<PAGE>   1

                                                                     EXHIBIT 99



                       PROXY STATEMENT FOR APRIL 21, 1999

                          ANNUAL SHAREHOLDERS' MEETING




















                                     IV-14
<PAGE>   2
                               (RUSSELL(R) LOGO)


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                               RUSSELL CORPORATION

To the Shareholders of Russell Corporation:

       Notice is hereby given that the Annual Meeting of the Shareholders (the
"Annual Meeting") of Russell Corporation (the "Company") will be held on
Wednesday, April 21, 1999, at 11:00 a.m., Central Daylight Time, at the general
offices of the Company, 755 Lee Street, Alexander City, Alabama, for the
following purposes:

       (1)    To elect two directors to the Board of Directors for three year
              terms ending with the Annual Meeting of Shareholders in 2001 and
              two directors to the Board of Directors to fill unexpired terms
              ending with the Annual Meeting of Shareholders in 2000; and

       (2)    To transact such other business as may properly come before the
              meeting.

       Holders of the common stock of the Company at the close of business on
March 3, 1999, are entitled to notice of and to vote upon all matters at the
Annual Meeting or at any adjournment thereof.

       You are cordially invited to attend the Annual Meeting so that we may
have the opportunity to meet with you and discuss the affairs of the Company.
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY SO THAT THE COMPANY MAY BE ASSURED OF THE PRESENCE OF A QUORUM AT
THE ANNUAL MEETING. A stamped, addressed envelope is enclosed for your
convenience in returning your proxy.

                                          BY ORDER OF THE BOARD OF DIRECTORS

                                                  FLOYD G. HOFFMAN
                                                Senior Vice President,
                                            General Counsel and Secretary

Alexander City, Alabama
March 18, 1999

<PAGE>   3

                               RUSSELL CORPORATION

                    PROXY STATEMENT FOR THE ANNUAL MEETING OF
                     SHAREHOLDERS TO BE HELD APRIL 21, 1999

       This Proxy Statement is furnished by and the accompanying proxy is
solicited on behalf of the Board of Directors of Russell Corporation, an Alabama
corporation (the "Company"), for use at its Annual Meeting of Shareholders to be
held at the general offices of the Company in Alexander City, Alabama, on
Wednesday, April 21, 1999, at 11:00 a.m., Central Daylight Time, and at any
adjournment thereof (the "Annual Meeting"). The Proxy Statement and accompanying
proxy will initially be mailed to shareholders on or about March 18, 1999.

       Shares represented by a properly executed proxy in the accompanying form
will be voted at the meeting and, when instructions have been given by the
shareholder, will be voted in accordance with those instructions. In the absence
of contrary instructions, the proxies received by the Board of Directors will be
voted FOR the election of all nominees for director of the Company. A
shareholder who has given a proxy may revoke it at any time prior to its
exercise by giving written notice of such revocation to the Secretary of the
Company, by executing and delivering to the Company a later dated proxy
reflecting contrary instructions or by appearing at the Annual Meeting and
taking appropriate steps to vote in person.

                              ELECTION OF DIRECTORS

       The Bylaws of the Company ("Bylaws") provide for a Board of Directors of
not less than nine nor more than 15 members. In addition, the Bylaws also
provide that the Board of Directors shall set the number of directors within the
specified limitations by resolution adopted by a majority of the entire Board of
Directors and that the Board will be divided into three classes, as nearly equal
in number as possible, each of which will serve for three years. On February 28,
1996, a majority of the Board of Directors adopted a resolution which
established the size of the Board of Directors at ten members, effective April
24, 1996. It is proposed to elect two directors to serve until the Annual
Meeting of Shareholders in 2002 and two directors to fill unexpired terms ending
with the Annual Meeting of Shareholders in 2000, to serve in each case until
their successors have been duly elected and qualified. Proxies cannot be voted
for more than two persons for the terms ending in 2002 and for more than two
persons for the terms ending in 2000. It is intended that shares represented by
the Board of Directors' proxies will be voted for the election of the following
four persons to serve in each case for the terms indicated:

NOMINEES TO SERVE UNTIL ANNUAL MEETING OF SHAREHOLDERS IN 2002:

<TABLE>
<CAPTION>
                                   Year First                    Shares
    Name, Age and               Elected Director              Beneficially
 Principal Occupation               of the                     Owned as of           Percent
     of Nominee                     Company                   March 3, 1999          of Class
     ----------                     -------                   -------------          --------

<S>                             <C>                           <C>                    <C>
Herschel M. Bloom (55)                1986                         7,355                 *
Partner,
King & Spalding
Atlanta, Georgia
attorneys

Ronald G. Bruno (47)                  1992                        11,899                 *
President,
Bruno Capital
Management Corporation
Birmingham, Alabama
an investment company
</TABLE>

                                      - 1 -
<PAGE>   4

NOMINEES TO FILL UNEXPIRED TERMS ENDING WITH ANNUAL MEETING OF SHAREHOLDERS IN
2000:

<TABLE>
<CAPTION>
                                   Year First                    Shares
    Name, Age and               Elected Director              Beneficially
 Principal Occupation               of the                     Owned as of           Percent
     of Nominee                     Company                   March 3, 1999          of Class
     ----------                     -------                   -------------          --------

<S>                             <C>                           <C>                    <C>

John F. Ward (55)                     1998                     955,153(1)(2)            2.74
Chairman, President and Chief
Executive Officer of 
the Company

Eric N. Hoyle (51)                    1998                     612,960(2)               1.76
Executive Vice President and
Chief Financial Officer
of the Company
</TABLE>

EACH OF THE DIRECTORS NAMED BELOW WILL CONTINUE IN OFFICE AFTER THE ANNUAL
MEETING UNTIL HIS OR HER TERM EXPIRES AS INDICATED:

<TABLE>
<CAPTION>
                                 Annual Meeting      Year First       Shares
                                   at Which       Elected Director Beneficially
   Name, Age and                     Term             of the        Owned as of       Percent
Principal Occupation                Expires           Company      March 3, 1999      of Class
--------------------                -------           -------      -------------      --------
<S>                              <C>              <C>              <C>                <C>       
Benjamin Russell (61)                 2000              1963        5,896,501(3)        16.93
Chairman and
Chief Executive Officer,
Russell Lands, Incorporated
Alexander City, Alabama
a land and timber company

Margaret M. Porter (48)               2000              1997            2,053             *
Civic Volunteer
Birmingham, Alabama

C.V. Nalley III (56)                  2001              1989            2,185             *
Chief Executive Officer,
The Nalley Companies
Atlanta, Georgia
automobile and truck sales
and leasing companies

John R. Thomas (62)                   2001              1966          599,228(4)         1.72
Chairman, President and
Chief Executive Officer,
Aliant Financial Corporation
Alexander City, Alabama
a bank holding company

John A. White (59)                    2001              1992            3,054             *
Chancellor,
University of Arkansas
Fayetteville, Arkansas

Tim Lewis (43)                        2001              1995              534             *
President,
T.A. Lewis & Associates, Inc.
Birmingham, Alabama
telecommunications consultants
</TABLE>

(*)Represents less than one percent (1%).

                                      - 2 -

<PAGE>   5
(1)    The shares of the Company's Common Stock owned by Mr. Ward include
       282,066 which may be acquired by him pursuant to options granted under
       the Company's existing stock option plans described below, which options
       may be exercised within sixty days of March 3, 1999. See also "Security
       Ownership of Management" on page 14.

(2)    Messrs. Ward and Hoyle are two of the trustees of the Company's pension
       plan, which owns 600,960 shares of the Company's Common Stock. As such
       trustees, they have the right to vote such shares. These shares are
       included in the shares shown as beneficially owned by each of such
       persons. However, Messrs. Ward and Hoyle disclaim any beneficial
       ownership as to all of such shares.

(3)    Includes (i) 731,296 shares held by the Benjamin and Roberta Russell
       Foundation, Incorporated, a charitable corporation of which Mr. Russell
       is one of nine directors, (ii) 3,945,024 shares held by a trust created
       under the will of Benjamin C. Russell, of which Mr. Russell is one of
       four trustees, (iii) 225,000 shares held by the Adelia Russell Charitable
       Foundation, of which Mr. Russell is one of three trustees, and (iv) 4,000
       shares held by Colley's Point, Inc. Profit Sharing Plan, of which Mr.
       Russell is one of two trustees.

(4)    Includes (i) 112,607 shares owned directly or indirectly, (ii) 32,372
       shares held by the Finis Morgan Family Trust, of which Mr. Thomas is one
       of three trustees, and (iii) 454,249 shares owned indirectly by Mr.
       Thomas as a general and limited partner in two limited partnerships. See
       also "Security Ownership of Management" on page 14.

       With the exceptions of John F. Ward, Eric N. Hoyle, Tim Lewis and
Margaret M. Porter, each of the above named persons has been a director of the
Company for at least the last five years. Except as noted in the remainder of
this paragraph, each of the above named persons has held the same or comparable
positions with the indicated entities for at least the last five years.

       Mr. Ward was elected President and Chief Executive Officer of the Company
effective April 1, 1998, and Chairman of the Board effective April 22, 1998. In
accordance with the Bylaws, Mr. Ward was elected by the Board of Directors to
serve as a director of the Company until the Annual Meeting, filling the
unexpired term of John C. Adams. Prior to his elections to such positions, Mr.
Ward was President of J. F. Ward Group, Inc., a consulting firm specializing in
domestic and international apparel and textile industries from 1996 to 1998.
Prior to that time, Mr. Ward was Chief Executive Officer of the Hanes Group and
Senior Vice President of Sara Lee Corporation.

       Mr. Hoyle was elected Executive Vice President and Chief Financial
Officer and a Director effective August 11, 1998. In accordance with the Bylaws,
Mr. Hoyle was elected by the Board of Directors to serve as a director of the
Company until the Annual Meeting, filling the unexpired term of James D. Nabors.
Mr. Hoyle was Chief Financial Officer of Ithaca Industries, Inc. from 1994 to
1998. During the time Mr. Hoyle served as its Chief Financial Officer, Ithaca
Industries, Inc., filed a petition in bankruptcy under Chapter 11 of the
Bankruptcy Code. Prior to that time, he served as Vice President, Finance and
Administration and Chief Financial Officer of the Bali Company, a division of
Sara Lee Corporation, and Sara Lee Intimates group from 1983 to 1994.

       Margaret M. Porter has served since 1992 as Chairman of McWane Center in
Birmingham, Alabama. McWane Center is a non-profit organization which promotes
the public understanding and appreciation of science, technology and the
environment and is a statewide resource for Alabama schools. From 1984 to 1996,
Ms. Porter served on the Mtn. Brook (Alabama) City Council, serving as President
of the Council from 1992 to 1996 and as Mayor from July, 1996 to October, 1996.
Ms. Porter has also served in various Alabama public interest organizations,
including the Board of Trustees of The Children's Hospital of Alabama, the Board
of Directors of the Alabama School of Fine Arts Foundation and as Chairman of
the Literacy Council of Central Alabama.

       John R. Thomas is a director of Alfa Corporation. Ronald G. Bruno is a
director of Bruno's, Inc., SouthTrust Bank, N.A. and Books-A-Million, Inc.
Herschel M. Bloom is a director of Post Properties, Inc. John A. White is a
director of Motorola, Inc., Logility, Inc., Eastman Chemical Company and J.B.
Hunt Transport Services, Inc.

       Should any nominee be unable or unwilling to accept election, it is
expected that the proxies will vote for the election of such other person for
the office of director as the Board of Directors of the Company may then
recommend. The Board of Directors has no reason to believe that any of the
persons named will be unable or will decline to serve if elected.

                                      - 3 -
<PAGE>   6

       During the year ended January 2, 1999, the Board of Directors of the
Company held four regular meetings. Each member of the Board attended at least
75% of the meetings of the Board and the committees of which they are members.

       The Company has an Executive Committee consisting of John F. Ward and
Eric N. Hoyle, which is authorized to act in place of the Board of Directors
between meetings of the Board. The Executive Committee held eighteen meetings
during 1998.

       The Company has an Executive Compensation Committee consisting of C.V.
Nalley III, Chairman, Herschel M. Bloom and Ronald G. Bruno, which supervises
the Company's general compensation strategies, including incentive compensation,
stock options and benefit programs. The Compensation Committee held three
meetings during 1998.

       The Company has an Audit Committee consisting of John A. White, Chairman,
Herschel M. Bloom, Ronald G. Bruno, Tim Lewis, C.V. Nalley III, Margaret M.
Porter, Benjamin Russell, and John R. Thomas, which recommends to the Board of
Directors the appointment of the Company's independent accountants selected to
be the Company's auditors and reviews the audit plan, financial statements and
audit results. The Audit Committee held two meetings during 1998.

       The Company has a Finance Committee consisting of Ronald G. Bruno,
Chairman, Herschel M. Bloom, Eric N. Hoyle, Tim Lewis and John R. Thomas. The
Finance Committee reviews the Company's capital structure and financing
activities and held two meetings during 1998.

       The Company has a Nominating Committee which recommends candidates for
election to the Company's Board of Directors. The Nominating Committee consists
of Herschel M. Bloom, Chairman, Margaret M. Porter, Benjamin Russell, John R.
Thomas and John A. White and held no meetings during 1998.

       Each non-employee director receives a quarterly retainer of $3,750 and a
fee of $1,000 for each Board meeting attended. Members of committees of the
Board who are not employees of the Company receive $650 per quarter per
committee (except chairmen, who receive $1,300 per quarter). In addition, under
the Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock Option
and Deferred Compensation Plan (the "Directors' Plan"), which was adopted by the
Board of Directors on July 23, 1997, each non-employee director (an "Eligible
Director") receives annually (i) shares of Common Stock having a value of
$5,000, based upon the market value of the Common Stock on the date of grant,
and (ii) an option to purchase shares of Common Stock, exercisable for ten years
at a price equal to the market value of the Common Stock on the date of grant,
having, based upon the number of shares subject thereto, an economic value of
$5,000. In addition, the Directors' Plan allows an Eligible Director to defer
the payment of fees to such director at a fixed rate of interest and to defer
the receipt of Common Stock granted pursuant to the Directors' Plan. Two hundred
thousand (200,000) shares of Common Stock are presently authorized to be issued
under the Directors' Plan and 197,176 shares remain available for issuance.

                             EXECUTIVE COMPENSATION

       The Executive Compensation Committee of the Board of Directors (the
"Committee") is comprised solely of directors who are not current or former
employees of the Company. The Committee is responsible for establishing the
compensation policy and administering the compensation programs for the
Company's executive officers and other key employees. The Committee periodically
engages independent compensation consultants to assist them in this process. The
Committee intends to make all reasonable efforts to comply with the requirements
to exempt executive compensation from the $1 million deduction limitation under
Section 162(m) of the Internal Revenue Code, unless the Committee determines
that such compliance would not be in the best interests of the Company and its
shareholders. Amendments to the 1993 Executive Long-Term Incentive Plan approved
by shareholders in 1997 and 1998 allow the executive compensation plans to be in
compliance with ss.162(m).

       During 1998, an independent consultant conducted a full review of the
Company's executive compensation program. The Committee approved several
significant changes for implementation in 1999. The following report discusses
these changes along with the programs that were in place during 1998.

                                      - 4 -


<PAGE>   7

EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Compensation Philosophy

       The compensation program for executive officers is designed to attract,
motivate and retain talented executives who will strive to attain the Company's
strategic and financial objectives and thereby increase shareholder value. The
main elements of the program are:

-   annual compensation (base salary and annual incentives) and

-   long-term compensation (stock options and performance units).

       The Company's philosophy is to provide total compensation at a level that
is consistent with its size and performance relative to other leading branded
consumer apparel companies. These companies include many of those in the Value
Line Apparel Index used in the performance graph on page 7. The Committee
periodically reviews the reasonableness of total compensation levels and mix
using public information from comparable company proxy statements and annual
reports as well as survey information from third-party industry surveys.

Annual Compensation

       Base Salary - The Committee annually reviews and approves base salaries
for the Company's executive officers, considering the responsibilities of their
positions, their individual performance and their competitive position relative
to comparable companies and industry surveys. Salary ranges are targeted at the
median of the competitive market place. Salary increases, including increases
due to promotions, for the most recent fiscal year are based upon these
criteria.

       Annual Incentive - Executive officers are eligible to receive annual
incentive awards under provisions of the 1993 Executive Long-Term Incentive
Plan, as amended in 1997 and 1998. Under this plan, the Committee established
Return on Assets Employed (ROAE) goals for 1998 at the beginning of the year.
These goals applied either at the corporate level and/or the business unit
level, depending upon the participant. Threshold, target and maximum performance
levels were set for each ROAE goal. Target award levels were established for
each participant and incentive awards between 50% and 150% of target were earned
based upon ROAE performance relative to the pre-established performance levels.
No awards were earned for performance below threshold. Awards were payable at
120% of the amount earned, subject to reduction to the extent individual
performance was evaluated as less than outstanding.

       For 1999 and subsequent years, annual performance goals will be
established by the Committee for the Company and each operating unit. Maximum
incentive opportunity will be communicated to each participant, as well as the
performance scale under which incentives will be earned. Threshold performance
levels will be established for each goal, below which no incentive will be paid.
Individual standards of performance will provide each participant the
opportunity to earn incentives based upon the accomplishment of strategic and
tactical objectives and will be agreed upon at the beginning of each year. Award
opportunities for the Chief Executive Officer and Chief Financial Officer will
be tied solely to the accomplishment of financial goals approved in advance by
the Committee.

Long-Term Compensation

       Performance Units - Since 1993, the Committee has annually awarded
performance units to executive officers. These performance units are earned
based upon the Company's Total Shareholder Return ("TSR") relative to that of
the Standard and Poor's Industrial Index over a three-year period. New grants
have been made each year. In order for any earn out to occur, the Company's TSR
must be between the 33rd and 90th percentile. For the 1996-1998 performance
cycle, since TSR was below the 33rd percentile, no performance units were
earned.

       Under the revised executive compensation plan, grants of performance
units will be discontinued. No further performance units will be granted in
1999, although the performance cycles currently in effect (1997- 1999 and
1998-2000) will continue under the provisions established for previous grants.

       Stock Options - The Committee believes stock options to be one of the
most effective ways of linking executives with the interests of the
shareholders, since no gain is realized by the executive unless the stock price
increases. The Company grants stock options annually during the first quarter,
although special grants

                                      - 5 -
<PAGE>   8

may be made throughout the year in unique circumstances such as recruiting
situations. Options are granted with an exercise price equal to the market value
on the date of grant. Options granted prior to 1999 have become exercisable two
years after they are granted. Options expire ten years from the date of grant.

       For the foreseeable future, stock options will be the only form of
long-term compensation at the Company. Stock option grant guidelines have been
increased to reflect that grants of performance units have been discontinued,
and to meet the median competitive practice of the marketplace. Options granted
in 1999 and beyond will become exercisable pro-rata on the first four
anniversaries of the grant to reinforce retention and further align executives'
compensation with shareholder returns.

Chief Executive Officer

       John F. Ward - Effective April 1, 1998, the Board of Directors elected
John F. Ward President and Chief Executive Officer. His compensation principally
consists of base salary, annual bonus and stock option awards.

-      Annual Compensation
       -      Base Salary: Mr. Ward's annual salary during 1998 was $650,000,
              based upon an assessment of competitive compensation practices in
              comparable companies at the time he joined the Company.
       -      Annual Incentive: The Committee awarded Mr. Ward an annual
              incentive payment for 1998 equal to $350,000, which is the amount
              guaranteed in his employment agreement. Despite disappointing
              financial and shareholder returns, the Company made significant
              progress in restructuring the organization, revitalizing the
              senior management team and establishing and implementing a
              strategic plan that is expected to begin producing results by the
              beginning of next year.
-      Long-term compensation
       -      Stock Options: In accordance with his employment agreement, on
              March 31, 1998, Mr. Ward was granted options to purchase 125,000
              shares of stock, with an exercise price of $27.1563, the fair
              market value on that date. The terms and conditions that apply to
              Mr. Ward's stock option grants are described in the notes to the
              Summary Compensation Table on page 8.
-      Other benefits: In connection with Mr. Ward's employment, the Company
       paid additional amounts designed to replace compensation forfeited by Mr.
       Ward due to accepting employment with the Company. These payments are
       described in the Summary Compensation Table and the notes thereto on page
       8. Additional provisions of Mr. Ward's agreements are described on page
       12.

       John C. Adams - Prior to his retirement on March 31, 1998, Mr. Adams was
Chairman of the Board, President and Chief Executive Officer. The provisions of
his retirement agreement are summarized on page 11. The Committee made the
following decisions regarding his compensation during 1998:

-      Annual Compensation
       -      Base Salary: Mr. Adams received no increase in salary during 1998.
       -      Annual Incentive: Mr. Adams received no annual incentive payment
              for 1998.
-      Long-term compensation
       -      Performance Units: Mr. Adams was granted 270,000 performance units
              for the 1998-2000 performance cycle. Any payment with respect to
              these performance units will be pro-rated for the period that Mr.
              Adams was actively employed during the performance cycle.
       -      Stock Options: Mr. Adams was granted 24,600 stock options, with an
              exercise price of $24.375 per share, in February 1998 based upon
              the grant guidelines previously approved by the Committee. These
              options are exercisable in accordance with the 1993 Executive Long
              Term Incentive Plan for a period of three years following his
              retirement.

Conclusion

The Committee believes that the executive compensation programs directly tie the
pay opportunities of the Company's executives to the financial and shareholder
returns of the Company. The changes that are being implemented in 1999 further
reinforce the linkage between pay and performance, and between executive
compensation and shareholder return, and allow the Company to attract and retain
the caliber of executives required in the highly competitive global environment
in which executives of the Company must perform.

                                Executive Compensation Committee
                                C.V. Nalley III
                                Ronald G. Bruno
                                Herschel M. Bloom

                                      - 6 -
<PAGE>   9

        COMPARATIVE FIVE-YEAR CUMULATIVE TOTAL RETURNS THROUGH 12/31/98


             VALUE OF $100 INVESTED ON 12/31/93 AT FISCAL YEAR-END:

<TABLE>
<CAPTION>
                                  1993         1994        1995         1996         1997         1998

<S>                           <C>          <C>          <C>          <C>          <C>          <C>     
Russell Corporation           $   100.00   $   112.62   $   101.32   $   110.49   $   100.45   $    78.47
S&P 500                           100.00       101.60       139.71       172.18       229.65       294.87
Value Line Apparel Index          100.00       110.17       120.83       165.49       193.05       238.83
</TABLE>

NOTES
1) Assumes that the value of the investment in the Company's Common Stock and in
each index was $100 on the last trading day preceding the first day of the fifth
preceding fiscal year and that all dividends were reinvested.

2) The Value Line Apparel Index presently includes: Fruit of the Loom, Inc.;
Hartmarx Corporation; Jones Apparel Group; Kellwood Company; Liz Claiborne,
Inc.; Nautica Enterprises, Inc.; Oshkosh B'Gosh, Inc.; Oxford Industries, Inc.;
Phillips-Van Heusen Corporation; Polo-Ralph Lauren; Quicksilver, Inc.; St. John
Knits, Inc.; Tommy Hilfiger Corp.; Tultex Corporation; VF Corporation; Warnaco
Group, Inc.; and the Company.

                                      - 7 -
<PAGE>   10

SUMMARY COMPENSATION TABLE

       The following information is furnished for the fiscal years ended January
2, 1999, January 3, 1998 and January 4, 1997 with respect to the Company's Chief
Executive Officer, retired Chief Executive Officer, each of the four other most
highly compensated executive officers of the Company during 1998 whose salary
and bonus exceeded $100,000 and one individual for whom such disclosure would
have been required but for the fact that such individual was not serving as an
executive officer at the end of the 1998 fiscal year (collectively, the "Named
Executive Officers").

<TABLE>
<CAPTION>
                                               Annual Compensation                  Long Term Compensation
                                      ----------------------------------     -----------------------------------
                                                                                     Awards              Payouts
                                                                             ------------------------    -------
   Name and                                                        Other     Restricted                                All
   Principal               Fiscal                                 Annual       Stock         Options/     LTIP        Other
   Position                 Year       Salary       Bonus (1)  Compensation    Awards          SAR's     Payouts   Compensation
--------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>           <C>        <C>           <C>             <C>         <C>       <C>   
John F. Ward                1998      $490,000      $350,000      $44,375(2)   12,127(3)      407,066(4)           $3,496,031(5)
 Chairman,                  1997                                                                 
 President                  1996
 and C.E.O.

JT Taunton, Jr.             1998       300,000        38,500                                    8,000
 Sr. V.P. &                 1997       290,000             0                                    6,100
 C.E.O. Fabrics             1996       265,000       105,000                                    6,200
 and Services

John Frechette (6)          1998       265,000             0                                    4,500
 V.P. International         1997       260,100             0                                    3,500
                            1996       256,267        18,000                                    3,700

Thomas R. Johnson, Jr.      1998       240,000             0                                    5,200
 Sr. V.P. &                 1997       235,000             0                                    4,900
 C.E.O. Russell Yarn        1996       223,333        77,900                                    6,400

Dale W. Wachtel             1998       221,000        80,000                                    4,500
 Sr. V.P. &                 1997       210,000       104,000                                    2,700
 C.E.O. Russell             1996       188,433        94,200                                    2,700
 Athletic

John C. Adams               1998       600,000             0       2,060                       24,600
 Retired Chairman           1997       600,000             0      14,616                       19,400
 President & C.E.O.         1996       551,000       285,000       8,597                       19,800

James D. Nabors             1998       332,000             0                                    8,900
 Retired Exec. V.P.         1997       330,000             0         502                        6,900
 & C.F.O.                   1996       309,667       120,000         627                        7,200
</TABLE>

(1)    Bonus payments are reported for the year in which related services were
       performed.

(2)    Pursuant to Mr. Ward's employment agreement, includes personal use of
       Company aircraft, personal office closure expenses, temporary housing,
       club dues and Company provided automobile. For Messrs. Adams and Nabors,
       this includes personal use of Company aircraft.

(3)    Pursuant to Mr. Ward's employment agreement, one third of this amount
       vested on April 1, 1998, with the remainder vesting ratably over the next
       two succeeding years.

(4)    Pursuant to Mr. Ward's employment agreement, 125,000 options vest ratably
       in each of the three years following April 1, 1998, the date of the
       grant. The exercise price of these options is $27.1563, the fair market
       value on the date of grant, and the options are exercisable until April
       1, 2008. Pursuant to the Executive Deferred Compensation and Buyout Plan,
       282,066 vested options were issued to Mr. Ward at an exercise price of
       $27.1563, the fair market value on the date of grant and are exercisable
       until October 1, 2002.

(5)    Amounts either paid to Mr. Ward or deposited into a deferred compensation
       trust for his benefit to replace benefits and opportunities Mr. Ward
       forfeited pursuant to agreements with his former employer as a result of
       accepting employment with the Company.

(6)    Mr. Frechette resigned from the Company effective January 25, 1999. His
       severance agreement is summarized on page 12.

                                      - 8 -
<PAGE>   11

OPTION/SAR GRANTS IN FISCAL 1998

       The following table sets forth grants of incentive stock options to the
named executives for the year ended January 2, 1999. This information is
furnished with respect to the Named Executive Officers. No SAR grants were made
during such fiscal year.

<TABLE>
<CAPTION>
                                 Individual Grants (1)                                             
-------------------------------------------------------------------------------------          Potential Realizable
                            Number Of                                                            Value At Assumed
                           Securities          % Of Total                                      Annual Rates Of Stock
                           Underlying         Options/SARs                                      Price Appreciation
                          Options/SARs          Granted        Exercise                           For Option Term
                            Granted           to Employees      Price     Expiration       -----------------------------
Name                        in 1998             in 1998       Per Share      Date               5%              10%
----                      ------------        ------------    ---------   ----------       -----------      ------------
<S>                       <C>                 <C>             <C>         <C>              <C>              <C>         
John F. Ward                125,000(2)           12.52        $27.1563      4/01/08         $ 5,529,345      $ 8,804,557 
                            282,066(2)           28.26         27.1563     10/01/02           9,543,384       11,775,555 
JT Taunton, Jr.               8,000               0.80         24.375       1/28/08             317,634          505,780 
John E. Frechette             4,500               0.45         24.375       7/31/99(3)          118,051          126,689 
Thomas R. Johnson, Jr.        5,200               0.52         24.375       1/28/08             204,848          324,177 
Dale W. Wachtel               4,500               0.45         24.375       1/28/08             178,670          284,502 
John C. Adams                24,600               2.46         24.375       4/01/01(3)          699,937          811,429 
James D. Nabors               8,900               0.89         24.375       5/31/01(3)          255,276          298,272 
</TABLE>                                                                   

(1)    The stock options were granted at an exercise price equal to the fair
       market value of the Company's common stock on the date of the grant. The
       stock options become exercisable in full on the second anniversary of the
       grant. No other instruments were granted in tandem with the options, nor
       do they carry either reload or tax reimbursement features.

(2)    See Note (4) on page 8.

(3)    Exercise period shortened due to retirement or termination of employment.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1998 AND YEAR-END VALUE TABLE

       The following table sets forth information concerning the exercise of
stock options for the Named Executive Officers for the fiscal year ended January
2, 1999:

<TABLE>
<CAPTION>
                                                              Number of               Value of Unexercised
                                                       Unexercised Options/SARs     In-the-Money Options/SARs
                          Shares                          at January 2, 1999          at January 2, 1999 (2)
                         Acquired       Value        ---------------------------    -------------------------
Name                    on Exercise   Realized (1)   Exercisable    Unexercisable   Exercisable Unexercisable
----                    -----------   ------------   -----------    -------------   ----------- -------------
<S>                     <C>           <C>            <C>             <C>            <C>         <C>

John F. Ward                0            $0            282,066          125,000         $0          $0
JT Taunton, Jr.             0             0             24,100           14,100          0           0
John E. Frechette           0             0             27,700                0          0           0
Thomas R. Johnson, Jr.      0             0             24,900           11,300          0           0
Dale W. Wachtel             0             0             15,900            7,200          0           0
John C. Adams               0             0            124,000                0          0           0
James D. Nabors             0             0             52,800                0          0           0
</TABLE>

(1)    This amount represents the aggregate of the market value of the Company's
       Common Stock at the time each option was exercised, less the exercise
       price for such option.

(2)    This amount represents the aggregate of the number of options multiplied
       by the difference between the closing price of the Company's Common Stock
       on December 31, 1998, less the exercise price for such option.

                                      - 9 -

<PAGE>   12
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL 1998

         The 1993 Executive Long-Term Incentive Plan provides for the award of
long-term cash incentives to officers of the Company. Performance Units may be
awarded based upon achievement of target goals over a three year period.
Performance Units were awarded in accordance with the following schedule:

<TABLE>
<CAPTION>
                                         Performance or     
                           Number of      Other Period      Estimated Future Payouts Under Non-Stock 
                            Shares,           Until                      Price-Based Plans            
                           Units or        Maturation       ----------------------------------------
    Name                 Other Rights       or Payout       Threshold      Target      Maximum
---------------------    ------------    --------------     ---------     -------      -------

<S>                      <C>             <C>                <C>           <C>          <C>
John F. Ward (1)               --              --               --           --           --  
JT Taunton, Jr.              90,000        1998-2000          22,500       90,000      180,000  
John E. Frechette            44,200        1998-2000          11,050       44,200       88,400  
Thomas R. Johnson, Jr.       45,000        1998-2000          18,000       72,000      144,000  
Dale W. Wachtel              44,200        1998-2000          11,050       44,200       88,400  
John C. Adams               270,000        1998-2000          67,500      270,000      540,000  
James D. Nabors              99,600        1998-2000          24,900       99,600      199,200  
</TABLE>
                                                                 
(1) The Company did not grant Performance Units in 1998 subsequent to January
    28, 1998; consequently, no Performance Units were granted to Mr. Ward. The
    Company does not intend to grant Performance Units after 1998.

         Performance units are earned based upon Company Total Shareholder
Return ("TSR") relative to a peer group, the S & P Industrials. Threshold,
target and maximum awards are earned when TSR is at the 33rd percentile, the
median percentile or the 90th percentile of the peer group. Awards earned based
upon relative TSR performance may be decreased by up to 50% if the Company's
absolute TSR for the performance period is less than a predetermined level.

         For further discussion of the 1993 Executive Long-Term Incentive Plan,
see the discussion above under the caption "EXECUTIVE COMPENSATION - EXECUTIVE
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION - LONG-TERM
COMPENSATION".

PENSION PLAN

         The officers of the Company participate in the Russell Corporation
Revised Pension Plan (the "Plan"), a defined benefit plan covering all employees
of the Company. The amount of contributions made by the Company to the Plan is
not reflected in the cash compensation table above, since the amount of the
contribution with respect to a specified person is not and cannot readily be
separately or individually calculated by the regular actuaries for the Plan.

         Benefits under the Plan are based upon years of credited service at
retirement and upon "Final Average Earnings," which is the average base
compensation for the highest sixty consecutive months out of the final 120
months of employment. This compensation consists only of salary and excludes any
bonus and any form of contribution to other benefit plans or any other form of
compensation. Normal or delayed retirement benefits are payable upon retirement
on the first day of any month following attainment of age 65 and continue for
the life of the employee (and his spouse, if any) or in accordance with other
elections permitted by the Plan.

         On January 26, 1994, the Board of Directors adopted a supplemental
retirement plan covering any participant's compensation in excess of the
limitation amount specified in Section 401 et seq., of the Internal Revenue
Code. This plan is a non-qualified plan, thereby rendering any benefits subject
to claims of general creditors and not deductible until paid.

         The following table presents estimated annual benefits payable from the
Plan and the supplemental retirement plan mentioned above upon normal or delayed
retirement to participants in specified remuneration and years-of-credited
service classifications. The amounts shown assume the current maximum social
security benefit and that the participant has elected for benefits to be payable
for a single life only.

                                     - 10 -
<PAGE>   13

                               PENSION PLAN TABLE

<TABLE>
<CAPTION>
                                      Years of Credited Service
5 Year Average      ----------------------------------------------------------
 Remuneration           15        20        25        30       35         40
--------------          --        --        --        --       --         --

<S>                 <C>        <C>       <C>       <C>       <C>       <C>    
  $ 150,000         $ 23,612   $31,483   $39,354   $47,225   $55,096   $59,221
    175,000           27,737    36,983    46,229    55,475    64,721    69,533
    200,000           31,862    42,483    53,104    63,725    74,346    79,846
    225,000           35,987    47,983    59,979    71,975    83,971    90,158
    250,000           40,112    53,483    66,854    80,225    93,596   100,471
    300,000           48,362    64,483    80,604    96,725   112,846   121,096
    350,000           56,612    75,483    94,354   113,225   132,096   141,721
    400,000           64,862    86,483   108,104   129,725   151,346   162,346
    450,000           73,112    97,483   121,854   146,225   170,596   182,971
    500,000           81,362   108,483   135,604   162,725   189,846   203,596
    600,000           97,862   130,483   163,104   195,725   228,346   244,846
    700,000          114,362   152,483   190,604   228,725   266,846   286,096
    800,000          130,862   174,483   218,104   261,725   305,346   327,346
    900,000          147,362   196,483   245,604   294,725   343,846   368,598
   1,000,000         163,862   218,483   273,104   327,725   382,346   409,846
</TABLE>

         Years of service credited under the Plan for individuals shown in the
summary compensation table on page 8 are as follows: Mr. Ward, 0 years; Mr.
Taunton, 23 years; Mr. Frechette, 7 years; Mr. Johnson, 9 years; Mr. Wachtel, 22
years; Mr. Adams, 22 years; and Mr. Nabors, 28 years;

STOCK OPTION PLANS

         The Company has previously adopted the 1987 Stock Option Plan pursuant
to which the Company granted to key employees of the Company either incentive
stock options or nonqualified stock options. The terms of the options did not
exceed ten years from the dates of grant, and the option prices equaled fair
market value of the shares covered at the times of grant. No further options can
be granted under such plan.

         The 1993 Executive Long-Term Incentive Plan (the "1993 Plan")
previously discussed herein is a flexible plan which gives the Executive
Compensation Committee broad discretion to fashion the terms of awards in order
to provide eligible participants with stock based incentives as the Committee
deems appropriate. It permits the issuance of awards in a variety of forms,
including: (a) restricted stock (b) incentive stock options (c) non-qualified
stock options (d) stock appreciation rights and (e) performance share and
performance unit awards.

         The 1993 Plan presently provides for the grant of up to 4,000,000
shares of the Common Stock of the Company. There are 1,020,394 shares currently
available for issuance under the 1993 Plan. Issuance of awards under the 1993
Plan will cease as of January 1, 2003.

CERTAIN AGREEMENTS

         In connection with the retirement of John C. Adams, the Company and Mr.
Adams entered into an agreement providing for the payment to Mr. Adams in 1998
of the salary and other compensation benefits he would have received had he not
retired. The Company also agreed to pay to Mr. Adams $400,000 per year until he
reaches age 65, and if he should die prior to that time, to pay such amounts to
his wife. Upon attaining age 65, Mr. Adams will receive payments of $300,000 per
year during his lifetime, less the annual benefits payable to him under the
Company's various retirement plans or other deferral arrangements that become
payable at age 65. For purposes of computing the benefits payable to Mr. Adams
under the Company's various retirement plans or other deferral arrangements, Mr.
Adams will be credited with service through the earlier of his death or

                                     - 11 -



<PAGE>   14

65th birthday at an annual compensation of $600,000. The Company has also agreed
to continue to provide Mr. Adams with certain life insurance and medical
benefits until he reaches age 65. The payment of the amounts and benefits above
are subject to certain agreements by Mr. Adams concerning non-competition and
related matters.

         Effective May 31, 1998, James D. Nabors entered into a retirement
agreement with the Company, which provides that the Company will pay retirement
compensation to Mr. Nabors, or his spouse if Mr. Nabors should die, in an amount
equal to his annual salary at the time of his retirement until May 31, 2000. The
retirement agreement further provides that Mr. Nabors will qualify for full
retirement benefits at age 62.

         Effective January 25, 1999, John E. Frechette entered into a severance
agreement with the Company whereby Mr. Frechette will receive his current
monthly salary until July 31, 1999. If Mr. Frechette has not secured other
employment by that date, he will continue to receive such monthly compensation
until such time as he secures other employment, but in no event beyond January
31, 2000.

         As noted above in this Proxy Statement, John F. Ward was employed as
the President and Chief Executive Officer of the Company, effective April 1,
1998, upon the retirement of Mr. Adams. The Company entered into an agreement
with Mr. Ward providing for the employment of Mr. Ward for three years until
March 31, 2001, at an annual base salary of $650,000, subject to increase(s) in
the discretion of the Board of Directors and a bonus of $350,000 for 1998. After
1998, Mr. Ward is entitled to receive annual bonuses under the Company's regular
compensation plans, with bonus potential of not less than 100% of base salary,
subject to any increase determined appropriate by the Board of Directors. The
employment agreement provides that the Company will offer health care and
certain other supplemental benefits to Mr. Ward. As noted in the Summary
Compensation Table, Mr. Ward is also entitled to receive certain payments for
reimbursement of expenses in connection with his relocation and employment with
the Company. The agreement also provides that any termination of employment of
Mr. Ward after April 1, 2001 shall be treated as retirement for purpose of the
Company's various plans and benefits. As noted above Mr. Ward was also granted
options in 1998 to purchase 125,000 shares of Company Common Stock at the market
price on the date of grant of $27.1563 and is to be granted options to purchase
a minimum of 75,000 shares each year thereafter at market price at the time of
grant.

         Also as noted above, to compensate Mr. Ward for the forfeiture of
certain benefits from his former employer, the Company agreed to make a cash
payment to him of approximately $1,028,000, to put into a trust for his benefit
approximately $2,467,000, to issue him 12,127 shares of common stock of the
Company, and to grant him options to purchase 282,066 shares of Company Common
Stock at the market price of $27.1563 on March 31, 1998. The amounts placed in
trust will be paid to Mr. Ward after April 1, 2001 unless his employment is
terminated by the Company for cause or is terminated by Mr. Ward for any reason
other than death, total disability or certain other reasons set forth in the
agreements. In the event of such termination prior to April 1, 2001, Mr. Ward
will be entitled to receive a prorated amount from the trust based upon the
ratio that the time he has been employed by the Company bears to three years.
Similarly, the options granted to him will be forfeited on the same basis as the
amounts in trust based upon time employed with the Company.

                                  OTHER MATTERS

         The Board of Directors does not know at this time of any other matters
to come before the Annual Meeting.

         As of the date of the Proxy Statement, the Board of Directors does not
intend to present, and has not been informed that any other person intends to
present, any matter for action at the Annual Meeting other than those matters
stated in the Notice of the Annual Meeting. Accordingly, if other matters should
properly come before the Annual Meeting, it is intended that the holders of the
proxies will act in respect thereto in accordance with their best judgment.

                                     - 12 -
<PAGE>   15
                             PRINCIPAL SHAREHOLDERS

         The following table sets forth each person who, to the Company's
knowledge, had sole or shared voting or investment power over more than five
percent of the outstanding shares of Common Stock of the Company as of March 3,
1999.

<TABLE>
<CAPTION>
       Name and Address                      Amount and Nature of                 Percent
      of Beneficial Owner                    Beneficial Ownership                 of Class
------------------------------------         --------------------                 --------
<S>                                          <C>                                  <C>
Benjamin Russell                             5,896,501 shares (1)                  16.93
755 Lee Street
P.O. Box 272
Alexander City, Alabama  35011-0272

Roberta A. Baumgardner                       5,868,774 shares (2)                  16.85
755 Lee Street
P.O. Box 272
Alexander City, Alabama  35011-0272

Edith L. Russell                             4,686,320 shares (3)                  13.45
755 Lee Street
P.O. Box 272
Alexander City, Alabama  35011-0272

Nancy R. Gwaltney                            4,677,642 shares (4)                  13.43
755 Lee Street
P.O. Box 272
Alexander City, Alabama  35011-0272

Merrill Lynch Asset Management Group         3,274,469 shares (5)                   9.40
World Financial Center, North Tower
250 Vesey Street
New York, NY 10381

Invesco Capital Management, Inc.             2,439,544 shares (6)                   7.00
1315 Peachtree Street N.E., Suite 500
Atlanta, GA  30309

Helen Alison                                 2,012,588 shares (7)                   5.78
755 Lee Street
P.O. Box 272
Alexander City, Alabama  35011-0272
</TABLE>

(1)      Includes 991,181 shares as to which Mr. Russell has sole voting and
         investment power and 4,905,320 shares as to which he has shared voting
         and investment power. See Note (3) on page 3.

(2)      Includes 1,192,454 shares as to which Mrs. Baumgardner has sole voting
         and investment power and 4,676,320 shares as to which she has shared
         voting and investment power, consisting of 731,296 shares held by the
         Benjamin and Roberta Russell Foundation, Incorporated, a charitable
         corporation of which Mrs. Baumgardner is one of nine directors; and
         3,945,024 shares held of record and beneficially owned by a trust
         created under the will of Benjamin C. Russell of which Mrs.
         Baumgardner is one of four trustees.



                                  - 13 -
<PAGE>   16

(3)      Includes 10,000 shares as to which Mrs. Russell has sole voting and
         investment power, and 4,676,320 shares as to which she has shared
         voting and investment power consisting of 731,296 shares held by the
         Benjamin and Roberta Russell Foundation, Incorporated, a charitable
         corporation of which Mrs. Russell is one of nine directors, and
         3,945,024 shares held of record and beneficially owned by a trust
         created under the will of Benjamin C. Russell of which Mrs. Russell is
         one of four trustees. The trustees of the trust created under the will
         of Benjamin C. Russell can invade the corpus of the trust for the
         benefit of Mrs. Russell.

(4)      Includes 731,296 shares held by the Benjamin and Roberta Russell
         Foundation, Incorporated, a charitable corporation of which Mrs.
         Gwaltney is one of nine directors; 3,945,024 shares held by a trust
         created under the will of Benjamin C. Russell of which Mrs. Gwaltney
         is one of four trustees; and 1,322 shares as to which Mrs. Gwaltney
         has sole voting and investment power.

(5)      Information contained in Schedule 13G filed with the Company on
         February 8, 1999. The Schedule 13G states that Merrill Lynch Asset
         Management Group has sole voting power with respect to no shares, sole
         dispositive power with respect to no shares and shared voting and
         dispositive power with respect to 3,274,469 shares.

(6)      Information contained in Schedule 13G filed with the Company on
         February 18, 1999. The Schedule 13G states that Invesco Capital
         Management, Inc. has sole voting power with respect to no shares, sole
         dispositive power with respect to no shares and shared voting and
         dispositive power with respect to 2,439,544 shares.

(7)      Includes 2,012,588 shares held by trusts created under the will of 
         J. C. Alison, of which Mrs. Alison is one of two co-trustees and with
         respect to which Mrs. Alison has shared voting and investment power.
         Information contained in a Schedule 13G filed with the Company on
         February 15, 1999 on behalf of Helen Alison and National Bank of
         Commerce in Birmingham, Alabama.

                        SECURITY OWNERSHIP OF MANAGEMENT

<TABLE>
<CAPTION>
                                      Amount and Nature of Beneficial Ownership
                                      -----------------------------------------
                                      Sole Voting   Options
                                      and           Exercisable     Other            Percent
                                      Investment    Within          Beneficial       of
Name of Individual or Group           Power         60 Days         Ownership        Class
---------------------------           ------------------------------------------------------

<S>                                   <C>           <C>            <C>               <C>
John F. Ward                               57,127       282,066      615,960 (1)(2)     2.74
Eric N. Hoyle                              12,000             0      600,960 (2)        1.76
Tim Lewis                                     534             0            0               *
Herschel M. Bloom                           7,355             0            0               *
C.V. Nalley III                             2,185             0            0               *
Ronald G. Bruno                            11,899             0            0               *
John A. White                               3,054             0            0               *
John R. Thomas                            109,107             0      490,121 (3)(4)     1.72
Benjamin Russell                          991,181             0    4,905,320 (5)       16.93
Margaret M. Porter                          2,053             0            0               *
JT Taunton, Jr.                            14,674        30,200            0               *
John E. Frechette                               0        23,200            0               *
Thomas R. Johnson, Jr.                      2,000        29,800            0               *
Dale W. Wachtel                             8,189        18,600            0               *
All Executive Officers and Directors
 as a Group (24 persons)                1,783,328       430,166    5,247,733           19.69
</TABLE>

(*) Represents less than one percent (1%).


(1)  Includes 15,000 shares owned by Mr. Ward's spouse. 
(2)  See Note (2) on page 3.
(3)  See Note (4) on page 3.
(4)  Includes 3,500 shares owned by Mr. Thomas' spouse. 
(5)  See Note (3) on page 3.



                                     - 14 -
<PAGE>   17

                       SECTION 16(a) BENEFICIAL OWNERSHIP
                              REPORTING COMPLIANCE

         Based solely upon review of Forms 3, 4 and 5 and amendments thereto
related to the Company's most recent fiscal year, and written representations
from certain reporting persons that no Form 5 was required, the Company
believes that all required filings were timely for 1998.

                    TRANSACTIONS WITH MANAGEMENT AND OTHERS

         The Company entered into a fuel supply contract with Russell Lands,
Incorporated on May 21, 1975, under which Russell Lands, Incorporated provides
sawdust, bark, shavings, chips, and other wood materials for use in the
Company's wood chip boilers. The initial term of the contract was four years,
and may be renewed by agreement of the parties from year-to-year thereafter. In
addition, the contract may be cancelled by either party during any renewal
period upon 30 days notice following the occurrence of certain specified
conditions. Benjamin Russell is Chairman, Chief Executive Officer and a
director of Russell Lands, Incorporated, and owns beneficially approximately
70% of the equity interest in such company. Management believes this contract
is in the best interest of the Company's shareholders. During the fiscal year
ended January 2, 1999, the Company paid Russell Lands, Incorporated
approximately $1,035,000 for wood materials to operate these boilers.

         The Company purchased miscellaneous building materials and supplies
from Russell Do-It Center, a building supply retailer. The Company also
purchased concrete for various construction and repair projects from Area
Concrete, Inc. Russell Do-It Center is a division of and Area Concrete, Inc. is
a wholly owned subsidiary of Russell Lands, Incorporated. Benjamin Russell is
Chairman, Chief Executive Officer and a director of Russell Lands, Incorporated
and owns beneficially approximately 70% of the equity interest in such company.
Management believes these purchases to be in the best interest of the Company's
shareholders. During the fiscal year ended January 2, 1999, the Company paid
Russell Do-It Center and Area Concrete, Inc. approximately $88,000 and $28,000,
respectively, for the purchases described above.

                                    AUDITORS

         Ernst & Young LLP, independent accountants, was selected as the
Company's auditors for 1998 after having previously served in the same capacity
since 1930. Representatives of Ernst & Young will be in attendance at the
Annual Meeting and will be given the opportunity to make a statement and to
respond to appropriate questions.

                           PROPOSALS BY SHAREHOLDERS

         The next annual meeting of shareholders is scheduled to be held on
April 26, 2000, and shareholders of the Company may submit proposals for
consideration for inclusion in the proxy statement of the Company relating to
such annual meeting of shareholders. However, in order for such proposals to be
considered for inclusion in the proxy statement of the Company relating to such
annual meeting, such proposals must be received by the Company not later than
November 19, 1999.

         If a shareholder fails to notify the Company on or before February 2,
2000 of a proposal which such shareholder intends to present at the Company's
April 26, 2000 Annual Meeting by a means other than inclusion of such proposal
in the Company's proxy materials for that meeting, then if the proposal is
presented at such annual meeting, the holders of the Board of Director's
proxies at such meeting may use their discretionary voting authority with
respect to such proposal, regardless of whether the proposal was discussed in
the Company's proxy statement for such meeting.



                                     - 15 -

                                       
<PAGE>   18

                              GENERAL INFORMATION

         The Board of Directors of the Company has fixed the close of business
on March 3, 1999, as the record date for determining the holders of the Common
Stock of the Company entitled to notice of and to vote at the Annual Meeting.
As of such date, the Company had issued and outstanding and entitled to vote at
the Annual Meeting an aggregate of 34,833,094 shares of Common Stock, each
share of which is entitled to one (1) vote on all matters to be considered at
the Annual Meeting.

         Pursuant to Section 10-2B-7.25 of the Code of Alabama 1975, as
amended, and the Company's Bylaws, a majority of the Common Stock shares
entitled to vote, represented in person or by proxy, will constitute a quorum
at a meeting of the shareholders. Section 10-2B-7.28 of the Code of Alabama
1975, as amended, requires that each of the nominees to be elected to the Board
of Directors receive the affirmative vote of the majority of the votes cast by
the holders of shares of Common Stock represented at the Annual Meeting as part
of the quorum. The vote for election of directors does not include shares which
abstain from voting on a matter or which are not voted on such matter by a
nominee because such nominee is not permitted to exercise discretionary voting
authority and the nominee has not received voting instructions from the
beneficial owner of such shares. Generally, brokers who act as nominees will be
permitted to exercise discretionary voting authority where they have received
no instructions in uncontested elections for directors and on certain other
matters which are not contested where the brokers have complied with Rule 451
concerning the delivery of proxy materials to beneficial owners of the
Company's Common Stock held by such brokers.

         The Annual Meeting may be adjourned from time to time without notice
other than announcement at the Annual Meeting, or at any adjournment thereof,
and any business for which notice was given in the accompanying Notice of
Annual Meeting of Shareholders may be transacted at any such adjournment.

         In addition to the use of the mails, proxies may be solicited by
personal interview or by telephone or telegraph. The cost of solicitation of
proxies will be borne by the Company. The Company may request brokerage houses,
nominees, custodians, and fiduciaries to forward soliciting material to the
beneficial owners of the stock held of record and will reimburse such persons
for any reasonable expense incurred in forwarding the material.

         Copies of the Company's Annual Report on Form 10-K for the year ended
January 2, 1999, in form as filed with the Securities and Exchange Commission,
may be obtained from Floyd G. Hoffman, the Senior Vice President, General
Counsel and Secretary of the Company, without charge, by persons who were
shareholders beneficially or of record as of March 3, 1999.

                                By Order of the Board of Directors
                                         FLOYD G. HOFFMAN
                                      Senior Vice President,
                                 General Counsel and Secretary


Alexander City, Alabama
March 18, 1999



                                     - 16 -

<PAGE>   19
                              RUSSELL CORPORATION

                            Alexander City, Alabama


           PROXY FOR ANNUAL MEETING OF SHAREHOLDERS _ April 21, 1999

       (This Proxy is solicited by the Board of Directors of the Company)

         The undersigned shareholder of Russell Corporation (the "Company")
hereby appoints C.V. Nalley III and John A. White, and each of them, with full
power of substitution, proxies to vote the shares of stock which the
undersigned could vote if personally present at the Annual Meeting of
Shareholders of Russell Corporation to be held at the general offices of the
Company in Alexander City, Alabama, on April 21, 1999 at 11:00 a.m., Central
Daylight Time, or any adjournment thereof:

<TABLE>
         <S>      <C>
         (1)      ELECTION OF DIRECTORS
                  For terms expiring with the Annual Meeting of Shareholders in 2002:
                           Herschel M. Bloom, Ronald G. Bruno

                  [ ] FOR all nominees above                            [ ] WITHHOLD AUTHORITY
                  (except as marked to the contrary)                    to vote for all nominees above

                  For the remainder of the terms expiring with the Annual Meeting of Shareholders in 2000:
                           John F. Ward, Eric N. Hoyle

                  [ ] FOR all nominees above                            [ ] WITHHOLD AUTHORITY
                  (except as marked to the contrary)                    to vote for all nominees above
</TABLE>

                           INSTRUCTION: To withhold authority to vote for an
                           individual nominee, write the nominee's name in the
                           space provided below.



                                    (over)
<PAGE>   20

         (2)      IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY 
                  COME BEFORE THE MEETING.

                  UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTEDFOR
                  ELECTION OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS
                  AS DIRECTORS.

         Please date and sign exactly as name appears on the envelope in which
this material was mailed. If shares are held jointly, each shareholder should
sign. Executors, administrators, trustees, etc. should use full title and, if
more than one, all should sign. If the shareholder is a corporation, please
sign full corporate name by an authorized officer.



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                                        Signature(s) of Shareholder(s)

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                                    Dated                                , 1999
                                         -------------------------------