectancy of the Participant or the remaining life
expectancy of the Participants designated beneficiary, determined as follows:



(1) The Participants remaining life expectancy is calculated using the age of the Participant in the year of death,
reduced by one for each subsequent year.



(2) If the Participants surviving spouse is the Participants sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the
Participants death using the surviving spouses age as of the spouses birthday in that year. For distribution calendar years after the year of the surviving spouses death, the remaining life expectancy of the surviving



Addendum A  Page 2 of 4 (PN014)



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spouse is
calculated using the age of the surviving spouse as of the spouses birthday in the calendar year of the spouses death, reduced by one for each subsequent calendar year.



(3) If the Participants surviving spouse is not the Participants sole designated
beneficiary, the designated beneficiarys remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participants death, reduced by one for each subsequent year.



(b) No Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participants death, the minimum amount that will be distributed for each distribution
calendar year after the year of the Participants death is the quotient obtained by dividing the Participants account balance by the Participants remaining life expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.



4.2. Death
Before Date Distributions Begin.



(a) Participant Survived by Designated Beneficiary. Except as provided in the adoption agreement, if the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be
distributed for each distribution calendar year after the year of the Participants death is the quotient obtained by dividing the Participants account balance by the remaining life expectancy of the Participants designated
beneficiary, determined as provided in section 4.1.



(b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participants death,
distribution of the Participants entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participants death.



(c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin.
If the Participant dies before the date distributions begin, the Participants surviving spouse is the Participants sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving
spouse under section 2.2(a), this section 4.2 will apply as if the surviving spouse were the Participant.



Section 5. Definitions.



5.1. Designated beneficiary. The individual who is designated as the beneficiary under Section 1.4 of the Plan and is the designated beneficiary under Section 401a)(9) of the and Section 1.401(a)(9)-1, Q&A-4, of the Treasury
regulations.



5.2. Distribution calendar year. A calendar year
for which a minimum distribution is required. For distributions beginning before the Participants death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participants
required beginning date. For distributions beginning after the Participants death, the first distribution calendar year is the calendar year in which distributions are required to begin under section 2.2. The required minimum distribution for
the Participants first distribution calendar year will be made on or before the Participants required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participants required beginning date occurs, will be made on or before December 31 of that distribution calendar year.



Addendum A  Page 3 of 4 (PN014)



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5.3. Life expectancy. Life
expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.



5.4. Participants account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased
by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the
valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation
calendar year.



5.5. Required beginning date. A
Participants required beginning date means the following:



(a) for a Participant who is not a five percent owner, April 1 of the calendar year following the calendar year in which occurs the later of the Participants (i) attainment of age
701⁄2 or (ii) the date on which the Participant actually retires.



(b) for a Participant who is a five percent owner, April 1 of the calendar year following the calendar year in which the Participant attains age 701⁄2.



A Participant is a five percent owner if he is a five percent
owner, as defined in Code Section 416(i) and determined in accordance with Code Section 416, but without regard to whether the Plan is top-heavy, for the Plan Year ending with or within the calendar year in which the Participant attains age 701⁄2
.. The Required Beginning Date of a Participant who is a five percent owner hereunder shall not be redetermined if the Participant ceases to be a five percent owner as defined in Code Section 416(i) with respect to any subsequent Plan
Year.



Section 6. Elections.



6.1. Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.
Participants or beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in Sections 2.2 and 4.2 of this Addendum A applies to distributions after the death of a Participant who has a designated beneficiary.
The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 2.2 of this Addendum A, or by September 30 of the calendar year which contains the fifth
anniversary of the Participants (or, if applicable, surviving spouses) death. If neither the Participant nor beneficiary makes an election under this paragraph, distributions will be made in accordance with Sections 2.2 and 4.2 of this
Addendum A. The 5-year rule provides that the Participants entire interest will be distributed to the designated beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participants death.



6.2. Election to Allow Designated Beneficiary Receiving Distributions Under
5-Year Rule to Elect Life Expectancy Distributions. A designated beneficiary who is receiving payments under the 5-year rule may make a new election to receive payments under the life expectancy rule until December 31, 2003, provided that all
amounts that would have been required to be distributed under the life expectancy rule for all distribution calendar years before 2004 are distributed by the earlier of December 31, 2003 or the end of the 5-year period.



Addendum A  Page 4 of 4 (PN014)