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EXHIBIT (99) (RUSSELL CORPORATION 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 of
Russell Corporation (the Company) will be held on Wednesday, April 21, 2004,
at 11:00 a.m., Central Daylight Time, at the Companys sales office located at
281 Sales Office Drive, Alexander City, Alabama 35011 for the following
purposes:  (1)
    
    To elect three (3) directors to the Board of Directors for three-year
terms ending in 2007;(2)
    
    To approve a proposal to change the state of incorporation of the
Company from Alabama to Delaware by merging the Company into a wholly
owned subsidiary incorporated in Delaware (referred to in the
accompanying proxy statement as the reincorporation proposal); and(3)
    
    To transact such other business as may properly come before the meeting. The proposed reincorporation of the Company would result in certain
changes to the Companys articles of incorporation and bylaws, as more fully
described in the accompanying proxy statement. Holders of the common stock of
the Company at the close of business on March 5, 2004, are entitled to notice
of, and to vote upon, all matters at the annual meeting. Under Alabama law,
shareholders are entitled to assert dissenters rights as a result of the
reincorporation proposal, as more fully described in the accompanying proxy
statement. 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. HOFFMANSenior Vice President, Corporate Development,General Counsel and Secretary




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RUSSELL CORPORATION PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD APRIL 21, 2004 This proxy statement is furnished, and the accompanying proxy is
solicited, by 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 Companys sales office located at 281 Sales Office Drive,
Alexander City, Alabama 35011, on Wednesday, April 21, 2004, at 11:00 a.m.,
Central Daylight Time, and at any adjournment thereof. The proxy statement,
accompanying proxy and the Companys annual report to shareholders will be
mailed to shareholders on or about March 17, 2004. The Board of Directors of the Company has fixed the close of business on
March 5, 2004, 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 32,553,384 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 Alabama law and the Companys bylaws, a majority of the shares
of common stock entitled to vote, represented in person or by proxy, will
constitute a quorum at a meeting of the shareholders. The holders of shares
represented by proxies reflecting abstentions or broker non-votes are
considered present at the meeting and count toward a quorum. Brokers holding
shares of record
for their customers generally are not entitled to vote on certain matters
unless they receive voting instructions from their customers. When brokers
complete proxy forms, they generally vote on those matters as to which they are
entitled to vote. On those matters as to which brokers are not entitled to vote
without instructions from their customers and have not received such
instructions, brokers generally indicate on their proxies that they lack voting
authority as to those matters, which are referred to as broker non-votes. Under the rules of the New York Stock Exchange, the election of directors
is considered to be a routine matter upon which a brokerage firm that holds a
shareholders shares in its name may vote on the shareholders behalf, even if
the shareholder has not furnished the brokerage firm voting instructions within
a specified period prior to the annual meeting. Under the rules of the New York
Stock Exchange, the reincorporation proposal is not a routine matter and
therefore a brokerage firm that holds a shareholders shares in its name may
not vote on the shareholders behalf unless the shareholder has furnished the
brokerage firm voting instructions within a specified period prior to the
annual meeting. Each of the nominees to be elected to the Board of Directors must receive
the affirmative vote of a majority of the votes cast by the holders of shares
of common stock represented at the annual meeting as part of the quorum. Thus,
abstentions will have no effect on the election of directors. The approval of the reincorporation proposal requires the affirmative vote
of two-thirds of the votes entitled to be cast by the holders of common stock
of the Company. Thus, abstentions and broker non-votes, which will be counted
for purposes of determining a quorum, will have the effect of votes against the
reincorporation proposal. Shares represented by a properly executed proxy on the accompanying form
will be voted at the annual meeting and, when instructions have been given by
the shareholder, will be voted in accordance with those instructions. 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.




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SUMMARY TERM SHEET The following is only a summary of certain information contained in this
document. You should carefully review this entire document along with the
attached exhibits to understand fully the proposal to elect directors and the
reincorporation proposal.  
    
    Proposal to Elect Directors (See page 4):We are proposing to elect
three (3) directors to the Board of Directors for three-year terms
ending in 2007.  
    
    Reincorporation Proposal (See page 7):We are proposing to change the
state of incorporation of Russell Corporation from Alabama to Delaware
by merging Russell Corporation into a wholly owned subsidiary
incorporated in Delaware. The name of the Delaware corporation, which
will be the successor to the Company in the merger, is also Russell
Corporation. Throughout the proxy statement, we refer to our Delaware
subsidiary as Russell Delaware and to the merger as the
reincorporation merger.  
    
    Our Reasons for the Reincorporation Proposal (See page 9):The
primary reason for the reincorporation from Alabama to Delaware is to
obtain the benefits of Delawares comprehensive, widely used and
extensively interpreted corporate law.  
    
    Our Name in Connection with the Reincorporation:Our name will not
change in connection with the reincorporation; we will continue to be
named Russell Corporation. Throughout the proxy statement, we refer to
Russell Corporation, the Delaware corporation, as Russell Delaware or
the surviving corporation and to Russell Corporation, the Alabama
corporation, as Russell Corporation or the Company.  
    
    Effect of Approving the Reincorporation Proposal (See pages 8 and
10):If the shareholders approve the reincorporation proposal, Russell
Corporation and Russell Delaware would effect the reincorporation merger
and, as a result, Russell Corporation would become a Delaware
corporation. A vote in favor of the reincorporation proposal is a vote
in favor of the Agreement and Plan of Merger, dated January 30, 2004, by
and between the Company and Russell Delaware (the merger agreement)
pursuant to which Russell Corporation and Russell Delaware would merge
to effect the reincorporation merger. The proposed reincorporation
merger would NOT result in any change in the business, management,
fiscal year, assets or liabilities or location of the principal
facilities of the Company. Assuming that Russell Corporation and Russell
Delaware effect the reincorporation merger, the directors and officers
of Russell Corporation immediately prior to the effective date of
the reincorporation merger would become the directors and officers of the
surviving corporation.  
    
    Effect of Not Approving the Reincorporation Proposal (See page 8):If
the shareholders do not approve the reincorporation proposal, Russell
Corporation and Russell Delaware would not consummate the merger and
Russell Corporation would continue to operate as an Alabama corporation.  
    
    What You Would Receive in the Reincorporation Merger (See page 7):On
the effective date of the reincorporation merger, your shares of common
stock of Russell Corporation would become an equivalent number of shares
of common stock of the surviving corporation. Each of your shares of
common stock, par value $.01, of Russell Corporation, with respect to
which you have not validly perfected dissenters rights, automatically
would be converted into one share of common stock, par value $.01, of
Russell Delaware. You would not need to exchange your existing stock
certificates for stock certificates of the surviving corporation. -2-




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
    
    Effect of Reincorporation on the Trading of Your Shares of Common
Stock (See page 8):The New York Stock Exchange and the Pacific Exchange
list the common stock of Russell Corporation under the symbol RML. As
soon as reasonably practicable after the reincorporation merger, the New
York Stock Exchange and the Pacific Exchange would list the common stock
of the surviving corporation under the same name and symbol as the New
York Stock Exchange and the Pacific Exchange currently list the common
stock of Russell Corporation.  
    
    Recommendations of the Board of Directors of the Company:The Board
of Directors of the Company recommends that you vote Forthe election
of the Companys three (3) nominees for director. The Board of Directors
of the Company also recommends that you vote Forthe reincorporation
proposal. Approval of the reincorporation proposal would constitute
approval of the merger agreement and therefore of the reincorporation
merger.  
    
    Dissenters Rights (See pages 21 and 22):Under Alabama law,
shareholders are entitled to dissent from the reincorporation merger
and, if the reincorporation merger is consummated, to receive fair
value for their shares in cash by complying with the provisions on
dissenters rights in Alabama law that are set forth in Sections
10-2B-13.01 through 10-2B-13.32 of the Alabama Business Corporation Act.  
    
    Voting of Shares Held in Street Name (See page 1):If you hold your
shares in street name, which means your shares are held of record by a
broker, bank or nominee, your broker, bank or nominee will be permitted,
without your instructions, to vote your shares held in street name on
the proposal relating to the election of directors. Your broker, bank or
nominee will not be permitted, without your instructions, to vote your
shares held in street name on the reincorporation proposal. You should,
therefore, be sure to provide your broker, bank or nominee with
instructions on how to vote your shares on the reincorporation proposal.
Failure to vote, or to instruct your broker, bank or nominee how to vote
any shares held in street name, would have the same effect as a vote
against the reincorporation proposal.  
    
    Tax Effects of the Reincorporation (See page 22):We believe that the
reincorporation merger would be tax free to our shareholders and that
you would be entitled to the same basis in the shares of the surviving
corporation as you had in the shares of common stock of Russell
Corporation.  
    
    Changes in Shareholder Rights (See pages 11-20):If Russell
Corporation and Russell Delaware effect the reincorporation merger,
Delaware law and the certificate of incorporation and bylaws of the
surviving corporation would govern the rights of all shareholders of
Russell Corporation.  
    
    You Should Call our Proxy Solicitor with Questions:If you have
further questions, you may contact Innisfree M&A, our proxy solicitor,
toll-free at (888) 750-5834 from the United States and Canada; for other
international callers, (646) 822-7410. Banks and brokers may call
Innisfree collect at (212) 750-5833. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF THE NOMINEES FOR DIRECTOR (PROPOSAL NO. 1) AND FOR
THE REINCORPORATION PROPOSAL (PROPOSAL NO 2). -3-




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PROPOSAL NO. 1
ELECTION OF DIRECTORS Directors of the Company are divided into three classes, with
approximately one-third of the directors being elected at each annual meeting
for three-year terms. The terms of C.V. Nalley III, John R. Thomas and John A.
White will expire at the annual meeting, and C.V. Nalley III, John R. Thomas
and John A. White have been nominated for reelection at the annual meeting to
serve until the annual meeting of shareholders in 2007 and until their
successors have been duly elected and qualified. Tim Lewis, whose term will
also expire at the annual meeting, is retiring from the Board of Directors and
will not stand for reelection. The Corporate Governance Committee is currently
seeking a candidate to fill the vacancy that will be created by Mr. Lewis
retirement. Proxies cannot be voted for more than three persons, and in the absence of
contrary instructions, shares represented by the proxies will be voted FOR the
election of all nominees for director of the Company listed below. 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 director as the
Board of Directors then recommends. The Board of Directors has no reason to
believe that any of the nominees will be unable to serve or will decline to
serve if elected. Each of the nominees to be elected to the Board of Directors must receive
the affirmative vote of a majority of the votes cast by the holders of shares
of common stock represented at the annual meeting as part of the quorum. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
ELECTION OF ALL THE NOMINEES (PROPOSAL NO. 1). NOMINEES FOR TERMS EXPIRING IN 2007: (PHOTO OF C. V. NALLEY III)  C.V. Nalley III
  Director since 1989Atlanta, Georgia
  Age 61 Mr. Nalley is Chief Executive Officer, Nalley Automotive Group, a
wholly owned subsidiary of the Asbury Automotive Group, Inc., which
consists of automobile and truck sales companies, and has held this
position for more than five years. Mr. Nalley is a member of the Corporate Governance and Management
Development and Compensation Committees of the Board of Directors. (PHOTO OF JOHN R. THOMAS)  John R. Thomas
  Director since 1966Alexander City, Alabama
  Age 66 Mr. Thomas is Chairman, President and Chief Executive Officer of
Aliant Financial Corporation, a bank holding company, and has held
these positions for more than five years. He is a director of Alfa
Corporation, a financial services holding company. Mr. Thomas is a member of the Corporate Responsibility and Management
Development and Compensation Committees of the Board of Directors. (PHOTO OF JOHN A. WHITE)  John A. White
  Director since 1992Fayetteville, Arkansas
  Age 64 Dr. White has been Chancellor of the University of Arkansas since July
1997. He served as Dean of Engineering of the Georgia Institute of
Technology from 1991 to June 1997. He is a director of Motorola, Inc.,
an electronics and communications technology company; Logility, Inc.,
an internet business-to-business service provider; Eastman Chemical
Company, a chemical and plastics manufacturing company; and J.B. Hunt
Transport Services, Inc., a transportation and shipping company. Dr. White is a member of the Audit and Corporate Governance Committees
of the Board of Directors. -4-




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Directors Whose Terms Expire in 2005: (PHOTO OF HERSCHEL M. BLOOM)  Herschel M. Bloom
  Director since 1986Atlanta, Georgia
  Age 60 Mr. Bloom has been a partner in the law firm of King & Spalding for
more than five years. He is a director of Post Properties, Inc., an
upscale apartment developer. Mr. Bloom is Chairperson of the Corporate Governance Committee and a
member of the Executive Committee of the Board of Directors. Mr. Bloom
also serves as the Lead Director. (PHOTO OF RONALD G. BRUNO)  Ronald G. Bruno
  Director since 1992Birmingham, Alabama
  Age 52 Mr. Bruno is President of Bruno Capital Management Corporation, an
investment company, and has held this position for more than five
years. He is a director of SouthTrust Bank and Books-a-Million, Inc.,
a retail book sales company. Mr. Bruno is Chairperson of the Management Development and
Compensation Committee and a member of the Audit Committee of the
Board of Directors. (PHOTO OF MARY JANE ROBERTSON)  Mary Jane Robertson
  Director since 2000Morristown, New Jersey
  Age 50 Ms. Robertson has been Senior Executive Vice President and Chief
Financial Officer for Crum & Forster, a property and casualty
insurance group, since 1999. Ms. Robertson is a director of Crum &
Forster Holding Inc., and several of its subsidiary companies. She was
previously Senior Vice President and Chief Financial Officer of
Capsure Holdings Corp., an insurance products company. Ms. Robertson is the Chairperson of the Audit Committee and a member
of the Corporate Governance Committee of the Board of Directors. Directors Whose Terms Expire in 2006: (PHOTO OF JOHN F. WARD)  John F. Ward
  Director since 1998Atlanta, Georgia
  Age 60 Mr. Ward was elected President and Chief Executive Officer of the
Company effective March 31, 1998, and Chairman of the Board of
Directors effective April 22, 1998, and presently serves as Chairman
of the Board of Directors and Chief Executive Officer. Prior to being
elected to such positions, Mr. Ward was President of J. F. Ward Group,
Inc., a consulting firm specializing in the 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. Ward is a director of
Marmot Mountain Ltd., a high-end outdoor apparel and equipment
company, and is a member of the executive committee of the Metro
Atlanta Chamber of Commerce. He is a member of the advisory board of
the Robert C. Goizueta Business School at Emory University. Mr. Ward is Chairperson of the Executive Committee of the Board of Directors. -5-




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(PHOTO OF MARGARET M. PORTER)  Margaret M. Porter
  Director since 1997Birmingham, Alabama
  Age 53 Ms. Porter currently serves on the boards of The National Association
of Childrens Hospitals and Related Institutions, The Community
Foundation of Greater Birmingham, the Eyesight Foundation of Alabama,
Inc., McWane Center and AmSouth Birmingham Bank. Ms. Porter formerly
served as Mayor of Mountain Brook, Alabama, and from 1992 to 1997, as
founding Chairman of McWane Center in Birmingham, Alabama. McWane
Center is a non-profit organization which promotes public
understanding of science, technology and the environment and serves as
a statewide resource for Alabama schools. Ms. Porter is also the
immediate past Chairman of the Board of Trustees of the Childrens
Health System of Alabama. Ms. Porter is the Chairperson of the Corporate Responsibility
Committee of the Board of Directors. As previously indicated, Tim Lewis is retiring from the Companys Board of
Directors at this years Annual Meeting after nine years of dedicated service.
The Company is grateful for the many contributions Mr. Lewis has made to our
success and we extend our very best wishes to him and his family. -6-




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PROPOSAL NO. 2
REINCORPORATION PROPOSAL Introduction For the reasons set forth in Principal Reasons for the Reincorporation
Proposal on pages 9 and 10 of this proxy statement, the Board of Directors of
the Company believes that it is advisable and in the best interests of the
Company and its shareholders to change the state of incorporation of the
Company from Alabama to Delaware. The Company proposes to accomplish the
reincorporation in Delaware by merging the Company into one of the Companys
wholly owned subsidiaries that is incorporated in Delaware (the
reincorporation merger). The name of the Delaware corporation, which will be
the successor to the Company in the reincorporation merger, is also Russell
Corporation. This proxy statement refers to Russell Corporation, the Alabama
corporation, as Russell Corporation or the Company and to Russell
Corporation, the Delaware corporation, as Russell Delaware or the surviving
corporation. Russell Delaware was incorporated under Delaware law on August 10, 2001
under the name Russell Corporation. The address and phone number of Russell
Delaware are the same as the address and phone number of the Company. As of the
date and time immediately prior to the effective date of the reincorporation
merger, if the reincorporation merger is effected, Russell Delaware will not
have any material assets or liabilities and will not have carried on any
material business. As discussed in Principal Reasons for the Reincorporation Proposal,
management believes that reincorporation in Delaware is beneficial to the
Company because Delaware corporate law is more comprehensive, widely used and
extensively interpreted than other state corporate laws, including Alabama
corporate law. Management also believes that Delaware law is better suited than
Alabama law to protect shareholders interests in the event of an unsolicited
takeover attempt. The Company, however, is not aware that any person is
currently attempting to acquire control of the Company, to obtain
representation on the Board of Directors of the Company or take any action that
would materially affect the governance of the Company. The Reincorporation Merger The reincorporation merger would be effected pursuant to the merger
agreement in substantially the form attached as Exhibit A. Upon completion of
the reincorporation merger, the Company would cease to exist as a corporate
entity and Russell Delaware, which would be the surviving corporation, would
continue to operate the business of the Company under the name Russell
Corporation. The discussion of the reincorporation merger set forth below is
qualified in its entirety by reference to the attached merger agreement. Pursuant to the merger agreement, each outstanding share of common stock,
par value $.01 per share, of Russell Corporation would be converted
automatically into one share of common stock, par value $.01 per share, of
Russell Delaware upon the effective date of the reincorporation merger. Each
stock certificate representing issued and outstanding shares of common stock of
Russell Corporation would continue to represent the same number of shares of
common stock of Russell Delaware. If Russell Corporation and Russell Delaware
effect the reincorporation merger, shareholders of Russell Corporation would
not need to exchange their existing stock certificates of Russell Corporation
for stock certificates of Russell Delaware.Shareholders may, however, exchange
their certificates if they choose to do so. Assuming that Russell Corporation
and Russell Delaware effect the reincorporation merger, the surviving
corporation may decide to issue substitute stock certificates in the future to
replace the current certificates that are outstanding. If the surviving
corporation were to decide to issue substitute stock certificates, the
surviving corporation would notify its shareholders. Pursuant to the merger agreement, Russell Corporation and Russell Delaware
promise to take all actions that Delaware law and Alabama law require for
Russell Corporation and Russell Delaware to effect the reincorporation merger.
Russell Delaware also promises to qualify to do business as a foreign
corporation in the -7-




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states in which Russell Corporation is qualified to do
business before
Russell Corporation and Russell Delaware effect the reincorporation
merger. The merger agreement provides that the respective obligations of Russell
Corporation and Russell Delaware under the merger agreement are subject to the
following conditions:  
    
    The shareholders of Russell Corporation and the sole shareholder of
Russell Delaware have approved or adopted, as the case may be, the
merger agreement;  
    
    No court or governmental authority, whether by statute, rule,
regulation, executive order, decree, ruling, injunction or other order,
has prohibited, restrained, enjoined or restricted the consummation of
the reincorporation merger; and  
    
    The New York Stock Exchange and the Pacific Exchange have approved
for listing the common stock of the surviving corporation. The New York Stock Exchange and the Pacific Exchange list the common stock
of Russell Corporation under the symbol RML. As soon as reasonably
practicable after the reincorporation merger, the New York Stock Exchange and
the Pacific Exchange would list the common stock of the surviving corporation
under the same name and symbol as the New York Stock Exchange and the Pacific
Exchange currently list Russell Corporation. If Russell Corporation and Russell Delaware effect the reincorporation
merger, all employee benefit plans (including stock option and other
equity-based plans) of Russell Corporation would be continued by the surviving
corporation, and each stock option and other equity-based award issued and
outstanding pursuant to such plans would be converted automatically into a
stock option or other equity-based award with respect to the same number of
shares of common stock of the surviving corporation, upon the same terms and
subject to the same conditions as set forth in the applicable plan under which
the award was granted and in the agreement reflecting the award. If the shareholders of Russell Corporation approve the reincorporation
merger, the Company and Russell Delaware plan to effect the reincorporation
merger as soon as practicable after the annual meeting. The merger agreement
provides that the Board of Directors of either Russell Corporation or Russell
Delaware may abandon the reincorporation merger for any reason, notwithstanding
shareholder approval. If the shareholders do not approve the reincorporation
merger, Russell Corporation and Russell Delaware would not consummate the
merger and Russell Corporation would continue to operate as an Alabama
corporation. Under Alabama law, shareholders of Russell Corporation have the right to
dissent with respect to the reincorporation proposal and to receive from the
Company payment in cash of the fair value of their shares of common stock of
Russell Corporation if Russell Corporation and Russell Delaware consummate the
reincorporation merger. See Rights of Dissenting Shareholders on pages 21 and
22 of this proxy statement. Vote Required for the Reincorporation Proposal Alabama law requires the affirmative vote of two-thirds of the votes
entitled to be cast by the holders of common stock of Russell Corporation to
approve the merger agreement pursuant to which Russell Corporation and Russell
Delaware would effect the reincorporation merger. A vote in favor of the
reincorporation proposal is a vote to approve the merger agreement and
therefore the reincorporation merger. A vote in favor of the reincorporation
proposal is also effectively a vote in favor of the Restated Certificate of
Incorporation of Russell Delaware and the Amended and Restated Bylaws of
Russell Delaware. If the shareholders approve the merger agreement and the
reincorporation merger becomes effective, the Restated Certificate of
Incorporation of Russell Delaware (Delaware Certificate) and the Amended and
Restated Bylaws of Russell Delaware (Delaware Bylaws) in effect immediately
prior to the effective date of the reincorporation merger would respectively -8-




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become the certificate of incorporation and bylaws of the surviving
corporation. The Delaware Certificate includes the certificate of designation
that sets forth the designation and relative rights, preferences and
limitations of the Series A Junior Participating Preferred Stock of Russell
Delaware (Certificate of Designation). See Amendment of Rights Agreement
immediately below. The Delaware Certificate, the Certificate of Designation and
the Delaware Bylaws are attached as Exhibits B, C and D, respectively. Amendment of Rights Agreement The Company entered into a Rights Agreement with SunTrust Bank, Atlanta,
on September 15, 1999, whereby one right was issued for each outstanding share
of common stock. Each right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $.01 per share, of the Company at a price of $85 per one
one-hundredth of a share. Upon certain events relating to the acquisition
of, or right to acquire, beneficial ownership of the Companys outstanding
common stock by a third party, or a change in control of the Company, the
rights entitle the holder to acquire, after the rights are no longer redeemable
by the Company, shares of common stock for each right held at a significant
discount to market. The rights are redeemable under certain circumstances at
$.01 per right and will expire, unless earlier redeemed or extended, on October
25, 2009. If the shareholders approve the reincorporation proposal, the Company has
determined to amend the Rights Agreement immediately prior to the effective
date of the reincorporation merger in order to preserve the continued
effectiveness of the Rights Agreement for the benefit of Russell Delaware and
its shareholders. The Company also has determined to amend the Rights Agreement
as of the effective date of the reincorporation merger to remove the provision
in the Rights Agreement that prevents rights from being redeemed for 180 days
following a change in a majority of the Board of Directors as a result of a
proxy contest. As a result of the amendment of the Rights Agreement, the rights
could be immediately redeemed following a change in the majority of the Board
of Directors of Russell Delaware as a result of a proxy contest. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
REINCORPORATION PROPOSAL Principal Reasons for the Reincorporation Proposal The Company was originally incorporated in Alabama on March 7, 1902. The
incorporators chose to incorporate in the State of Alabama because the laws of
Alabama were suitable for the Companys operations at the time. For many years,
Delaware has followed a policy of encouraging incorporation in Delaware and, in
furtherance of that policy, has been the leader in adopting, construing and
implementing comprehensive, flexible corporate laws that are responsive to the
legal and business needs of the corporations organized under Delaware law.
Unlike most states, including Alabama, Delaware has established progressive
principles of corporate governance that the Company could draw upon when making
business and legal decisions. In addition, any direct benefit that Delaware law
provides to corporations indirectly benefits the shareholders, who are the
owners of the corporations. Because Delaware law is responsive to the needs of
shareholders, Delaware law also directly benefits shareholders. For these
reasons, the Company has determined that Delaware law would better suit the
current needs of the Company and its shareholders than Alabama law does. To take advantage of Delawares flexible and responsive corporate laws,
many corporations choose to incorporate initially in Delaware or choose to
reincorporate in Delaware as Russell Corporation proposes to do. In general,
the Company believes that Delaware provides a more appropriate and flexible
corporate and legal environment in which to operate than currently exists in
the State of Alabama and that the Company and its shareholders would benefit
from such an environment. The Board of Directors of the Company has considered -9-




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the following benefits available to Delaware corporations in deciding to
propose reincorporation in Delaware:  
    
    the General Corporation Law of the State of Delaware, which is
generally acknowledged to be the most advanced and flexible corporate
statute in the country;  
    
    the responsiveness and efficiency of the Division of Corporations of
the Secretary of State of Delaware, which uses modern computer
technology;  
    
    the Delaware General Assembly, which each year considers and adopts
statutory amendments that the Corporation Law Section of the Delaware
State Bar Association proposes in an effort to ensure that the corporate
statute continues to be responsive to the changing needs of businesses;  
    
    the Delaware Court of Chancery, which handles complex corporate
issues with a level of experience and a degree of sophistication and
understanding unmatched by any other court in the country, and the
Delaware Supreme Court, which is highly regarded; and  
    
    the well-established body of case law construing Delaware law, which
has developed over the last century and which provides businesses with a
greater degree of predictability than most, if not all, other
jurisdictions provide. Additionally, management believes that, as a Delaware corporation, Russell
Corporation would be better able to continue to attract and retain qualified
directors and officers than it would be able to as an Alabama corporation, in
part, because Delaware law provides more predictability with respect to the
issue of liability of directors and officers than Alabama law does. The
increasing frequency of claims against directors and officers that are
litigated has greatly expanded the risks to directors and officers of
exercising their
respective duties. The amount of time and money required to respond to and
litigate such claims can be substantial. Although Alabama law and Delaware law
both permit a corporation to include a provision in the corporations articles
or certificate, as the case may be, of incorporation that in certain
circumstances reduces or limits the monetary liability of directors for
breaches of their fiduciary duty of care, Delaware law, as stated above,
provides to directors and officers more predictability than Alabama does and,
therefore, provides directors and officers of a Delaware corporation a greater
degree of comfort as to their risk of liability than that afforded under
Alabama law. Anti-Takeover Implications Delaware, like many other states, permits a corporation to include in its
certificate of incorporation or bylaws or to otherwise adopt measures designed
to reduce a corporations vulnerability to unsolicited takeover attempts. The
Board of Directors of the Company, however, is not proposing the
reincorporation merger to prevent a change in control of the Company and is not
aware of any present attempt by any person to acquire control of the Company or
to obtain representation on the Companys Board of Directors. The Board of
Directors of the Company has no current plans to implement any defensive
strategies to enhance the ability of the Board of Directors to negotiate with
an unsolicited bidder. With respect to implementing defensive strategies, Delaware law is
preferable to Alabama law because of the substantial judicial precedent on the
legal principles applicable to defensive strategies. As an Alabama corporation
or a Delaware corporation, Russell Corporation could implement some of the same
defensive measures. As a Delaware corporation, however, Russell Corporation
would benefit from the predictability of Delaware law on such matters. No Change in the Board Members, Business, Management, Employee Benefit Plans
or Location of Principal Facilities of the Company The reincorporation proposal would effect only a change in the legal
domicile of the Company and certain other changes of a legal nature, the most
significant of which are described in this proxy statement. The proposed -10-




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reincorporation merger would NOT result in any change in the business,
management, fiscal year, assets or liabilities, employee benefit plans, or
location of the principal facilities of the Company. Assuming that Russell
Corporation and Russell Delaware effect the reincorporation merger, the
directors and officers of Russell Corporation immediately prior to the
effective date of the reincorporation merger would become the directors and
officers of the surviving corporation. All employee benefit plans (including
stock option and other equity-based plans) of Russell Corporation would be
continued by the surviving corporation, and each stock option and other
equity-based award issued and outstanding pursuant to such plans would
automatically be converted into a stock option or other equity-based award with
respect to the same number of shares of the surviving corporation, upon the
same terms and subject to the same conditions as set forth in the applicable
plan under which the award was granted and in the agreement reflecting the
award. Approval of the reincorporation proposal would constitute approval of
the assumption of these plans by the surviving corporation. Assuming Russell
Corporation and Russell Delaware effect the reincorporation merger, the
surviving corporation would continue other employee benefit arrangements of
Russell Corporation upon the terms and subject to the conditions currently in
effect. Comparison of Shareholder Rights Before and After the Reincorporation Merger There are significant similarities between the Delaware Certificate and
Russell Corporations Restated Articles of Incorporation (Alabama Articles).
For example, both the Delaware Certificate and the Alabama Articles provide for
the authorization of 150 million shares of common stock and 10 million shares
of preferred stock and a classified Board of Directors that is divided into
three classes. In addition, the Delaware Certificate and Delaware Bylaws
contain certain provisions that will enable shareholders of Russell Delaware to
have rights similar to those that are automatically applicable to Russell
Corporation under Alabama law but that are not required by Delaware law. For
example, under Alabama law, holders of 10% of a companys shares have the right
to call special meetings of shareholders; shareholders of Russell Delaware will
have this same right under the Delaware Bylaws. In addition, under Alabama law,
shareholders have the right to take action in lieu of a meeting by unanimous
written consent; shareholders of Russell Delaware will have this same right
under the Delaware Certificate. Set forth below is a table that summarizes some of the most significant
differences in the rights of the shareholders of the Company before and after
the reincorporation merger is effective as a result of the differences between
Alabama law, the Alabama Articles and the Alabama Bylaws, on the one hand, and
Delaware law, the Delaware Certificate and the Delaware Bylaws, on the other
hand. The summary of the differences is significant because if the shareholders
of Russell Corporation approve the reincorporation proposal and the
reincorporation merger becomes effective, the Delaware Certificate and the
Delaware Bylaws in effect immediately prior to the effective date of the
reincorporation merger would become the certificate of incorporation and bylaws
of the surviving corporation. As
previously stated, the Delaware Certificate, the Certificate of
Designation, which is part of the Delaware Certificate, and the Delaware Bylaws
are attached as Exhibits B, C and D, respectively. All statements in this proxy
statement concerning such documents are qualified by reference to the complete
provisions of the documents. In addition to the changes described below,
certain technical changes have been made to the Delaware Certificate and the
Delaware Bylaws to reflect insignificant differences between Delaware law and
Alabama law. The table below is not intended to be relied upon as an exhaustive
list of all differences or a complete description of the differences, and is
qualified in its entirety by reference to Alabama law, Delaware law, the
Alabama Articles and Alabama Bylaws, and the Delaware Certificate and Delaware
Bylaws. -11-




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RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,An Alabama Corporation
    
    A Delaware CorporationSize of Board of
Directors
    
    Alabama law requires that a corporation that has a
classified board of directors must have at least nine
individuals on its board of directors. As a result,
the Alabama Articles and the Alabama Bylaws have fixed
the number of members of the Board of Directors to a
range of 9 to 15 persons (except that this range may
be increased if the terms of any preferred stock
issued by the Company allow the holders of the
preferred stock to elect additional directors). The
Board of Directors may adopt through a majority vote a
resolution to fix the exact number of directors within
the range of directors.
    
    Unlike Alabama law, Delaware law does not require that a
corporation that has a classified board of directors have a
minimum number of directors. As a result, the Delaware
Certificate and the Delaware Bylaws have fixed the number
of members of the Board of Directors to a range of 7 to 15
persons (except that this range may be increased if the
terms of any preferred stock issued by Russell Delaware
allow the holders of the preferred stock to elect
additional directors). The Board of Directors may adopt
through a majority vote a resolution to fix the exact
number of directors within the range of directors.The Company has determined to fix the range of the number of
members of the Board of Directors of Russell Delaware to 7 to 15
persons to provide Russell Delaware with greater flexibility to
determine the size of its Board of Directors than Russell
Delaware would have if the range of the number of members of the
Board of Directors of Russell Delaware were 9 to 15 persons.Removal of
Directors
    
    As permitted by Alabama law, the Alabama Articles
provide directors may be removed without cause with
the affirmative vote of 75% of the outstanding shares
entitled to vote. The Alabama Articles provide that
directors may be removed with cause in the manner
provided by law. Under Alabama law, any director may
be removed with cause if the votes shareholders cast
in favor of removal exceed the votes cast against it.
    
    The Delaware Certificate includes the same standard for
removing directors without cause as the Alabama Articles
contain. With respect to removal with cause, however, the
Delaware Certificate is consistent with the requirement of
Delaware law that removal of directors requires the vote of
a majority of the outstanding shares entitled to vote. 
Therefore, shareholders of Russell Delaware, which will have a
classified Board of Directors, will be able to remove directors
for cause by the majority vote of the outstanding shares entitled
to vote and without cause by the affirmative vote of 75% of the
outstanding shares entitled to vote.
 -12-




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RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,An Alabama Corporation
    
    A Delaware CorporationAlabama law provides a statutory mechanism for
removing directors by
judicial proceedings. In such proceedings, a court may
remove a director if the court finds that (i) the
director engaged in fraudulent or dishonest
conduct, or gross abuse of authority or
discretion, with respect to the corporation and
(ii) removal of the director is in the best
interest of the corporation. A corporation or
shareholders holding 10% or more of the
outstanding shares of the corporation may commence
such judicial proceedings.
    
    Delaware law does not provide a statutory
mechanism for removing directors by judicial
proceedings.Filling Vacancies On the
Board of Directors
    
    Under Alabama law, a board of directors may fill
vacancies on a companys board of directors but may
only fill vacancies resulting from an increase in the
number of directors if a companys articles of
incorporation permit the board of directors to do so.
Alabama law also provides that shareholders may fill
vacancies on a board of directors, whether resulting
from an increase in the number of directors or
otherwise. The Alabama Articles provide that the
Board of Directors or the Companys shareholders may
fill vacancies resulting from an increase in the
number of directors.
    
    The Delaware Certificate provides that the Board of
Directors of Russell Delaware may fill vacancies on
Russell Delawares Board of Directors (including
vacancies resulting from an increase in the number of
directors). The Delaware Certificate also provides
that, subject to the rights of the holders of any
series of preferred stock that is outstanding,
shareholders may fill any vacancy on the Board of
Directors of Russell Delaware, including vacancies
that result from an increase in the number of
directors.Consistent with Alabama law, the Alabama Articles
provide that if a director is elected to fill a
vacancy, the director would serve
a term that expires at the next shareholders
meeting at which directors are elected, even if the
director is elected to replace a director with a
term that does not expire at the next shareholders
meeting.
    
    As required by Delaware law, the Delaware Certificate provides
that if a director is elected to fill a vacancy, the director
would serve a term that expires upon the next election of the
class for which the director is chosen.
 -13-




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RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,An Alabama Corporation
    
    A Delaware CorporationApproval of Certain
Transactions With
Interested
Shareholders; Business
Combination Statute
    
    The Alabama Articles provide that certain business
combinations with interested shareholders
(generally defined as persons who beneficially own
10% or more of the Companys outstanding voting
stock) may not be effected, unless (i) a majority of
the disinterested directors approve the business
combination (either specifically or as a transaction
that is within an approved category of transactions),
(ii) the business combination meets certain
requirements designed to ensure that price and
procedure are fair, or (iii) the shareholders
authorize the business combination by the affirmative
vote of at least 75% of the total voting power of the
Company.
    
    The Delaware Certificate does not include the
provisions on business combinations with interested
shareholders that the Alabama Articles include
because Section 203 of the General Corporation Law of
the State of Delaware offers protections similar to
the protections currently contained in the Alabama
Articles. 
Section 203 prohibits certain mergers,
consolidations, sales of assets and other
transactions with an interested shareholder
(generally a shareholder or group of shareholders
that owns 15% or more of the outstanding voting stock
of a corporation) for three years following the date
the shareholder became an interested shareholder.
This prohibition on mergers, consolidations, sales of
assets and other transactions is subject to the
following exceptions: (i) the business combination or
transaction in which the shareholder becomes an
interested shareholder is approved by the
corporations board of directors prior to the
shareholder becoming an interested shareholder; (ii)
the business combination is with an interested
shareholder who became an interested shareholder in a
transaction whereby he acquired 85% of the
corporations voting stock, excluding shares held by
directors who are also officers and certain employee
stock plans; or (iii) the business combination is
approved by the corporations board of directors and
authorized at a meeting by the affirmative vote of at
least 662/3% of the outstanding voting stock that is
not owned by the interested shareholder.Section 203 applies to Delaware corporations that
have a class of voting stock listed on a national
securities exchange, authorized for quotation on the
NASDAQ Stock Market, or held of record by more than
2,000 shareholders. Assuming Russell Corporation and
Russell Delaware effect the reincorporation merger,
Section 203 would apply to the surviving corporation
because stock of the surviving corporation would be
listed on the New York Stock Exchange.
 -14-




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RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,An Alabama Corporation
    
    A Delaware CorporationAmendments to
the Charter
    
    Under Alabama law, Russell Corporation
 may generally amend its
articles of incorporation if the votes cast
in favor of the amendment exceed the votes
cast against the amendment. The Alabama
Articles, however, provide that amendments
to provisions in the Alabama Articles that
relate to the Board of Directors and
business combinations with interested
shareholders require the affirmative vote of 75%
of the outstanding shares entitled to vote.
    
    Under Delaware law, Russell Delaware may
generally amend its certificate of
incorporation upon the approval of a majority of the
outstanding stock entitled to vote. Similar
to the Alabama Articles, the Delaware
Certificate provides that in certain
circumstances amendments require the
affirmative vote of 75% of the outstanding
shares entitled to vote. Under the Delaware
Certificate, amendments to the provisions in
the Delaware Certificate relating to the
Board of Directors, shareholder action by
written consent and the ability of the Board
of Directors to amend the Delaware Bylaws
will all require the affirmative vote
of 75% of the outstanding shares entitled to
vote.Limitation or
Elimination of
Directors
Personal Liability
    
    The Alabama Articles contain a provision
limiting the liability of directors in
accordance with Alabama law. Under Alabama
law, if a corporations articles of
incorporation so provide, the liability of a
director to the corporation or its
shareholders for money damages for any
action taken, or any failure to take any
action, as a director, may be eliminated or
limited, except liability for (a) the amount
of financial benefit received by a director
to which such director is not entitled, (b)
an intentional infliction of harm on the
corporation or its shareholders, (c) the
payment of unlawful dividends, stock
repurchases or redemptions, (d) an
intentional violation of criminal law, or
(e) a breach of the directors duty of
loyalty to the corporation or its
shareholders.
    
    The Delaware Certificate contains a
provision limiting the liability of its
directors in accordance with Delaware law.
Under Delaware law, if a corporations
certificate of incorporation so provides,
the personal liability of a director for
breach of fiduciary duty as a director may
be eliminated or limited. A corporations
certificate of incorporation, however, may
not limit or eliminate a directors personal
liability (a) for any breach of the
directors duty of loyalty to the
corporation or its shareholders, (b) for
acts or omissions not in good faith or
involving intentional misconduct or a
knowing violation of law, (c) for the
payment of unlawful dividends, stock
repurchases or redemptions, or (d) for any
transaction in which the director received
an improper personal benefit.Constitutional
Provisions
    
    The Alabama Constitution requires
shareholder approval for a company to
increase its stock or bonded indebtedness or
to issue preferred stock.
    
    The Delaware Constitution does not have
provisions analogous to the constitutional
provisions in Alabama.Section 234 of the Alabama Constitution
provides that the stock and bonded
indebtedness of a corporation shall not be
increased without the consent of the persons
holding the larger amount in value
 -15-




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RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,An Alabama Corporation
    
    A Delaware Corporationof stock, which consent shall be obtained at
a meeting of shareholders where notice of
such meeting has been provided more than 30
days in advance of such meeting. At a
special meeting of shareholders held in
2001, however, the Companys shareholders
authorized the Board of Directors to
increase the bonded indebtedness of the
Company without additional shareholder
approval.Section 237 of the Alabama Constitution
provides that a corporation may not issue
preferred stock without the consent of the
owners of two thirds of the stock of the
corporation. The Alabama Articles, however,
permit the Board of Directors of the Company
from time to time to create, authorize and
issue preferred stock without shareholder
approval.Shareholder
Voting
    
    Under Alabama law, action on a matter
generally is approved if a quorum is present
and the votes cast in favor of the action
exceed the votes cast against the action,
unless Alabama law or a corporations
articles of incorporation require a greater
number of affirmative votes; however, under
Alabama law, unless the corporations
articles of incorporation provide otherwise,
directors are elected by a majority of the
votes cast by the shares entitled to vote in
the election at a meeting at which a quorum
is present when the vote is taken.
    
    Under Delaware law, in the absence of a
specification in the corporations
certificate of incorporation or bylaws, once
a quorum is obtained, the affirmative vote
of a majority of shares present in person or
represented by proxy and entitled to vote on
the subject matter is required for
shareholder action; however, under Delaware
law directors are elected by a plurality of
votes present in person or represented by
proxy and entitled to vote on the election
of directors.With certain exceptions, Alabama law
requires that a merger, share exchange, sale
of all or substantially all of a
corporations assets or similar transaction
be approved by a vote of two thirds of the
votes entitled to be cast on the
transaction, unless the corporations
articles of incorporation provide for a
greater or lesser vote.


The exceptions under Alabama law to the
voting requirements for mergers are
substantially similar to the exceptions
under Delaware law.
    
    Delaware law generally requires that a
merger or sale of assets be approved by a
vote of a majority of the shares outstanding
and entitled to vote on the transaction.
However, Delaware law does not require a
vote of the shareholders of the surviving
corporation in a merger (unless the
corporation provides otherwise in its
certificate of incorporation) if (a) the
merger agreement does not amend the existing
certificate of incorporation, (b) each share
of the stock of the surviving corporation
outstanding immediately before the effective
date of the merger is an identical
outstanding
 -16-




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RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,An Alabama Corporation
    
    A Delaware Corporationor treasury share after the merger, and (c)
either no shares of common stock of the
surviving corporation and no shares,
securities or obligations convertible into
such stock are to be issued or delivered
under the plan of merger, or the authorized
and unissued shares or the treasury shares
of common stock of the surviving corporation
to be issued or delivered under the plan of
merger plus those initially issuable upon
conversion of any other shares, securities
or obligations to be issued or delivered
under such plan do not exceed 20% of the
shares of common stock of such constituent
corporation outstanding immediately prior to
the effective date of the merger.Dissenters Rights
of Appraisal
    
    Alabama law generally affords dissenters
rights of appraisal with respect to a
merger, share exchange, sale of all or
substantially all of a corporations assets
and, to the extent the articles of
incorporation of a corporation so provide,
certain amendments to the articles of
incorporation that materially and adversely
affect shareholders rights. For a
description of dissenters rights available
to shareholders of the Company under Alabama
law, see Rights of Dissenting
Shareholders, on pages 21 and 22 and
Exhibit E, which is attached to this proxy
statement.
    
    Delaware law generally affords dissenters
rights of appraisal with respect to stock of
a corporation in a merger or consolidation.
Delaware law, however, does not afford
dissenters rights of appraisal with respect
to (a) a sale of assets, (b) stock of a
corporation surviving a merger if no vote of
the shareholders is required to approve the
merger under the circumstances set forth
above in the section of this table entitled
Shareholder Voting or (c) stock of a
corporation in a merger or consolidation if
the stock is (i) listed on a national
securities exchange or designated as a
national market system security or (ii)
widely held (by more than 2,000
shareholders); provided, however that the
holders of stock described in clauses (c)(i)
or (c)(ii) will be entitled to dissenters
rights if such holders are required to
accept for shares anything except stock in
the surviving corporation or stock in any
other corporation that is listed on a
national securities exchange or designated
as a national market system security or
widely held.
 -17-




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RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,An Alabama corporation
    
    A Delaware corporationInspection of
Shareholders List
    
    Alabama law requires that the list of
shareholders entitled to notice of a meeting
be available for inspection by any
shareholder beginning two business days
after notice of the meeting is given and
continuing through the meeting. Under
Alabama law, a corporation must make the
list available at the corporations
principal office or, if the principal office
is not located within Alabama, at the
corporations registered office in Alabama.
    
    Delaware law requires that the list of
shareholders entitled to vote at a meeting
be available for inspection by any
shareholder in the period beginning 10 days
prior to the meeting and continuing through
the meeting. Delaware law, however, only
permits inspection of the list for a purpose
germane to the meeting. Under Delaware law,
a corporation must make the list available
on a reasonably accessible electronic
network or during ordinary business hours at
the principal place of business of the
corporation.Dissolution
    
    Under Alabama law, a corporation may
voluntarily dissolve itself if the board of
directors of the corporation by a majority
vote recommends dissolution to the
shareholders and shareholders approve a
proposal to dissolve the corporation by the
affirmative vote of two thirds of the votes
of each class entitled to vote on the
proposal.
    
    Under Delaware law, a corporation may
voluntarily dissolve itself if the board of
directors adopts by a majority vote a
resolution that dissolution is advisable and
shareholders approve a proposal to dissolve
the corporation by a majority vote of the
outstanding stock of the corporation
entitled to vote on the proposal.Interested
Director
Transactions
    
    Under Alabama law, a conflicting interest
with respect to a corporation means
an interest a director of a corporation has with respect
to a transaction effected or
proposed to be effected by the corporation
or by a subsidiary if the director knows
that the director, a person related to the
director or an entity affiliated with the
director is a party to the transaction or
has a beneficial interest in or so closely
linked to the transaction and of such
financial significance to the director or
such other person that the interest would
reasonably be expected to exert an influence
on the directors judgment if the director
were called upon to vote on the transaction.
A transaction that involves such a
conflicting interest may not be enjoined,
set aside, or give rise to an award of
damages or other sanctions, in a proceeding
by a shareholder or by or in the right of
the corporation, because the director, or
any person with whom or which he or she has
a personal, economic, or other association,
has an interest in the transaction, if (i)
the
    
    What constitutes a transaction with a conflicting interest
is broader under Alabama law than what constitutes a comparable
transaction under Delaware law. Under Delaware law, certain
contracts or transactions in which one or
more of a corporations directors have an
interest are not void or voidable solely
because of such interest, provided that the
contract or transaction is fair at the time
it is authorized, is ratified by the
corporations shareholders after disclosure
of the relationship or interest, or is
authorized in good faith by a majority of
the disinterested members of the board of
directors or a committee thereof after
disclosure of the relationship or interest.
Delaware law permits an interested director
to be counted in determining whether a
quorum of the directors is present at the
meeting approving the transaction, and
further provides that the contract or
transaction shall not be void or voidable
solely because an interested directors vote
is counted at the meeting that authorizes
the transaction.
 -18-




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RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,An Alabama corporation
    
    A Delaware corporationtransaction received the affirmative vote of
a majority (but no fewer than two) of
qualified directors on the board of
directors or on a committee of the board who
voted on the transaction after disclosure to
them; (ii) a majority of the votes entitled
to be cast by the holders of all qualified
shares are cast in favor of the transaction
after notice to shareholders describing the
directors conflicting interest transaction;
or (iii) the transaction, judged according
to the circumstances at the time the
corporation entered into a commitment with
respect thereto, is established to have been
fair to the corporation.For purposes of the foregoing, qualified
director means, with respect to a
directors conflicting interest transaction,
any director who does not have either a
conflicting interest respecting the
transaction or a familial, financial,
professional or employment relationship with
a second director who does have a
conflicting interest respecting the
transaction. A majority (but no fewer than
two) of all the qualified directors on the
board of directors, or on the committee,
constitutes a quorum for purposes of action
that complies with the foregoing and
directors action that otherwise complies
with the foregoing is not affected by the
presence or vote of a director who is not a
qualified director. Qualified shares mean
any shares entitled to vote with respect to
the directors conflicting interest
transaction except shares that are
beneficially owned (or the voting of which
is controlled) by a director who has a
conflicting interest respecting the
transaction or by a related person of the
director, or both. A majority of the votes
entitled to be cast by the holders of all
qualified shares constitute a quorum for
purposes of action that complies with the
foregoing.Examination of
Books and
Records
    
    Under Alabama law, a shareholder of an
Alabama corporation or of a foreign
corporation with its principal office
located in Alabama has the right to inspect
and copy certain records, including the
corporations articles of incorporation and
bylaws, designated by Alabama law. Alabama
law requires that a person be a shareholder
of record for at least 180 days or be the
holder of
    
    Under Delaware law, any shareholder of
record with a proper purpose has the right
to inspect a copy stock ledgers and other
books and records of a Delaware corporation.
Under Delaware law, a proper purpose is a
purpose reasonably related to such persons
interest as a shareholder.
 -19-




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RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,An Alabama corporation
    
    A Delaware corporationrecord of at least 5% of all outstanding
shares of a corporation and have a proper
purpose for the inspection to have the right
to inspect other records, including the
minutes of board of directors meetings and
shareholder records.Dividends and
Repurchases of
Shares
    
    Under Alabama law and unless otherwise
restricted by a corporations articles of
incorporation, a corporation may not make
any distribution (including dividends,
whether in cash or other property, and
repurchases of its shares) if, after making
such distribution, (i) the corporation would
not be able to pay its debts as they become
due in the usual course of business or (ii)
the corporations total assets would be less
than the sum of its total liabilities plus
(unless the articles of incorporation
provide otherwise) the amount that would be
needed, if the corporation were to be
dissolved, to satisfy the preferential
rights of shareholders whose preferential
rights are superior to those receiving the
distribution.
    
    Delaware law permits a corporation to
declare and pay dividends out of surplus or,
if there is no surplus, out of net profits
for the fiscal year in which the dividend is
declared and/or for the preceding fiscal
year as long as the amount of capital of the
corporation following the declaration and
payment of the dividend is not less than the
aggregate amount of the capital represented
by the issued and outstanding stock of all
classes having a preference upon the
distribution of assets. In addition,
Delaware law generally provides that a
corporation may redeem or repurchase its
shares only if the capital of the
corporation is not impaired and such
redemption or repurchase would not impair
the capital of the corporation.
 Accounting Treatment of the Reincorporation Merger The reincorporation merger would be accounted for as a reverse merger
whereby, for accounting purposes, the Company would be considered the acquiror
and the surviving corporation would be treated as the successor to the
historical operations of the Company. Accordingly, the historical financial
statements of the Company, which the Company previously reported to the
Securities and Exchange Commission on Forms 10-K and 10-Q, among other forms,
as of and for all periods through the date of this proxy statement, would be
treated as the financial statements of the surviving corporation. Regulatory Approval To the Companys knowledge, the only required regulatory or governmental
approval or filings necessary in connection with the consummation of the
reincorporation merger would be the filing of articles of merger with the
Secretary of State of Alabama and the filing of a certificate of merger with
the Secretary of State of Delaware. -20-




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Rights of Dissenting Shareholders Alabama law provides that a shareholder of the Company may dissent from
the reincorporation merger and obtain payment for the fair value of his or her
shares of common stock. The following is a summary of Sections 10-2B-13.01
through 10-2B-13.32 of the Alabama Business Corporation Act (the Alabama
Dissent Provisions), the relevant text of which is set forth as Exhibit E to
this proxy statement. Under the Alabama Dissent Provisions, a shareholder of the Company may
dissent from the reincorporation merger by utilizing the following procedures:
(i) the dissenting shareholder must deliver to the Company, prior to the vote
being taken on the reincorporation merger at the annual meeting, written notice
of his or her intent to demand payment for his or her shares of common stock if
Russell Corporation and Russell Delaware effect the reincorporation merger (the
notice requirement); and (ii) the dissenting shareholder must not vote in
favor of the reincorporation proposal (or submit a proxy that results in a vote
in favor of the reincorporation proposal). As long as a shareholder fulfills
the notice requirement described in (i) above, the shareholders failure to
vote on the reincorporation proposal would not constitute a waiver of his or
her right to demand payment. A shareholder who does not satisfy the procedures
set forth in (i) and (ii) above waives his or her right to demand payment. A
vote against the reincorporation proposal does not satisfy the procedures set
forth in (i) and (ii) above. If the shareholders approve the reincorporation proposal, the Company must
deliver written notice of such approval to each dissenting shareholder (the
written dissenters notice), which must be sent not later than 10 days after
the date Russell Corporation and Russell Delaware effect the reincorporation
merger, assuming Russell Corporation and Russell Delaware do so, and the
dissenting shareholder must make a demand for payment of the fair value of his
or her shares of common stock in accordance with the terms of the written
dissenters notice, which demand must be received by the Company by a date to
be specified by the Company in the written dissenters notice, which date shall
be not fewer than 30 nor more than 60 days after the date on which the written
dissenters notice is delivered. Within 20 days after a shareholder makes a formal demand for payment, each
shareholder demanding payment shall submit the certificate or certificates
representing his or her shares of common stock to the Company for notation
thereon by the Company that such demand has been made. The failure to submit
the shares of common stock for such notation shall, at the option of the
Company, terminate the shareholders rights under the Alabama Dissent
Provisions unless a court of competent jurisdiction, for good and
sufficient cause, shall otherwise direct. Once a shareholder makes a
formal demand for payment, he or she may not withdraw his or her demand unless
the Company consents to such withdrawal. Under the Alabama Dissent Provisions, a record shareholder may dissent as
to fewer than all of the shares of common stock registered in his or her name
only if he or she dissents with respect to all shares of common stock
beneficially owned by any one person and notifies the Company in writing of the
name and address of each person on whose behalf he or she asserts dissenters
rights. The rights of a partial dissenter are determined as if the shares of
common stock to which he or she dissents and his or her other shares of common
stock were registered in the names of different shareholders. Upon the date Russell Corporation and Russell Delaware effect the
reincorporation merger, or upon receipt by the Company of a demand for payment,
the Company must offer to pay each dissenting shareholder who has properly
complied with the Alabama Dissent Provisions the amount estimated by the
Company to be the fair value of the shares of common stock held by each such
dissenting shareholder, plus accrued interest. Such offer must be accompanied
by, among other information, the Companys balance sheet as of the end of the
fiscal year ending not more than 16 months before the date of the offer, an
income statement for that year, the latest available interim financial
statements, if any, a statement of the Companys estimate of the fair value of
the shares, and an explanation of how the interest was calculated. If any
dissenting shareholder accepts such offer of payment, then such dissenting
shareholder must surrender to the Company the certificate or certificates
representing his or her shares of common stock. Upon receipt by the Company of
the certificate or certificates, the Company shall pay such dissenting
shareholder the fair value of his or her shares, plus accrued interest, and -21-




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##### 



such dissenting shareholder will cease to have any interest in the shares. If,
however, a dissenting shareholder does not accept the Companys offer of
payment, then such dissenting shareholder must, within 30 days after the
Company offered payment for his or her shares of common stock, notify the
Company in writing of his or her own estimate of the fair value of his or her
shares of common stock and amount of interest due, and demand payment of such
estimate, or reject the Companys offer and demand the fair value of his or her
shares of common stock and interest due. If this demand by a dissenting
shareholder remains unsettled for 60 days, then the Company must commence a
proceeding in the circuit court of Tallapoosa County, Alabama to determine the
fair value of the shares of common stock and accrued interest. If the Company
does not commence this proceeding within the 60-day period, then the Company
must pay each dissenting shareholder whose demand remains unsettled the amount
demanded. The Company must make all dissenting shareholders whose demands
remain unsettled parties to this proceeding. In such proceeding, the court may,
if it so elects, appoint one or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. The Company must pay
each dissenting shareholder the amount found to be due after final
determination of the proceedings. Upon payment of such judgment and surrender
to the Company of the certificate or certificates representing the appraised
shares, the dissenting shareholder will cease to have any interest in the
shares of common stock. The costs and expenses of any such dissent proceeding will be determined
by the court and will be assessed against the Company, but costs and expenses
may be assessed against all or some of the dissenting shareholders, in such
amounts as the court deems equitable, to the extent the court finds such
dissenting shareholders acted arbitrarily, vexatiously or not in good faith in
demanding payment after receiving an offer of payment from the Company. The
court may also assess the reasonable fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable (a) against
the Company and in favor of any or all dissenting shareholders if the court
finds that the Company did not substantially comply with the requirements of
the Alabama Dissent Provisions, or (b) against either the Company or a
dissenting shareholder, in favor of any other party, if the court finds that
the party against whom the fees and expenses are assessed acted arbitrarily,
vexatiously or not in good faith with respect to the rights provided by the
Alabama Dissent Provisions. If the court finds that the services of counsel for
any dissenting shareholder were of substantial benefit to the other dissenting
shareholders similarly situated, and that the fees for the services should not
be assessed against the Company, the court may award such counsel reasonable
fees to be paid out of the amounts awarded to dissenting shareholders who were
benefited. The foregoing is only a summary of the Alabama Dissent Provisions, and is
qualified in its entirety by reference to the provisions thereof, the text of
which is set forth as Exhibit E to this proxy statement. Each shareholder of
the Company is urged to carefully read the full text of the Alabama Dissent
Provisions. Certain Federal Income Tax Consequences The Company has been advised by its counsel, Skadden, Arps, Slate, Meagher
& Flom LLP, that, for federal income tax purposes, no gain or loss would be
recognized by the holders of the common stock of Russell Corporation as a
result of the consummation of the reincorporation merger and no gain or loss
would be recognized by Russell Corporation or Russell Delaware. In addition,
counsel has advised the Company that each former holder of common stock of
Russell Corporation would have the same basis in the common stock of the
surviving corporation received by such person pursuant to the reincorporation
merger as such holder had in the common stock of Russell Corporation held by
such person immediately prior to the consummation of the reincorporation
merger, and such persons holding period with respect to such common stock of
the surviving corporation would include the period during which such holder
held the corresponding common stock of Russell Corporation, provided the latter
was held by such person as a capital asset immediately prior to the
consummation of the reincorporation merger. State, local or foreign income tax consequences to shareholders may vary
from the federal tax consequences described above. SHAREHOLDERS SHOULD CONSULT
THEIR OWN TAX ADVISERS AS TO THE EFFECT OF THE REINCORPORATION MERGER UNDER
APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAX LAWS. -22-




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##### 



BENEFICIAL OWNERSHIP Security Ownership of Executive Officers and Directors The following table sets forth information regarding beneficial ownership
of the Companys common stock by each director, the executive officers named in
the Summary Compensation Table on page 36, and the directors and executive
officers of the Company as a group, all as of March 5, 2004: Amount and Nature of Beneficial OwnershipSole Voting
    
    OptionsAnd
    
    Exercisable
    
    Other
    
    Total
    
    PercentInvestment
    
    Within
    
    Beneficial
    
    Beneficial
    
    ofIndividual or Group
    
    Power
    
    60 Days
    
    Ownership
    
    Ownership
    
    Class (4)John F. Ward
    
    
    87,250
    
    
    
    1,146,212
    
    
    
    615,960
    (1)(2)
    
    
    1,849,422
    
    
    
    5.69
    %Herschel M. Bloom
    
    
    10,106
    
    
    
    16,468
    
    
    
    0
    
    
    
    26,574
    
    
    
    *Ronald G. Bruno
    
    
    15,785
    
    
    
    16,468
    
    
    
    0
    
    
    
    32,253
    
    
    
    *Tim Lewis
    
    
    2,420
    
    
    
    16,468
    
    
    
    0
    
    
    
    18,888
    
    
    
    *C.V. Nalley III
    
    
    24,267
    
    
    
    24,446
    
    
    
    0
    
    
    
    48,713
    
    
    
    *Margaret M. Porter
    
    
    4,839
    
    
    
    16,468
    
    
    
    0
    
    
    
    21,307
    
    
    
    *Mary Jane Robertson
    
    
    3,336
    
    
    
    30,168
    
    
    
    0
    
    
    
    33,504
    
    
    
    *John R. Thomas
    
    
    108,493
    
    
    
    16,468
    
    
    
    490,120
    (3)
    
    
    615,081
    
    
    
    1.89
    %John A. White
    
    
    12,402
    
    
    
    16,468
    
    
    
    0
    
    
    
    28,870
    
    
    
    *Jonathan R. Letzler
    
    
    33,268
    
    
    
    275,000
    
    
    
    0
    
    
    
    308,268
    
    
    
    *JT Taunton, Jr.
    
    
    11,204
    
    
    
    69,900
    
    
    
    0
    
    
    
    81,104
    
    
    
    *Floyd G. Hoffman
    
    
    3,837
    
    
    
    110,000
    
    
    
    600,960
    (2)
    
    
    714,797
    
    
    
    2.20
    %Matthew C. Mirchin
    
    
    5,926
    
    
    
    5,000
    
    
    
    0
    
    
    
    10,926
    
    
    
    *Robert D. Martin
    
    
    5,967
    
    
    
    75,000
    
    
    
    0
    
    
    
    80,967
    
    
    
    *All Executive Officers and Directors
as a group (28 persons)
    
    
    394,845
    
    
    
    2,061,992
    
    
    
    1,707,040
    
    
    
    4,163,877
    
    
    
    12.80
    %
   *
    
    Represents less than one percent (1%).(1)
    
    Includes 15,000 shares owned by Mr. Wards spouse.(2)
    
    Includes 600,960 shares held by the Companys pension plan, of which
Messrs. Ward and Hoffman are trustees and with respect to which they share
voting rights. Messrs. Ward and Hoffman disclaim beneficial ownership with
respect to such shares.(3)
    
    Includes (i) 32,372 shares held by a trust of which Mr. Thomas is one of
three trustees, (ii) 454,248 shares owned indirectly by Mr. Thomas as general
and limited partner in two limited partnerships, and (iii) 3,500 shares owned
by Mr. Thomas spouse.(4)
    
    For purposes of determining Percent of Class, options exercisable within
sixty days are added to total shares outstanding. -23-




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##### 



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 5,
2004: Name and Address
    
    Amount and Nature of
    
    Percentof Beneficial Owner
    
    Beneficial Ownership
    
    of Class (9)Roberta A. Baumgardner
755 Lee Street
P.O. Box 272
Alexander City, Alabama 35011-0272
    
    3,987,021 shares (1)
    
    
    12.3
    %Benjamin Russell
755 Lee Street
P.O. Box 272
Alexander City, Alabama 35011-0272
    
    3,391,417 shares (2)
    
    
    10.4
    %Edith L. Russell
755 Lee Street
P.O. Box 272
Alexander City, Alabama 35011-0272
    
    3,357,949 shares (3)
    
    
    10.3
    %Nancy R. Gwaltney
755 Lee Street
P.O. Box 272
Alexander City, Alabama 35011-0272
    
    3,347,271 shares (4)
    
    
    10.3
    %Barclays Global
Investors, N.A.
45 Fremont Street
San Francisco, California 94105
    
    2,100,597 shares (5)
    
    
    6.5
    %John F. Ward
3330 Cumberland Blvd.
Suite 800
Atlanta, Georgia 30339
    
    1,849,422 shares (6)
    
    
    5.7
    %Dimensional Fund Advisers Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
    
    1,738,900 shares (7)
    
    
    5.4
    %NFJ Investment Group L.P.
2121 San Jancinto Street
Suite 1840
Dallas, Texas 75201
    
    1,763,150 shares (8)
    
    
    5.4
    %
   (1)
    
    Includes 641,072 shares as to which Mrs. Baumgardner has sole voting and
investment power and 3,345,949 shares as to which Mrs. Baumgardner has shared
voting and investment power pursuant to a trust created under the will of
Benjamin C. Russell, of which Mrs. Baumgardner is one of four trustees.(2)
    
    Includes (i) exercisable options to acquire 16,468 shares and (ii)
3,374,949 shares as to which Mr. Russell has shared voting and investment
power, consisting of (A) 3,345,949 shares held by a trust created under the
will of Benjamin C. Russell, of which Mr. Russell is one of four trustees, (B)
25,000 shares held by the Adelia Russell Charitable Foundation, of which Mr.
Russell is one of three trustees, and (C) 4,000 shares held by a profit sharing
plan, of which Mr. Russell is one of two trustees. -24-




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##### 



(3)
    
    Includes 12,000 shares as to which Mrs. Russell has sole voting and
investment power, and 3,345,949 shares held by a trust created under the will
of Benjamin C. Russell, of which Mrs. Russell is one of four trustees, and with
respect to which Mrs. Russell has shared voting and investment power.(4)
    
    Includes 3,345,949 shares held by a trust created under the will of
Benjamin C. Russell, of which Mrs. Gwaltney is one of four trustees and with
respect to which Mrs. Gwaltney has shared voting and investment power; and
1,322 shares as to which Mrs. Gwaltney has sole voting and investment power.(5)
    
    From Schedule 13G filed with the Securities and Exchange Commission on
February 13, 2004, which states that Barclays Global Investors, N.A. and three
other affiliated companies have sole voting power with respect to 1,869,249
shares, sole dispositive power with respect to 1,869,249 shares, and shared
voting and dispositive power with respect to no shares.(6)
    
    Includes 15,000 shares owned by Mr. Wards spouse, options which are
exercisable within 60 days to acquire 1,146,212 shares, and 600,960 shares held
by the Companys pension plan, of which Mr. Ward is a trustee and with respect
to which he shares voting rights. Mr. Ward disclaims beneficial ownership with
respect to the shares held by the Companys pension plan.(7)
    
    From Schedule 13G filed with the Securities and Exchange Commission on
February 6, 2004, which states that Dimensional Fund Advisors, Inc., in its
capacity as investment advisor or manager, has sole voting and dispositive
power with respect to 1,738,900 shares, and shared voting and dispositive power
with respect to no shares.(8)
    
    From Schedule 13G filed with the Securities and Exchange Commission on
February 13, 2004, which states that NFJ Investment Group L.P., in its capacity
as investment adviser, has sole voting power with respect to 1,155,700 shares,
shared voting power with respect to 607,450, sole dispositive power with
respect to 1,763,150 shares and shared dispositive power with respect to no
shares.(9)
    
    For purposes of determining Percent of Class, options exercisable within
sixty days are added to total shares outstanding. BOARD OF DIRECTORS Determinations Regarding Director Independence In February 2004, the Board of Directors adopted the Companys Corporate
Governance Principles and Practices(the Governance Principles). The
Governance Principlescan be found on the Investor Relations section of the
Companys website (www.russellcorp.com). A copy also may be obtained by written
request submitted to Floyd G. Hoffman, Secretary, Russell Corporation, 3330
Cumberland Boulevard, Suite 800, Atlanta, Georgia 30339. Pursuant to the Governance Principles, and in compliance with the new
corporate governance listing standards of the New York Stock Exchange, the
Board of Directors undertook its annual review of director independence in
February 2004. During this review, the Board of Directors considered
transactions and relationships between each director or any member of his or
her immediate family or companies or entities with which the director is
affiliated and the Company and its subsidiaries and affiliates, including those
reported under Transactions with Management and Others and Certain Business
Relationships on page 29 of this proxy statement. The Board of Directors also
examined transactions and relationships between directors or their affiliates
and members of the Companys senior management or their affiliates. The purpose
of this review was to determine whether any such relationships or transactions
were inconsistent
with a determination that a director is independent. In the course of its
review, the Board of Directors considered the following relationships:  
    
    the Company in 2003 paid legal fees to King & Spalding, a law firm in
which Mr. Bloom is a partner, of approximately $591,000; -25-




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##### 




    
    the Company in 2003 paid legal fees to Bradley Arant Rose & White, a law
firm in which Ms. Porters son-in-law is a partner, of approximately
$708,000;
    
    Crum & Forster, Ms. Robertsons employer, provided third-party liability
insurance to the Company several years ago and may be making payments to
claimants or defending the Company in connection with any claims that the
insurance may cover;
    
    in 2003 the Company paid interest and fees to Aliant Bank, which is a
subsidiary of Aliant Financial Corporation, where Mr. Thomas is Chairman,
President and Chief Executive Officer, of approximately $166,000; and
    
    the Company in 2003 paid fees to Adjoined Consulting, Inc., a firm in
which Mr. Whites son is an officer, of approximately $172,000. In each case, the Board of Directors considered all of the relevant facts and
circumstances, including the dollar amounts involved and the nature of the
relationship between the director and the organization to which such payments
were made. As a result of this review, the Board of Directors affirmatively
determined that, other than Mr. Ward, the Companys Chairman and Chief
Executive Officer, none of the directors has a material relationship with the
Company nor any relationship that would preclude his or her independence under
the listing standards of the New York Stock Exchange. Lead Director Herschel M. Bloom serves as the Companys Lead Director and chairs
meetings of the non-management directors. To contact Mr. Bloom, or the
non-management directors as a group, see Communicating with Directors on page
30 of this proxy statement. Committees of the Board of Directors; Meetings The Board of Directors has standing Executive, Management Development and
Compensation, Audit, Corporate Governance, and Corporate Responsibility
committees. The members of each committee are indicated on pages 4 through 6 of
this proxy statement. The Executive Committee is authorized to act in place of the Board of
Directors between meetings of the Board of Directors. The Committee held five
meetings during 2003. The Management Development and Compensation Committee has overall
responsibility for designing, approving and evaluating the Companys executive
compensation plans, policies and programs, including determining and approving
the compensation of the Companys Chief Executive Officer. The Committee
operates under a written charter adopted by the Companys Board of Directors,
which is available on the Investor Relations section of the Companys website
at (www.russellcorp.com). A copy also may be obtained by written request
submitted to Floyd G. Hoffman, Secretary, Russell Corporation, 3330 Cumberland
Boulevard, Suite 800, Atlanta, Georgia 30339. The Committee held six meetings
during 2003. The Audit Committee appoints the Companys independent accountants and
reviews the audit plan, annual financial statements and audit results prior to
press releases and the filing on Form 10-K. The Committee also reviews the
interim financial statements with management and independent auditors prior to
filings on Form 10-Q and press releases. The Committee discusses with the
independent auditors their independence from management of the Company and the
matters included in the written disclosures required by the Independence
Standards Board. The Committee has adopted a formal written charter, as
revised in February 2004, that specifies the Audit Committees
responsibilities. A copy of the revised charter is attached to this proxy
statement as Exhibit F and is available on the Investor Relations section of
the Companys website at (www.russellcorp.com). -26-




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##### 



A copy may also be obtained by written request submitted to Floyd G. Hoffman,
Secretary, Russell Corporation, 3330 Cumberland Boulevard, Suite 800, Atlanta,
Georgia 30339. The Audit Committee is composed of three directors, Ms. Robertson, Mr.
Bruno and Dr. White, who meet the new audit committee independence requirements
of the New York Stock Exchange. Mr. Bloom resigned from the Committee as of
March 1, 2004. The Board of Directors has determined that Ms. Robertson, the
chair of the Committee, is qualified as an audit committee financial expert
within the meaning of SEC regulations and that all of the Committee members
meet the financial literacy requirements of the New York Stock Exchange. Dr.
White currently serves on the audit committees of four other public companies.
Under the Audit Committee Charter, a Committee member may not simultaneously
serve on the audit committees of more than two other public companies unless
the Board affirmatively determines that such simultaneous service does not
impair the ability of the member to effectively serve on the Committee. The
Board of Directors has determined that Dr. Whites simultaneous service on the
four other audit committees does not impair his ability to effectively serve on
the Committee. The Committee held eight meetings during 2003. The Corporate Governance Committee (i) evaluates the composition of the
Board of Directors, assists the Board of Directors in identifying qualified
candidates for director and recommends candidates for election to the Companys
Board of Directors; (ii) conducts an annual appraisal of the performance of the
Board of Directors as a whole and the performance of individual members of the
Board of Directors; (iii) recommends director nominees for each of the
committees of the Board of Directors; and (iv) develops and implements policies
and practices for the Company relating to corporate governance in accordance
with applicable law and regulations and the Companys Governance Principles.
The Committee operates under a written charter adopted by the Companys Board
of Directors and has replaced the Nominating Committee formerly maintained by
the Board of Directors. The Charter of the Corporate Governance Committee is
available on the Investor Relations section of the Companys website at
(www.russellcorp.com). A copy also may be obtained by written request submitted
to Floyd G. Hoffman, Secretary, Russell Corporation, 3330 Cumberland Boulevard,
Suite 800, Atlanta, Georgia 30339. The Committee is composed of four directors
who are not officers of the Company and who meet the independence requirements
of the New York Stock Exchange. The Committee held three meetings during 2003. The Corporate Responsibility Committee provides oversight and guidance
concerning the Companys obligations to its employees and the communities in
which it operates. The Committee held two meetings in 2003. During the year ended January 3, 2004, the Board of Directors held five
regular and two special meetings. Each member of the Board of Directors
attended at least 75% of the meetings of the Board of Directors and the
committees of which he/she is a member. It is traditional that the Company
holds a Board of Directors meeting immediately prior to the annual meeting of
shareholders, and all directors are invited and encouraged to attend the annual
meeting of shareholders. All members of the Board of Directors attended the
Companys 2003 annual meeting. Process for Selecting Nominees for the Board of Directors The Corporate Governance Committee of the Board of Directors makes
director recommendations to the full Board of Directors for appointments to
fill vacancies of any unexpired term on the Board of Directors and to recommend
nominees for submission to shareholders for approval at the time of the annual
meeting. When formulating its director recommendations, the Corporate
Governance Committee may consider advice and recommendations from others,
including Company shareholders, as it deems appropriate. The Corporate
Governance Committee has the responsibility to extend any offer to a new
director candidate to serve on the Board of Directors. The Company does not set specific criteria for directors but believes that
candidates should show evidence of leadership in their particular field, have
broad business experience and the ability to exercise sound business judgment.
In selecting directors, the Board of Directors generally seeks a combination of
active or former Chief -27-




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##### 



Executive Officers or senior officers of major businesses and leading
academics. The Board of Directors also considers, among other factors, a
nominees reputation for integrity and ethical dealings and a willingness to
devote adequate time and effort to the responsibilities of the Board of
Directors. The Corporate Governance Committee identifies potential nominees by asking
current directors and executive officers to notify the Committee if such
directors and officers become aware of persons who meet the criteria described
above. Examples of potential nominees include individuals who are currently
serving or have retired as chief executive officers or chief financial officers
of public companies or from government or military service. The Committee also,
from time to time, may engage firms that specialize in identifying director
candidates. As described below, the Committee will also consider candidates
recommended by shareholders. Once a potential candidate has been identified by the Corporate Governance
Committee, the Committee may collect and review publicly available information
regarding the person to assess whether the person should be considered further.
If the Committee determines that the candidate warrants further consideration,
the Chairperson or another member of the Committee would contact the person.
Generally, if the person expresses a willingness to be considered and to serve
on the Board of Directors, the Committee would request information from the
candidate, review factors bearing on the persons independence from the
Company, review the persons accomplishments and qualifications relative to the
accomplishments and qualifications of any other candidates that the Committee
might be considering, and conduct one or more interviews with the candidate. In
certain instances, members of the Committee may contact references provided by
the candidate, other members of the business community or other persons that
may have greater first-hand knowledge of the candidates accomplishments. The
Committee would employ the same evaluation process if a candidate was to be
recommended by a shareholder. Shareholders who submit to the Company evidence of their share ownership
may recommend candidates for the Board of Directors. Recommendations of
candidates for the Board of Directors submitted by shareholders will be
considered by the Corporate Governance Committee if the Company receives such
recommendations not less than 120 days prior to the anniversary date of the
Companys most recent annual meeting. The names of such candidates, along with
biographical information, should be submitted to Floyd G. Hoffman, Secretary,
Russell Corporation, 3330 Cumberland Boulevard, Suite 800, Atlanta, Georgia
30339. Audit Committee Report In connection with the performance of its responsibilities under its
charter, the Audit Committee has reviewed and discussed with both management
and the Companys independent auditors all annual and quarterly financial
statements prior to their issuance during fiscal 2003 and has reviewed
significant accounting and disclosure issues with management and the Companys
independent auditors. In addition, the Audit Committee has reviewed key
initiatives and programs designed to strengthen the effectiveness of the
Companys internal control structure. As part of this process, the Committee
has monitored the scope and adequacy of the Companys internal auditing
program, including staffing levels and steps taken to improve the Companys
internal procedures and controls. Also, the Audit Committee has:  
    
    Reviewed and discussed the audited financial statements of the
Company with management;
    
    Discussed with the independent auditors the matters required to be
discussed by the Statement on Auditing Standards No. 61 (Communication
with Audit Committees);
    
    Received from the independent auditors written disclosures and the
letter regarding the auditors independence required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and discussed with the auditors their independence,
including a review of audit and non-audit fees paid to the independent
auditor; and -28-




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##### 




    
    Recommended, based upon the review and discussion noted above, to
the Board of Directors that the audited financial statements be
included in the Companys Annual Report on Form 10-K for the year ended
January 3, 2004, for filing with the Securities and Exchange
Commission. Audit CommitteeMary Jane Robertson, ChairpersonHerschel M. Bloom*Ronald G. BrunoJohn A. White
 *   As indicated above, Mr. Bloom resigned from the Audit Committee as of March 1, 2004. Compensation of Directors Under the Russell Corporation 2000 Non-Employee Directors Compensation
Plan, as amended (the 2000 Directors Plan), each non-employee director
receives a quarterly retainer of $8,750 and, with respect to service for years
ending with the annual meeting in 2003, an annual option to purchase shares of
common stock with a value equivalent to $25,000, exercisable for ten years at a
price equal to the market value of the common stock on the date of the annual
meeting. Effective January 1, 2003, a stock retainer deferral account (a
deferral account) was established for each non-employee director in lieu of
stock options. Immediately following each annual meeting each non-employee
directors deferral account will be credited with shares of common stock having
a market value of $25,000. In addition, on each dividend payment date with
respect to the common stock, each deferral account will be credited with
additional shares of common stock equal to the number of shares of common stock
which could be acquired with the dividends paid on the shares of common stock
in the deferral account based on the market value of such shares on such date.
The shares in a deferral account will be paid to a non-employee director on the
earlier of the first anniversary of the date such director ceased to be a
director of the Company or the day after such director ceased to be a director
following such director reaching age 70. Effective January 1, 2003, those
non-employee directors serving in the following capacities receive the
following additional annual cash retainers: Chairperson of the Audit Committee
 $10,000; members of the Audit Committee  $5,000; and Lead Director 
$5,000. The 2000 Directors Plan allows a non-employee director to elect to
receive the cash retainer fees payable to such director in (i) shares of common
stock or (ii) shares of common stock deposited to a deferral account. 323,194
shares of common stock are presently authorized to be issued under the 2000
Directors Plan, including those shares of common stock remaining under the
Russell Corporation 1997 Non-Employee Directors Stock Grant, Stock Option and
Deferred Compensation Plan. 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 Forms 3, 4 and 5 were timely filed during fiscal year 2003,
with the exception of one late Form 3 filing by Julio Barea and two late Form 4
filings relating to one sale by a family trust on August 20, 2003 and another
sale on August 21, 2003, which were reportable by the beneficial owners,
Benjamin Russell, Edith Russell and Roberta Baumgardner, and were reported by
each on a Form 4 filed on August 26, 2003. Transactions with Management and Others and Certain Business Relationships The Company entered into a fuel supply contract with Russell Lands,
Incorporated (Lands) on May 21, 1975, under which Lands 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. The Company renewed the contract for the fiscal year ended January
3, 2004. 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, who was a director of the Company -29-




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##### 



until the annual meeting of shareholders in 2003, is Chairman, Chief Executive
Officer and a director of Lands, and owns beneficially approximately 70% of the
equity interest in such company. Management believes this contract is in the
best interests of the Companys shareholders. During the fiscal year ended
January 3, 2004, the Company paid Lands approximately $1,100,000 for wood
materials to operate these boilers. The Company purchased miscellaneous building materials and supplies from
Russell Do-It Center, a building supply retailer. Russell Do-It Center is a
division of Lands. Management believes these purchases were in the best
interests of the Companys shareholders. During the fiscal year ended January
3, 2004, the Company paid Russell Do-It Center approximately $50,000 for the
purchases described above. Herschel Bloom, who is a director of the Company, is a partner in the law
firm of King & Spalding, which performed legal services for the Company during
the fiscal year ended January 3, 2004, for which the Company paid approximately
$591,000 during such fiscal year. The Company entered into a consulting agreement with Adjoined Consulting,
Inc. (Adjoined) on July 16, 2003, under which Adjoined is assisting the
Company with various information systems related projects. Dr. John Whites son
is a vice president of Adjoined. Management believes this contract is in the
best interests of the Companys shareholders. During the fiscal year ended
January 3, 2004, the Company paid Adjoined approximately $172,000 for services
under the agreement. Margaret Porters son-in-law is a partner in the law firm of Bradley Arant
Rose & White, which performed legal services for the Company during the fiscal
year ended January 3, 2004, for which the Company paid approximately $708,000
during such fiscal year. Conduct Guidelines and Code of Conduct The Company has Business Conduct Guidelines, which are applicable to all
employees and executive officers of the Company, including the Companys Chief
Executive Officer, Chief Financial Officer and Controller. The Board of
Directors has a separate Directors Code of Conductthat contains provisions
specifically applicable to the directors. Both the Business Conduct Guidelines
and the Directors Code of Conductare available on the Investor Relations
section of the Companys website at (www.russellcorp.com) or copies may be
obtained by written request submitted to Floyd G. Hoffman, Secretary, Russell
Corporation, 3330 Cumberland Boulevard, Suite 800, Atlanta, Georgia 30339. The Company intends to satisfy any disclosure requirements regarding
amendments to, or waivers from, any provision of the Business Conduct
Guidelinesor the Directors Code of Conductby posting such information on the
Investor Relations section of the Companys website at (www.russellcorp.com). Communicating with Directors Shareholders and other interested parties may communicate directly with
the Lead Director and with the non-management directors as a group by writing
to Herschel M. Bloom, Esq., Russell Corporation Lead Director, at King &
Spalding, 191 Peachtree Street, N.E., 47th Floor, Atlanta, Georgia 30303-1763,
or by calling the Companys reporting hotline toll-free at 1-877-774-3367. MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION The Management Development and Compensation Committee The Management Development and Compensation Committee of the Board of
Directors is responsible for establishing the compensation policy and
administering the compensation programs for the Companys executive -30-




---



##### 



officers and other key employees. The Management Development and Compensation
Committee is comprised of the four individuals listed below, all of whom, in
the opinion of the Board of Directors, meet the independence requirements of
the New York Stock Exchange, are non-employee directors pursuant to SEC Rule
16b-3, and are outside directors for purposes of Section 162(m) of the
Internal Revenue Code. All of the members of the Management Development and
Compensation Committee served throughout fiscal year 2003, except that John R.
Thomas has served as a member of the Management Development and Compensation
Committee since July 2003. In fiscal year 2003, the Board did not modify or
reject in any material way any recommendation or action of the Management
Development and Compensation Committee. 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 bonus) and
    
    long-term incentives (performance shares and other stock-based
incentives). The Management Development and Compensation Committees philosophy is to
provide total compensation at a level that is consistent with its size and
performance relative to other leading branded athletic, outdoor and activewear
companies. These companies include many of those in the Value Line Apparel
Index used in the performance graph on page 35. The Management Development and
Compensation Committee periodically reviews the reasonableness of total
compensation levels using public information from comparable company proxy
statements and annual reports as well as survey information from third-party
industry surveys and independent executive compensation consulting firms. The Management Development and Compensation Committee believes that the
Companys overall financial performance should be an important factor in the
total compensation of the Companys executive officers. At the executive
officer level, the Management Development and Compensation Committee has a
policy that a significant portion of the total compensation should consist of
variable, performance-based components, such as performance share awards and
annual incentive bonuses, which can increase or decrease to reflect changes in
corporate and individual performances. These incentive compensation programs
are intended to reinforce managements commitment to the enhancement of
profitability and shareholder value. The Management Development and Compensation Committee takes into account
various qualitative and quantitative indicators of Company and individual
performance in determining the level and composition of compensation for the
chief executive officer and other executive officers. While the Management
Development and Compensation Committee considers such Company performance
measures as asset management and earnings per share, the Management Development
and Compensation Committee does not apply any specific quantitative formula in
making compensation decisions. However, certain awards, such as performance
shares, are based on specific Company performance measures. The Management
Development and Compensation Committee also appreciates the importance of
achievements that may be difficult to quantify and, accordingly, recognizes
qualitative factors, such as successful supervision of major corporate
projects, demonstrated leadership ability and management of diversity. Annual Compensation Base Salary. The Management Development and Compensation Committee
annually reviews and approves base salaries for the Companys executive
officers, considering the responsibilities of their positions, their individual
performance, their competitive position relative to comparable companies, the
Companys financial performance, 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. -31-




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##### 



Annual Incentive Bonus. Executive officers are eligible to receive annual cash incentive awards under provisions of the Executive Incentive Plan. Under this Plan, the Management Development and Compensation Committee established Earnings Per Share Growth, Sales
Growth, Asset Management and Diversity goals for executive officers. The maximum incentive opportunity is established and communicated to each participant, along with the performance scale under which incentive awards are earned. Threshold performance levels are also
established for each goal, below which no incentive award is paid. Individual standards of performance that are agreed upon at the beginning of each year provide each participant the opportunity to earn incentive awards based upon the accomplishment of strategic and tactical
objectives. Long-Term Compensation The Management Development and Compensation Committee believes that stock-based incentives are among the most effective ways of linking executives with the interests of the shareholders. In fiscal 2003, the Management Development and Compensation Committee shifted
the primary focus of the Companys long-term compensation program from stock options to performance shares. The Management Development and Compensation Committee believes that performance share awards are a better way to provide equity compensation to employees that is less
subject to market volatility. The Companys performance share program provides for the earning of shares of common stock if the Company achieves specified performance objectives established at the time of the award, and vesting is contingent on continued employment for a
specified period. The Management Development and Compensation Committee in February 2003 approved the grant of long-term incentive awards in the form of performance shares to certain officers, executives and key managers. The purpose of the grant was to further align the interests
of these employees with those of our shareholders by basing the number of performance shares earned by these employees on the extent to which the Companys cumulative earnings per share (as determined in accordance with the performance share award program) over the
performance period exceeds preset earnings per share goals. The goals set were designed to be aggressive in order to focus those employees who received awards on building the long-term success of the Company. Thus, each of these employees will earn a specified number of
shares if the Company achieves the earnings per share goals, and the value to the employee of the shares earned will be based on the share price at the time the shares are earned. In furtherance of its objective to shift from stock options, the Management Development and
Compensation Committee, in February 2004, approved the grant of a long-term incentive award in the form of (i) performance shares based on the attainment of cumulative earnings per share goals over the performance period and (ii) restricted stock, which vests based upon
continuing service over a specified time period, to certain officers, executives and key managers. Eighty percent (80%) of the grant is in the form of performance shares and twenty percent (20%) is in the form of restricted stock. Stock Ownership
Guidelines The Management Development and Compensation Committee believes that stock ownership by the management team is essential to a strong linkage between management and the shareholders. The Management Development and Compensation Committee in February 2003 approved
revised Stock Ownership Guidelines that outline the minimum stock ownership expectations for the officer group. Each officer is expected to be in compliance with the guidelines within five years of becoming covered by the guideline. However, corporate officers at the time of
the Management Development and Compensation Committees approval of the revised Guidelines have three years to be in compliance. -32-




---



##### 



Chief Executive Officer As it does each year, the Management Development and Compensation
Committee approved the compensation of John F. Ward, Chairman and Chief
Executive Officer. His compensation principally consists of base salary, annual
bonus and stock-based incentive awards. The Management Development and
Compensation Committee made the following decisions regarding Mr. Wards
compensation: ANNUAL COMPENSATION  
    
    Base Salary. In February 2003, the Management Development and
Compensation Committee approved an increase of Mr. Wards annual salary
for 2003 by $35,000 to $810,000 or 4.9% based on an assessment of
competitive practices, the Companys financial performance in 2002 and
the assessment by the Management Development and Compensation Committee
of Mr. Wards individual performance.As with other executive officers,
the salary range for Mr. Ward is targeted at the median of the
competitive marketplace.  
    
    Annual Incentive. The Management Development and Compensation
Committee awarded Mr. Ward an annual incentive payment for 2003 equal
to $100,354 or 12.4% of salary earned in 2003. This incentive award was
directly related to the Companys performance relative to the goals for
EPS Growth (weighted 60%), Asset Management (weighted 20%), Sales
Growth (weighted 10%) and Diversity (weighted 10%) that the Management
Development and Compensation Committee approved at the beginning of
2003. The Company partially attained the Sales Growth goal and exceeded
the target of the Diversity goal. LONG-TERM COMPENSATION  
    
    Performance Shares. In 2003, Mr. Ward was granted the right to earn
65,000 performance shares based on the attainment of the same earnings
per share goals as the other participants in the program. For more
information regarding the terms of these performance shares, see the
table Long-Term Incentive Plan Awards in Fiscal 2003 and note 1
thereto on page 38. OTHER BENEFITS  
    
    In addition to participating in the same benefit programs as all
other executives of the Company, Mr. Ward participates in a
supplemental executive retirement plan (SERP) that the Management
Development and Compensation Committee approved in 2000 for senior
executives of the Company. Under the SERP, Mr. Ward would be eligible
for a retirement benefit equal to 4% of his average pay based on the
highest 36 consecutive months out of the final 120 months of
employment, less any benefits under Russells qualified defined benefit
and excess plans. EMPLOYMENT AGREEMENT  
    
    In December 2000, the Company renewed Mr. Wards employment
agreement effective April 1, 2001 and in May 2003, the Management
Development and Compensation Committee amended Mr. Wards employment
agreement to include change of control provisions. The purpose of the
amendment was to incorporate into one agreement the change of control
provisions which the Management Development and Compensation Committee
had previously approved for Mr. Ward. Some of the benefits and payments
provided by the amended employment agreement are described in the
Summary Compensation Table and the notes thereto beginning on page 36.
Additional provisions of Mr. Wards agreements are described on pages
40 and 41. Deductibility of Compensation Section 162(m) of the Internal Revenue Code denies a publicly-held
corporation, such as the Company, a federal income tax deduction for
compensation in excess of $1 million in a taxable year paid to each of its
chief executive officer and the four other most highly compensated executive
officers. Certain performance based compensation, such as stock options
awarded at fair market value, is not subject to the
limitation on deductibility provided that certain shareholder approval and
independent director requirements are met. -33-




---



##### 



In carrying out its duties, the Management Development and Compensation
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 by establishing
performance-based compensation programs or by otherwise structuring
compensation programs to avoid exceeding the $1 million limit. However, the
Management Development and Compensation Committee has reserved the right to
grant compensation which is not exempt and not deductible under Section 162(m)
of the Internal Revenue Code to the extent it determines providing such
compensation is in the best interests of the Company and its shareholders. Conclusion The Management Development and Compensation Committee believes that the
executive compensation programs directly link the pay opportunities of the
Companys executives to the financial and shareholder returns of the Company.
These programs 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. Management
Development and Compensation Committee Ronald
G. Bruno, Chairman
Tim Lewis
C.V. Nalley III
John R. Thomas -34-




---



##### 



Comparison of Five-Year
Cummulative Total Return*Russel Corporation, Standards &
Poors 500 And Value Line Apparel Index(Performance Results
Through 1/2/04) (PERFORMANCE GRAPH) Value of $100 Invested on
December 31, 1998: 1998
    
    1999
    
    2000
    
    2001
    
    2002
    
    2003Russel Corporation
    
    $
    100.00
    
    
    $
    84.99
    
    
    $
    81.13
    
    
    $
    80.97
    
    
    $
    91.17
    
    
    $
    96.49S&P 500
    
    
    100.00
    
    
    
    119.62
    
    
    
    107.49
    
    
    
    93.47
    
    
    
    71.63
    
    
    
    90.53S&P 500
    
    
    100.00
    
    
    
    108.63
    
    
    
    135.63
    
    
    
    163.63
    
    
    
    156.31
    
    
    
    192.35  (1)
    
    Assumes that the value of the investment in the Companys common stock and in each index was $100 on December 31, 1998 and that all dividends were reinvested.(2)
    
    The Value Line Apparel Index presently includes: Columbia Sportswear Company; Guess, Inc.; Jones Apparel Group; Kellwood Company; Liz Claiborne, Inc.; Oshkosh BGosh, Inc.; Oxford Industries, Inc.; Phillips-Van Heusen, Inc.; Polo-Ralph Lauren; Tommy Hilfiger Corp.; VF
Corporation; and the Company.(3)
    
    The Value Line Apparel Index has undergone several changes since 1998. Farah, Incorporated was deleted in 1998, and Fruit of the Loom, Inc., which filed for bankruptcy, was deleted in 2000. Value Line added Polo-Ralph Lauren and Quicksilver,
Inc. in 1998 and added Columbia Sportswear Company and Guess, Inc. in 2000. Quicksilver, Inc. was deleted from the Index in 1999 after only one year, and St. Johns Knits, Inc. was deleted from the Index in 1999. Warnaco Group, Inc., which filed for bankruptcy, was deleted
from the Index in 2001. Hartmarx Corporation was deleted from the Index in 2002. Nautica Enterprises, Inc., was deleted from the Index upon its acquisition by VF Corporation in 2003. -35-




---



##### 



EXECUTIVE COMPENSATION Summary Compensation Table The following information is furnished for the fiscal years ended January
3, 2004, January 4, 2003 and December 29, 2001, with respect to the Companys
named executive officers. Long Term CompensationAnnual Compensation
    
    Awards
    
    PayoutsSecuritiesName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    Restricted
    
    Underlying
    
    
    
    
    
    AllPrincipal
    
    Fiscal
    
    
    
    
    
    Bonus
    
    Annual
    
    Stock
    
    Options/
    
    LTIP
    
    OtherPosition
    
    Year
    
    Salary
    
    (3)
    
    Compensation
    
    Awards
    
    SARs
    
    Payouts
    
    Compensation(7)John F. Ward
    
    
    2003
    
    
    $
    804,167
    
    
    $
    100,354
    
    
    $
    51,111
    (4)
    
    
    
    
    
    
    64,146
    (6)
    
    
    
    
    
    $
    22,428Chairman and C.E.O.
    
    
    2002
    
    
    
    770,833
    
    
    
    809,375
    
    
    
    105,127
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,1022001
    
    
    
    741,666
    
    
    
    
    
    
    
    56,262
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,402Jonathan R. Letzler
    
    
    2003
    
    
    
    414,167
    
    
    
    40,317
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    President and C.O.O.
    
    
    2002
    
    
    
    383,333
    
    
    
    316,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2902001
    
    
    
    345,416
    
    
    
    8,891
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,249JT Taunton, Jr.
    
    
    2003
    
    
    
    300,000
    
    
    
    51,847
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,766Sr. V.P./President and C.E.O.,
    
    
    2002
    
    
    
    300,000
    
    
    
    173,610
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,210Fabrics and Services
    
    
    2001
    
    
    
    300,000
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,883Floyd G. Hoffman
    
    
    2003
    
    
    
    269,167
    
    
    
    23,820
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,466Sr. V.P., Corporate
    
    
    2002
    
    
    
    258,333
    
    
    
    193,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Development, General Counsel
    
    
    2001
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500and SecretaryMatthew C. Mirchin
    
    
    2003
    
    
    
    232,500
    
    
    
    89,024
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,318V.P./President,
    
    
    2002
    
    
    
    225,000
    
    
    
    120,000
    
    
    
    29,638
    
    
    $
    67,400
    (5)
    
    
    
    
    
    
    
    
    
    
    2,375Russell Athletic(1)Robert D. Martin
    
    
    2003
    
    
    
    301,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,177Sr. V.P. and C.F.O. (until
    
    
    2002
    
    
    
    291,667
    
    
    
    218,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,30612/31/03)(2)
    
    
    2001
    
    
    
    283,333
    
    
    
    141,666
    
    
    
    64,544
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,937
   (1)
    
    Mr. Mirchin was appointed to his current position and became an executive
officer during 2002. Information is provided for all of 2002 and 2003.(2)
    
    Mr. Martin resigned as Senior Vice President and Chief Financial Officer
effective as of December 31, 2003. See Employment Agreements on page 41.(3)
    
    Bonus payments are reported for the year in which related services were
performed. See Employment Agreements on page 40.(4)
    
    For Mr. Ward, includes personal use of Company aircraft in the amount of
$16,381 in 2003.(5)
    
    Represents the value, on the date of award, of 4,000 restricted shares of
common stock, of which 1,000 shares vested on August 26, 2003, and 1,000 shares
will vest on each of August 26, 2004, 2005 and 2006. At January 3, 2004, Mr.
Mirchin beneficially held an aggregate of 3,000 of these restricted shares of
common stock with a value of $52,230.(6)
    
    Grant of reload options pursuant to the 2000 Stock Option Plan. See
Option/SAR Grants in Fiscal 2003.(7)
    
    For Mr. Ward, includes life insurance premiums in the amount of $14,415 in
each year. All other amounts represent Company matching contributions to the
Flexible Deferral Plan account of the named executive officers. -36-




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##### 



Option/SAR Grants in Fiscal 2003 The table below shows individual grants of stock options made in 2003 to the
named executive officers. Potential RealizableValue At AssumedAnnual Rates OfStock PriceAppreciation forIndividual Grants
    
    Option Term (1)% of TotalNumber of Securities
    
    Options Granted
    
    Exercise orUnderlying Options
    
    to Employees In
    
    Base Price
    
    ExpirationName
    
    Granted (#)
    
    Fiscal Year
    
    ($/Sh)
    
    Date
    
    5% ($)
    
    10% ($)John F. Ward
    
    
    64,146
    (2)
    
    
    90.8
    %
    
    $
    19.41
    
    
    
    1/18/10
    
    
    $
    488,793
    
    
    $
    1,150,138
   (1)
    
    The potential realizable value of the option grant assuming that the market
price of the Companys common stock from the date of grant to the end of the
option term appreciates in value at an annualized rate of 5% and 10%.(2)
    
    These option grants were made under a provision of the 2000 Stock Option
Plan that provides for the award of reload options. Reload options are awarded
when the exercise price of an existing option is paid by tendering previously
held shares of common stock (including shares acquired on exercise of the
original option) to the Company. These new options are exercisable for the
number of shares tendered to pay the exercise price plus the number of shares
retained by the Company to satisfy tax withholding requirements, become
exercisable one year after the date of grant, and otherwise have the same terms
as the original options except that the exercise price of the reload option is
set at the fair market value on the date of exercise of the original option. Aggregated Option/SAR Exercises In Fiscal 2003 and Year-End Option/SAR Values The following table sets forth information concerning the exercise of
stock options for the named executive officers for the fiscal year ended
January 3, 2004 and the value of options held by such persons at January 3,
2004: Number of SecuritiesUnderlying
    
    Value of UnexercisedUnexercised Options/SARs
    
    In-the-Money Options/SARsShares 
Acquired
    
    Value
    
    at January 3, 2004
    
    at January 3, 2004 (2)Name
    
    on Exercise
    
    Realized (1)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableJohn F. Ward
    
    
    75,000
    
    
    $
    325,875
    
    
    
    1,082,066
    
    
    
    64,146
    
    
    $
    971,125
    
    
    
    Jonathan R. Letzler
    
    
    
    
    
    
    
    
    
    
    275,000
    
    
    
    25,000
    
    
    
    232,375
    
    
    $
    3,875JT Taunton, Jr.
    
    
    
    
    
    
    
    
    
    
    69,900
    
    
    
    
    
    
    
    73,120
    
    
    
    Floyd G. Hoffman
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    
    
    
    
    137,100
    
    
    
    Matthew C. Mirchin
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    1,050
    
    
    
    1,050Robert D. Martin
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    25,000
    
    
    
    
    
    
    
    
   (1)
    
    This amount represents the aggregate of the market value of the Companys
common stock at the time the 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 the
last trading day prior to January 3, 2004 ($17.41), and the exercise price for
such option. -37-




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##### 



Long-Term Incentive Plan Awards in Fiscal 2003 There is shown below information concerning grants of Performance Shares
made to the named executive officers during 2003. Estimated Future Payouts Under Non-StockNumber of Shares,
Units or Other
    
    Performance or Other
Period Until Maturation or
    
    Price-Based PlansName
    
    Rights(#)(1)
    
    Payout
    
    Threshold(#)
    
    Target(#)
    
    Maximum(#)John F. Ward
    
    
    65,000
    
    
    3 years
    
    
    0
    
    
    
    65,000
    
    
    
    97,500Jonathan R. Letzler
    
    
    30,000
    
    
    3 years
    
    
    0
    
    
    
    30,000
    
    
    
    45,000JT Taunton, Jr.
    
    
    12,500
    
    
    3 years
    
    
    0
    
    
    
    12,500
    
    
    
    18,750Floyd G. Hoffman
    
    
    15,000
    
    
    3 years
    
    
    0
    
    
    
    15,000
    
    
    
    22,500Matthew R. Mirchin
    
    
    13,500
    
    
    3 years
    
    
    0
    
    
    
    13,500
    
    
    
    20,250Robert D. Martin(2)
    
    
    17,000
    
    
    3 years
    
    
    0
    
    
    
    17,000
    
    
    
    25,500
   (1)
    
    Performance Shares granted in 2003 that may be earned under the Companys
Executive Incentive Plan are based on the Companys cumulative earnings per
share on a fully diluted basis for fiscal years 2004 and 2005, adjusted to
exclude extraordinary items and other unusual or nonrecurring items. Each
grantee who is employed on December 31, 2005 will receive a number of shares of
common stock ranging from 0% to 150% of such grantees target number of shares,
based on the extent to which earnings per share performance goals are achieved.
In addition, under the terms of their employment agreements, if Mr.
Wards or Mr. Letzlers employment is terminated prior to January 1, 2006
due to death or disability, or by the Company without cause or by such
executive officer for good reason, such executive officer would receive his
target number of shares of common stock upon termination. In the event any
other grantee dies or becomes disabled prior to January 1, 2006, the grantee
or his beneficiary will receive a pro-rata portion of the award he would
have received had such grantee not died or become disabled. In the event of
a change of control, Messrs. Ward, Letzler, Taunton, Mirchin and Hoffman
would receive the maximum number of shares of common stock payable under
their respective awards.(2)
    
    Mr. Martin resigned as Senior Vice President and Chief Financial Officer as
of December 31, 2003, and he will not be eligible for a payout with respect to
these long-term incentive plan awards. Pension Plan Pension Plan Table Years of Credited ServiceAverage Remuneration
    
    5
    
    10
    
    15
    
    20
    
    over 20$ 350,000
    
    $
    35,000
    
    
    $
    70,000
    
    
    $
    105,000
    
    
    $
    140,000
    
    
    $
    175,000400,000
    
    
    40,000
    
    
    
    80,000
    
    
    
    120,000
    
    
    
    160,000
    
    
    
    200,000450,000
    
    
    45,000
    
    
    
    90,000
    
    
    
    135,000
    
    
    
    180,000
    
    
    
    225,000500,000
    
    
    50,000
    
    
    
    100,000
    
    
    
    150,000
    
    
    
    200,000
    
    
    
    250,000600,000
    
    
    60,000
    
    
    
    120,000
    
    
    
    180,000
    
    
    
    240,000
    
    
    
    300,000700,000
    
    
    70,000
    
    
    
    140,000
    
    
    
    210,000
    
    
    
    280,000
    
    
    
    350,000800,000
    
    
    80,000
    
    
    
    160,000
    
    
    
    240,000
    
    
    
    320,000
    
    
    
    400,000900,000
    
    
    90,000
    
    
    
    180,000
    
    
    
    270,000
    
    
    
    360,000
    
    
    
    450,0001,000,000
    
    
    100,000
    
    
    
    200,000
    
    
    
    300,000
    
    
    
    400,000
    
    
    
    500,0001,100,000
    
    
    110,000
    
    
    
    220,000
    
    
    
    330,000
    
    
    
    440,000
    
    
    
    550,0001,200,000
    
    
    120,000
    
    
    
    240,000
    
    
    
    360,000
    
    
    
    480,000
    
    
    
    600,0001,300,000
    
    
    130,000
    
    
    
    260,000
    
    
    
    390,000
    
    
    
    520,000
    
    
    
    650,000
 The officers of the Company participate in the Russell Corporation Revised
Pension Plan (the Pension Plan), a defined benefit plan covering all
employees of the Company. Benefits under the Pension Plan are based upon years
of credited service at retirement and upon Final Average Earnings, which is
the average base compensation for the highest 60 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 -38-




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##### 



first day of any month following attainment of age 65 and continue for the life
of the employee (and spouse, if any) or in accordance with other elections
permitted by the Pension 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 nonqualified plan, thereby rendering any benefits subject
to claims of general creditors and not deductible until paid. On December 5, 2000, the Board of Directors adopted the SERP, an
additional defined benefit plan covering key employees of the Company. Benefits
under the SERP are based upon years of credited service at retirement and upon
Final Average Pay, which is the average compensation for the highest 36
consecutive months out of the final 120 months of employment and, unlike the
Pension Plan, includes amounts received as bonuses during that period. The SERP
is a nonqualified plan, thereby rendering any benefits subject to claims of
general creditors. The table above presents estimated annual benefits payable from the
Pension Plan, the SERP 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. Years of service at January 3, 2004 credited under the Pension Plan for
individuals shown in the Summary Compensation Table on page 36 are as follows:
Mr. Ward, 5 years; Mr. Letzler, 5 years; Mr. Martin, 3 years; Mr. Taunton, 28
years; Mr. Hoffman, 4 years; and Mr. Mirchin, 2 years. Years of service at
January 3, 2004 credited under the SERP for individuals shown in the Summary
Compensation Table on page 36 are as follows: Mr. Ward, 12 years (see
Employment Agreements on page 40); Mr. Letzler, 5 years; Mr. Martin, 3 years;
Mr. Taunton, 6 years, Mr. Hoffman, 4 years; and Mr. Mirchin, 2 years. Stock Option Plans The Company has adopted the Executive Incentive Plan. The Management
Development and Compensation Committee presently administers the plan and has
broad discretion to develop the terms and, subject to limitations specified in
the plan, the size of awards in order to provide appropriate incentives. Awards
may be issued in a variety of forms, including: (a) restricted, deferred and
bonus shares; (b) incentive, non-qualified and accelerated stock ownership
options (all such options are referred to collectively as options); (c)
freestanding and tandem stock appreciation rights; and (d) performance shares,
performance units and cash-based awards. In addition to conditions and
restrictions required under the plan, the Committee may impose additional
conditions and restrictions with respect to the exercise or receipt of benefits
under any award. The aggregate number of shares of common stock presently
authorized for issuance under the Executive Incentive Plan is 2,342,738. Any
shares of common stock (whether subject to or received pursuant to an award
under any Company plan) withheld or applied to pay the exercise price or
related required tax withholding reduce the number of shares treated as issued
under the Executive Incentive Plan and thereby increase the aggregate number of
shares available for issuance. The Company has also adopted the Russell Corporation 2000 Stock Option
Plan (the 2000 Option Plan). The 2000 Option Plan is an incentive
compensation plan that gives the Committee broad discretion to grant awards,
and develop the terms of such awards, to any employee or consultant of the
Company. The 2000 Option Plan permits the issuance of awards in a variety of
forms, including: (a) incentive stock options; (b) non-qualified stock options;
(c) reload stock options; (d) restricted shares; (e) bonus shares; (f) deferred
shares; (g) freestanding stock appreciation rights; (h) tandem stock
appreciation rights; (i) performance units; and (j) performance shares. The
aggregate number of shares of common stock presently authorized for issuance
under the 2000 Option Plan is 139,323, subject to appropriate adjustment upon
the occurrence of dividends, distributions, recapitalizations, stock splits or
other similar events. -39-




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##### 



Employment Agreements The Company and Mr. Ward are parties to an employment agreement that
expires on the later of March 31, 2006 or the third anniversary of a change of
control of the Company, subject to earlier termination in the event of death,
disability, or as otherwise provided for in the agreement. Under the
agreement, Mr. Wards salary may be increased annually in the discretion
of the Board of Directors, and he is eligible for an annual bonus of at least
140% of his base salary upon the achievement of certain goals established by
the Board of Directors, with a target bonus of at least 70% of base salary. The
agreement further provides for annual stock option awards of at least 100,000
shares in 2003-2006 (with four-year vesting), that any termination of Mr. Ward
will be treated as a retirement for purposes of the Companys various plans and
benefits, and that each year of his employment shall be treated as two years of
employment for purposes of determining Mr. Wards benefits under the SERP. Mr. Wards agreement provides that if (i) he should resign for good
reason, (ii) the Company terminates his employment for other than cause, or
(iii) the Board declines to renew the agreement upon the expiration of the
term, Mr. Ward would continue to be paid his final salary and termination-year
target bonus (which bonus shall not be less than 70% of salary), and also would
be entitled to continued participation in the Companys employee benefit plans,
for a period of three years. If upon expiration of the agreement Mr. Ward
declines to remain with the Company on terms not less favorable than those in
his current agreement, Mr. Ward would be entitled to one years salary and
continued participation in the Companys employee benefit plans for three
years. In the event Mr. Wards employment is terminated by reason of his death
or total disability, by the Company for other than cause, or by Mr. Ward for
good reason, any options held by him shall vest and become immediately
exercisable and shall be exercisable for ten years from the date of grant, all
remaining restrictions on any restricted stock shall lapse, and any outstanding
performance shares shall be deemed fully earned. In connection with his employment by the Company in 1998, to compensate
Mr. Ward for the forfeiture of certain benefits from his former employer, the
Company put into a trust for his benefit approximately $2,467,000. The amount
in the trust will be paid to Mr. Ward after March 31, 2006, or earlier if Mr.
Wards employment is terminated by the Company for cause or by Mr. Ward for
any reason other than death, total disability, or certain other specified
reasons. The Company and Mr. Letzler are parties to an employment agreement that
provides for a continuous two-year term, provided that either the Company or
Mr. Letzler may terminate the agreement with at least two years notice, and
further subject to earlier termination in the event of death, disability, or as
otherwise provided for in the agreement. Under the agreement, Mr. Letzlers
salary may be increased annually in the discretion of the Board of Directors,
and he is eligible for an annual bonus at least equal to his base salary, with
a midpoint/target bonus of 50% of base salary. Mr. Letzlers agreement provides that if he should resign for good
reason or the Company terminates his employment for other than cause, he
would be entitled to a prorated portion of the bonus for which he is eligible
in the year of termination, at the rate such bonus is earned but not less than
50% of his salary for such period. For a period of twenty-four months, he also
would continue to be paid his final salary, along with a bonus at a rate of 50%
of salary. In the event Mr. Letzlers employment is terminated by reason of his
death or total disability, by the Company for other than cause or by Mr.
Letzler for good reason, any options held by him shall vest and become
immediately exercisable and shall be exercisable for three years from the
termination of employment (but not beyond the normal expiration of such
options), all remaining restrictions on any restricted shares shall lapse and
any outstanding performance shares shall be deemed fully earned. Under the terms of both Mr. Wards and Mr. Letzlers employment
agreements, if, following a change of control (or in certain circumstances
during the six months prior to a change of control), Mr. Ward or Mr. Letzler
should resign for good reason, or the Company terminates his employment for
other than cause or total disability he would be entitled to the following:
(a) a lump-sum payment equal to three times the sum of (i) his base salary,
(ii) the greater of target or historical bonus or, for Mr. Ward, 140% of base
salary, and (iii) employer -40-




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##### 



defined benefit plan contributions; (b) outplacement; (c) continued
participation in the Companys employee benefit plans for a period of three
years; (d) payment of amounts intended to compensate for excise taxes that may
be imposed as a result of payments under the agreement; and (e) certain other
benefits specified in the agreement. Also in the event of a change of control,
all equity incentives
previously granted to Messrs. Ward and Letzler (including restricted stock,
options and performance shares) would vest, and they would become fully vested
in (and would be paid) all benefits previously accrued under the SERP and any
other non-qualified deferred compensation plans. The Company and Mr. Hoffman are parties to an agreement that provides for
a base salary (subject to annual increases in the discretion of the Chief
Executive Officer and with the concurrence of the Board of Directors) and an
annual maximum potential bonus of 100% of annual base salary. The agreement
also provides for certain compensation and benefits (including one years
salary and target bonus, immediate vesting of all equity awards and one years
benefit continuation) to be awarded to Mr. Hoffman if his employment is
terminated without cause. Prior to January 1, 2004, the Company employed Robert D. Martin as Senior
Vice President and Chief Financial Officer pursuant to an agreement dated
August 16, 2000. The agreement provides for a base salary (subject to annual
increases in the discretion of the Chief Executive Officer and with the
concurrence of the Board of Directors) and an annual maximum potential bonus of
100% of annual base salary. Under the agreement, Mr. Martin could become
eligible for severance pay for up to 12 months following a termination of his
employment that took place after August 16, 2002, as well as certain other
benefits. Mr. Martin resigned as the Companys Senior Vice President and Chief
Financial Officer as of December 31, 2003, and the Company and Mr. Martin are
currently negotiating the terms of his separation. The Company has entered into agreements with Mr. Martin (effective May 6,
2002), Mr. Hoffman (effective May 2, 2002), Mr. Taunton (effective May 30,
2002) and Mr. Mirchin (effective February 12, 2003) providing for certain
benefits for Messrs. Martin, Hoffman, Taunton and Mirchin in the event of a
change of control of the Company. The agreements have an initial term of three
years that is automatically extended after the first year to continually
provide for a two year term until two years after notice of termination of the
agreement. Under the terms of the agreements, in the event of a change of
control, Messrs. Martin, Hoffman, Taunton and Mirchin will have positions and
duties commensurate with the most significant of those held during the
preceding ninety days. In addition, their base salaries shall be at least equal
to the highest base salary paid during the preceding twelve months and actual
bonuses must not be less than the target annual bonus that each of them would
have been entitled to receive during the preceding twelve months. In the event
of a change of control, their qualifications for benefit plans will remain
unchanged, any restricted stock or stock options will immediately vest, and
amounts accrued under the SERP and any other non-qualified deferred
compensation plans will immediately vest and be paid to each of them within
thirty days of the change of control. If, following a change of control, the
Company terminates any of their employment without cause or if any of them
terminate his employment for good reason (as defined in the agreement), then
Messrs. Martin, Hoffman, Taunton and/or Mirchin would be entitled to receive
certain benefits, including, but not limited to, a lump sum cash payment equal
to three years (two years with respect to Messrs. Taunton and Mirchin) of
salary, target bonus and benefits and, if applicable, full reimbursement of any
excise tax with respect to payments under the agreement or any other payments
by the Company which become subject to the excise tax on certain change of
control payments. OTHER MATTERS As of the date of this 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. -41-




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##### 



AUDITORS Ernst & Young LLP (E&Y), independent accountants, served as the
Companys independent auditor for 2003 after having previously served in the
same capacity since 1930 and will continue as the Companys independent auditor
for 2004. Representatives of E&Y will be in attendance at the annual meeting,
will be given the opportunity to make a statement and are expected to respond
to appropriate questions. One hundred percent of all audit, audit-related, tax and other services
performed by E&Y in 2003 were pre-approved by the Audit Committee in accordance
with the regulations of the Securities and Exchange Commission. The Committee
concluded that the provision of such services by E&Y was compatible with the
maintenance of the firms independence in the conduct of its auditing
functions. The Committee has also determined that certain audit-related and tax
services can be provided by the Companys independent auditor without impairing
the auditors independence and has adopted an Audit and Non-Audit Services
Pre-Approval Policyto provide procedures for the pre-approval of such services
by the Committee and procedures for the engagement of the auditor each year.
The policy provides, among other things, for the Committees general
pre-approval annually of audit services and certain audit-related and tax
compliance services by the Companys independent auditor, and all anticipated
fees for such services, and further provides that the Committee must
specifically pre-approve any engagement of the auditor for services outside the
scope of the annual general pre-approval. The policy also requires that the
Committee specifically pre-approve any engagement of the independent auditor
for which the anticipated fee is expected to exceed certain pre-established
thresholds and for management of the Company to provide the Committee with
periodic and annual reconciliations of actual fees paid to the auditor compared
to the fees that were pre-approved. The policy also allows the Committee to
delegate to one or more of its members pre-approval authority with respect to
permitted services. Audit Fees E&Y billed the Company an aggregate amount of $798,462 and $1,091,016 in
2003 and 2002, respectively, for professional services rendered for the audit
of the Companys annual financial statements, the reviews of the financial
statements included in the Companys Forms 10-Q, performance of statutory
audits, and consents, assistance with, and review of documents filed with the
Securities and Exchange Commission. Audit-Related Fees E&Y billed the Company an aggregate amount of $18,000 and $114,800 in 2003
and 2002, respectively, for professional services rendered for the audit of the
Companys benefit plans and accounting consultations. Tax Fees E&Y billed the Company an aggregate amount of $683,500 and $877,400 in
2003 and 2002, respectively, for tax return preparation and tax compliance
services, and $303,300 and $210,300 in 2003 and 2002, respectively, for tax
research and other consultations on tax matters. All Other Fees During 2003, E&Y rendered to and billed the Company $55,000 for
professional services relating to customs compliance in Mexico other than
audit, audit-related or tax services. During 2002, E&Y neither rendered to, nor
billed the Company for, professional services other than for audit,
audit-related or tax services. SHAREHOLDER PROPOSALS The next annual meeting of shareholders is tentatively scheduled to be
held on April 27, 2005, 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 have been received by the Company not
later than November 17, 2004. -42-




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##### 



If a shareholder fails to notify the Company on or before January 31, 2005
of a proposal (other than proposals for inclusion in the proxy statement) which
such shareholder intends to present at the Companys 2005 annual meeting, the
shareholder shall not have provided timely notice of the proposal. If the
shareholder presents the proposal at the Companys annual meeting, the holders
of the Board of Directors 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. GENERAL INFORMATION 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
telephone, e-mail, facsimile, personal conversation or telegraph. The costs of
solicitation of proxies will be borne by the Company. These costs include the
preparation, assembly and mailing of the proxy statement, the notice of the
annual meeting of shareholders and the enclosed proxy card, as well as the cost
of forwarding these materials to the beneficial owners of common stock of the
Company. The Companys directors, officers and regular employees may, without
compensation other than their regular compensation, solicit proxies. The
Company has retained Innisfree M&A, a proxy solicitation firm, for assistance
in connection with the solicitation of proxies for the annual meeting at a cost
of approximately $15,000 plus reimbursement of reasonable out-of-pocket
expenses. The Company may also reimburse brokerage firms, custodians, nominees,
fiduciaries and others for expenses incurred in forwarding proxy material to
the beneficial owners of common stock of the Company. Copies of the Companys Annual Report on Form 10-K for the year ended
January 3, 2004, as filed with the Securities and Exchange Commission, may be
obtained from Marietta E. Zakas, Vice President, Treasurer of the Company,
without charge, by persons who were shareholders beneficially or of record as
of March 5, 2004. BY ORDER OF THE BOARD OF DIRECTORS,FLOYD G. HOFFMANSenior Vice President, Corporate
Development,General Counsel and
Secretary
 Atlanta, Georgia
March 17, 2004 -43-




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EXHIBIT A AGREEMENT AND PLAN OF MERGER THIS
AGREEMENT AND PLAN OF MERGER, dated January 30, 2004 (the Agreement), is between Russell Corporation, an Alabama corporation (Russell
Alabama), and Russell Corporation, a Delaware corporation (Russell Delaware)
and a wholly owned subsidiary of Russell Alabama. Russell Alabama and Russell
Delaware are sometimes hereinafter collectively referred to as the Constituent
Corporations. RECITALS WHEREAS,Russell Alabama is a corporation organized and existing under the
laws of the State of Alabama, and, as of the date hereof, has 32,525,306 shares
of common stock, par value $0.01 per share, issued and outstanding (Russell
Alabama Common Stock). WHEREAS,Russell Delaware is a corporation organized and existing under
the laws of the State of Delaware, and, as of the date hereof, has 1,000 shares
of common stock, par value $0.01 per share, issued and outstanding (Russell
Delaware Common Stock), all of which are held by Russell Alabama. WHEREAS,the respective Boards of Directors of Russell Alabama and Russell
Delaware have adopted and approved, as the case may be, this Agreement, which
is the plan of merger for purposes of the Alabama Business Corporation Act and
the agreement of merger for purposes of the Delaware General Corporation Law,
and the transactions contemplated by this Agreement, including the Merger (as
hereinafter defined). WHEREAS,the Board of Directors of Russell Alabama has determined that for
the purpose of effecting the reincorporation of Russell Alabama in the State of
Delaware, this Agreement and the transactions contemplated by this Agreement,
including the Merger, are advisable and in the best interests of Russell
Alabama and its shareholders, and the Board of Directors of Russell Delaware
has determined that this Agreement and the transactions contemplated by this
Agreement, including the Merger are advisable and in the best interests of
Russell Delaware and its sole stockholder. WHEREAS,the respective Boards of Directors of Russell Alabama and Russell
Delaware have determined to recommend this Agreement and the Merger to their
respective shareholders and stockholder, as the case may be. NOW THEREFORE,in consideration of the mutual agreements and covenants set
forth herein, Russell Alabama and Russell Delaware hereby agree, subject to the
terms and conditions hereinafter set forth, as follows: ARTICLE I THE MERGER 1.1 Merger. In accordance with the provisions of this Agreement, the
Delaware General Corporation Law and the Alabama Business Corporation Act,
Russell Alabama shall be merged with and into Russell Delaware (the Merger),
whereupon the separate existence of Russell Alabama shall cease and Russell
Delaware shall be, and is hereinafter sometimes referred to as, the Surviving
Corporation. 1.2 Filing and Effectiveness. The Merger shall become effective, upon the
filing of (i) the certificate of merger with the Secretary of State of the
State of Delaware and (ii) the articles of merger with the Secretary of State
of the State of Alabama, unless another date and time is set forth in the
certificate of merger and the articles of merger. The date and time when the
Merger shall become effective is referred to herein as the Effective Date of
the Merger. A-1




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##### 



1.3 Effect of the Merger. On the Effective Date of the Merger, the
separate existence of Russell Alabama shall cease, and the Merger shall have
the effects set forth in the applicable provisions of the Delaware General
Corporation Law and the Alabama Business Corporation Act. ARTICLE II CHARTER DOCUMENTS, DIRECTORS AND OFFICERS 2.1 Certificate of Incorporation. The Restated Certificate of
Incorporation of Russell Delaware in effect immediately prior to the Effective
Date of the Merger shall be, as of the Effective Date of the Merger, the
certificate of incorporation of the Surviving Corporation until duly amended in
accordance with the provisions thereof and applicable law. 2.2 By-laws. The Amended and Restated By-laws of Russell Delaware in
effect immediately prior to the Effective Date of the Merger shall be, as of
the Effective Date of the Merger, the by-laws of the Surviving Corporation
until duly amended in accordance with the provisions thereof and applicable
law. 2.3 Directors and Officers. The directors and officers of the Surviving
Corporation as of the Effective Date of the Merger shall be the same as the
directors and officers of Russell Alabama immediately prior to the Effective
Date of the Merger. ARTICLE III MANNER OF CONVERSION OF SHARES 3.1 Russell Alabama Common Stock. Upon the Effective Date of the Merger,
each share of Russell Alabama Common Stock (excluding shares held by
shareholders who perfect their dissenters rights of appraisal as provided in
Section 3.2 of this Agreement) that is issued and outstanding immediately prior
thereto shall, by virtue of the Merger and without any action by the
Constituent Corporations, the holder of such shares or any other person, be
converted into the right to receive one fully paid and nonassessable share of
Russell Delaware Common Stock (the Merger Consideration). As of the Effective
Date of the Merger, all shares of Russell Alabama Common Stock shall no longer
be outstanding and shall automatically be cancelled and retired and shall cease
to exist and each certificate that previously represented such shares of
Russell Alabama Common Stock shall thereafter represent the Merger
Consideration for all such shares. 3.2 Dissenting Shareholders. Any holder of shares of Russell Alabama
Common Stock who perfects his or her dissenters rights of appraisal in
accordance with and as contemplated by Article 13 of the Alabama Business
Corporation Act shall be entitled to receive the value of such shares in cash
as determined pursuant to Article 13 of the Alabama Business Corporation Act;
provided, however, that no such payment shall be made to any dissenting
shareholder unless and until such dissenting shareholder has complied with the
applicable provisions of the Alabama Business Corporation Act, and surrendered
to the Surviving Corporation the certificate or certificates representing the
shares for which payment is being made. In the event that after the Effective
Date of the Merger a dissenting shareholder of Russell Alabama fails to
perfect, or effectively withdraws or loses, his or her right to appraisal and
of payment for his or her shares, such dissenting shareholder shall be entitled
to receive the Merger Consideration in accordance with Section 3.1 upon
surrender of the certificate or certificates representing the shares of Russell
Alabama Common Stock held by such shareholder. 3.3 Shareholders Rights Plan. Shares of Russell Delaware Common Stock that
shall be issuable to shareholders of Russell Alabama pursuant to Section 3.1
shall include the associated rights (the Rights) issued pursuant to the
Rights Agreement between Russell Alabama, Russell Delaware and SunTrust Bank,
dated as of September 15, 1999, as amended immediately prior to the Effective
Date of the Merger. A-2




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##### 



3.4 Russell Alabama Options, Stock Purchase Rights and Other Equity-Based
Awards. (a) Upon the Effective Date of the Merger, the Surviving Corporation
shall assume and continue any and all stock option, stock incentive and
other equity-based award plans heretofore adopted by Russell Alabama
(individually, an Equity Plan and, collectively, the Equity Plans), and
shall reserve for issuance under each Equity Plan a number of shares of
Russell Delaware Common Stock equal to the number of shares of Russell
Alabama Common Stock so reserved immediately prior to the Effective Date of
the Merger. Each unexercised option or other right to purchase Russell
Alabama Common Stock granted under and by virtue of any such Equity Plan
which is outstanding immediately prior to the Effective Date of the Merger
shall, upon the Effective Date of the Merger, become an option or right to
purchase Russell Delaware Common Stock on the basis of one share of Russell
Delaware Common Stock for each share of Russell Alabama Common Stock
issuable pursuant to any such option or stock purchase right, and otherwise
on the same terms and conditions and at an exercise or conversion price per
share equal to the exercise or conversion price per share applicable to any
such Russell Alabama option or stock purchase right. Upon the Effective Date
of the Merger, each warrant to purchase Russell Alabama Common Stock which
is outstanding immediately prior to the Effective Date of the Merger shall,
upon the Effective Date of the Merger, become a warrant to purchase Russell
Delaware Common Stock on the basis of one share of Russell Delaware Common
Stock for each share of Russell Alabama Common Stock issuable immediately
prior to the Effective Date of the Merger pursuant to any such warrant, and
otherwise on the same terms and conditions and at an exercise price per
share equal to the exercise price per share applicable to any such Russell
Alabama warrant immediately prior to the Effective Date of the Merger. Each
other equity-based award relating to Russell Alabama Common Stock granted or
awarded under any of the Equity Plans which is outstanding immediately prior
to the Effective Date of the Merger shall, upon the Effective Date of the
Merger, become an award relating to Russell Delaware Common Stock on the
basis of one share of Russell Delaware Common Stock for each share of
Russell Alabama Common Stock to which such award relates and otherwise on
the same terms and conditions applicable to such award immediately prior to
the Effective Date of the Merger. (b) On or as soon as practicable following the Effective Date of the
Merger, Russell Delaware shall file with the Securities and Exchange
Commission one or more registration statements on an appropriate form or one
or more post-effective amendments to previously filed registration
statements under the Securities Act of 1933, as amended, with respect to the
 shares of Russell Delaware Common Stock which, upon the Effective Date of
the Merger, will become subject to outstanding stock options and other
equity-based awards under the Equity Plans, and shall use its best efforts
to comply with any applicable state securities or blue sky laws, for as
long as such options or other equity-based awards remain outstanding. 3.5 Russell Delaware Common Stock. Upon the Effective Date of the Merger,
each share of Russell Delaware Common Stock issued and outstanding immediately
prior thereto shall, by virtue of the Merger and without any action by the
Constituent Corporations, the holder of such shares or any other person, be
cancelled without compensation therefor and returned to the status of
authorized but unissued shares. 3.6 Exchange of Certificates. (a) After the Effective Date of the Merger, each holder of an outstanding
certificate representing Russell Alabama Common Stock (excluding holders of
certificates who perfect their dissenters rights of appraisal as provided
in Section 3.2 of this Agreement) may, at such holders option, surrender
the same for cancellation to such entity as the Surviving Corporation so
designates as exchange agent (the Exchange Agent), and each such holder
shall be entitled to receive in exchange therefor a certificate or
certificates representing the Merger Consideration. Until so surrendered,
each outstanding certificate theretofore representing Russell Alabama Common
Stock shall be deemed for all purposes to represent the Merger Consideration
and the associated Rights. (b) The registered owners of Russell Alabama Common Stock on the books
and records of Russell Alabama immediately prior to the Effective Date of
the Merger (excluding registered owners who perfect A-3




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their dissenters rights
of appraisal as provided in Section 3.2 of this Agreement) shall be the
registered owners of Russell Delaware Common Stock on the books and records
of Russell
Delaware immediately after the Effective Time of the Merger, and the
holders of shares of Russell Alabama Common Stock, until such certificates
shall have been surrendered for transfer or conversion or otherwise
accounted for by the Surviving Corporation, shall be entitled to exercise
any voting and other rights with respect to, and receive dividends and other
distributions upon, the shares of Russell Delaware Common Stock that the
holders of Russell Alabama Common Stock would be entitled to receive
pursuant to the Merger. (c) Each certificate representing Russell Delaware Common Stock so
issued in the Merger shall bear the same legends, if any, with respect to
the restrictions on transfer that appeared on the certificates representing
Russell Alabama Common Stock so converted and given in exchange therefor,
unless otherwise determined by the Board of Directors of the Surviving
Corporation in compliance with applicable laws. (d) If any certificate representing shares of Russell Delaware Common
Stock is to be issued in a name other than the name in which the certificate
surrendered in exchange therefor is registered, the following conditions
must be satisfied before the issuance thereof: (i) the certificate so
surrendered shall be properly endorsed and otherwise in proper form for
transfer; (ii) such transfer shall otherwise be proper; and (iii) the person
requesting such transfer shall pay to the Exchange Agent any transfer or
other taxes payable by reason of issuance of such new certificate in a name
other than the name of the registered holder of the certificate surrendered
or shall establish to the satisfaction of the Surviving Corporation that
such tax has been paid or is not payable. ARTICLE IV GENERAL PROVISIONS 4.1 Covenants of Russell Alabama. Russell Alabama covenants and agrees
that it will on or before the Effective Date of the Merger take all such other
actions as may be required by the Delaware General Corporation Law and the
Alabama Business Corporation Act to effect the Merger. 4.2 Covenants of Russell Delaware. Russell Delaware covenants and agrees
that it will on or before the Effective Date of the Merger: (a) take such
action as may be required to qualify to do business as a foreign corporation in
the states in which Russell Alabama is qualified to do business immediately
before the Effective Date of the Merger and in connection therewith irrevocably
appoint an agent for service of process as required under the applicable
provisions of the relevant state laws; (b) take all such other actions as may
be required by the Delaware General Corporation Law and the Alabama Business
Corporation Act to effect the Merger. 4.3 Conditions to the Obligations of the Constituent Corporations to
Effect the Merger. The respective obligation of each Constituent Corporation to
effect the Merger shall be subject to the satisfaction at or prior to the
Effective Date of the Merger of the following conditions: (a) The Agreement
shall have been approved by two thirds of the outstanding shares of Russell
Alabama Common Stock entitled to vote on the Agreement, and the Agreement shall
have been adopted by the affirmative vote of a majority of the outstanding
shares of Russell Delaware Common Stock entitled to vote on the Agreement. (b) No statute, rule, regulation, executive order, decree, ruling,
injunction or other order (whether temporary, preliminary or permanent)
shall have been enacted, entered, promulgated or enforced by any court or
governmental authority of competent jurisdiction which prohibits, restrains,
enjoins or restricts the consummation of the Merger; provided, howeverthat
the Constituent Corporations shall use their reasonable best efforts to
cause any such decree, ruling, injunction or other order to be vacated or
lifted. A-4




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(c) The shares of Russell Delaware Common Stock issuable pursuant to
this Agreement shall have been approved for listing on the New York Stock
Exchange and the Pacific Exchange, subject to official notice of issuance. 4.4 Further Assurances. From time to time, as and when required by Russell
Delaware, Russell Alabama shall execute and deliver or shall cause to be
executed and delivered such deeds and other instruments, and Russell Alabama
shall take or cause to be taken any actions as shall be appropriate or
necessary, (a) to vest or perfect in Russell Delaware or confirm that Russell
Delaware shall have record ownership of or otherwise own the title to and
possession of all the property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of Russell Alabama on the
Effective Date of the Merger or shortly thereafter and (b) to carry out the
purposes of or to effectuate this Agreement by the Effective Date of the Merger
or shortly thereafter, unless a specific deadline is established by this
Agreement. 4.5 Abandonment. At any time before the Effective Date of the Merger, this
Agreement may be terminated and the Merger may be abandoned for any reason
whatsoever by the Board of Directors of any Constituent Corporation,
notwithstanding the approval or adoption, as the case may be, of this Agreement
by the shareholders or stockholder, as the case may be, of any or both of the
Constituent Corporations. 4.6 Registered Office. The registered office of the Surviving Corporation
in the State of Delaware is located at 2711 Centerville Road, Suite 400, and
Corporation Services Company is the registered agent of the Surviving
Corporation at such address. 4.7 Agreement. Executed copies of this Agreement will be on file at the
principal place of business of the Surviving Corporation in Atlanta, Georgia,
and copies thereof will be furnished to any shareholder or stockholder, as the
case may be, of either Constituent Corporation, upon request and without cost. 4.8 Governing Law. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Delaware (without giving effect to principles of conflicts of laws)
and, so far as applicable, the merger provisions of the Alabama Business
Corporation Act. 4.9 Counterparts. In order to facilitate the filing and recording of this
Agreement, this Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument. [SIGNATURE PAGE FOLLOWS] A-5




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IN WITNESS WHEREOF, Russell Alabama and Russell Delaware have caused this
Agreement to be executed as of the day and year first above written by their
respective duly authorized officers. RUSSELL CORPORATION,
    
    RUSSELL CORPORATION,an Alabama corporation
    
    a Delaware corporationBy:
    
    /s/ FLOYD G. HOFFMAN
    
    By:
    
    /s/ FLOYD G. HOFFMANName:
    
    Floyd G. Hoffman
    
    Name:
    
    Floyd G. HoffmanTitle:
    
    Senior Vice President, Corporate Development
    
    Title:
    
    President
 A-6




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EXHIBIT B FORM OF
RESTATED
CERTIFICATE OF INCORPORATION
OF
RUSSELL CORPORATION Pursuant to Sections 242 and 245 of the
Delaware General Corporation Law Russell Corporation (the Corporation), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
GCL), does hereby certify as follows: (1) The name of the Corporation is
Russell Corporation. The Corporation was originally incorporated under the name
Russell Corporation. The original certificate of incorporation of the
Corporation was filed with the office of the Secretary of State of the State of
Delaware on August 10, 2001. (2) This Restated Certificate of Incorporation was duly adopted by the
Board of Directors of the Corporation (the Board of Directors) and by the
sole stockholder of the Corporation in accordance with Sections 228, 242 and
245 of the GCL. (3) This Restated Certificate of Incorporation restates and integrates and
further amends the certificate of incorporation of the Corporation, as
heretofore amended or supplemented. (4) The text of the Certificate of Incorporation is restated
in its entirety as follows: FIRST: The name of the
Corporation is Russell Corporation (the Corporation). SECOND: The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, Suite 400, in the City of
Wilmington, County of New Castle. The name of its registered agent at that
address is Corporation Services Company. THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware (the GCL). FOURTH: Authorized Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is 160,000,000 shares of
capital stock, consisting of (i) 150,000,000 shares of common stock, par value
$0.01 per share (the Common Stock) and (ii) 10,000,000 shares of preferred
stock, par value $0.01 per share (the Preferred Stock). The Board of Directors is hereby expressly authorized to provide for the
issuance of all or any shares of the Preferred Stock in one or more classes or
series, and to fix for each such class or series such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of such class or series and as may be permitted by the GCL, including,
without limitation, the authority to provide that any such class or series may
be (i) subject to redemption at such time or times and at such price or prices;
(ii) entitled to receive B-1




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dividends (which may be cumulative or non-cumulative)
at such rates, on such conditions, and at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class or classes
or any other series; (iii) entitled to such rights upon the dissolution of, or
upon any distribution of the assets of, the Corporation; or (iv) convertible
into, or exchangeable for, shares of any other class or classes of stock, or of
any other series of the same or any other class or classes of stock, of the
Corporation at such price or prices or at such rates of exchange and with such
adjustments; all as may be stated in such resolution or resolutions. FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders: (a) The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. (b) Except as otherwise fixed by or pursuant to the provisions of Article
FOURTH hereof relating to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, the Board of
Directors shall consist of not less than 7 or more than 15 members, the exact
number of which shall be fixed from time to time by resolution adopted by the
affirmative vote of a majority of the entire Board of Directors. (c) The directors shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as may be possible,
of one-third of the total number of directors constituting the entire Board of
Directors. The term of the initial Class I directors shall terminate on the
date of the 2005 annual meeting; the term of the initial Class II directors
shall terminate on the date of the 2006 annual meeting; and the term of the
initial Class III directors shall terminate on the date of the 2007 annual
meeting. At each succeeding annual meeting of stockholders beginning in 2005,
except (i) as otherwise so fixed by or pursuant to the provisions of Article
FOURTH hereof relating to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances and (ii) as
provided below in this Article FIFTH in the case of directors elected to fill a
vacancy, successors to the class of directors whose term expires at that annual
meeting shall be elected for a three-year term. (d) A director shall hold office until the annual meeting for the year in
which his or her term expires and until his or her successor shall be elected
and shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. (e) Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any vacancy occurring in the Board of Directors (including
vacancies that result from an increase in the number of directors) may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors or by election at an annual
meeting of stockholders or a special meeting of stockholders called for that
purpose. A director so elected to fill a vacancy shall hold office until the
next election of the class for which such director shall have been chosen. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director. (f) Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any director, or the entire Board of Directors, may be
removed from office at any time, without cause, but only by the affirmative
vote of the holders of at least 75% of the voting power of the Corporations
then outstanding capital stock entitled to vote generally in the election of
directors. The holder of each share of capital stock entitled to vote thereon
shall be entitled to cast the same number of votes as the holder of such shares
is entitled to cast generally in the election of each director. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, a
director, or the entire Board of Directors, may be removed from office at any
time, with cause, by the affirmative vote of the holders of at least a majority
of the voting power of the Corporations then outstanding capital stock
entitled to vote generally at an election of directors. B-2




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(g) Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Restated Certificate of Incorporation applicable thereto, and
such directors so elected shall not be divided into classes pursuant to this
Article FIFTH unless expressly provided by such terms. (h) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the GCL, this
Restated Certificate of Incorporation, and any By-Laws adopted by the
stockholders; provided, however, that no By-Laws hereafter adopted by the
stockholders shall invalidate any prior act of the directors which would have
been valid if such By-Laws had not been adopted. SIXTH: No director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the GCL as the same exists or may hereafter be
amended. If the GCL is amended hereafter to authorize the further elimination
or limitation of the liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
authorized by the GCL, as so amended. Any repeal or modification of this
Article SIXTH shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification. SEVENTH: The Corporation shall indemnify its directors and officers, to
the fullest extent authorized or permitted by law, as now or hereafter in
effect, and such right to indemnification shall continue as to a person who has
ceased to be a director or officer of the Corporation and shall inure to the
benefit of his or her heirs, executors and personal and legal representatives;
provided, however, that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or
consented to by the Board of Directors. The right to indemnification conferred
by this Article SEVENTH shall include the right of directors and officers to be
paid by the Corporation the expenses (including attorneys fees) incurred in
defending or otherwise participating in any proceeding in advance of its final
disposition upon receipt by the Corporation of an undertaking by or on behalf
of the director or officer receiving advancement to repay the amount advanced
if it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation under this Article SEVENTH. The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this Article SEVENTH to directors and officers of the Corporation. The rights to indemnification and to the advance of expenses conferred in
this Article SEVENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under this Restated Certificate of Incorporation,
the By-Laws of the Corporation, any statute, agreement, vote of stockholders or
disinterested directors or otherwise. Any repeal or modification of this Article SEVENTH shall not adversely
affect any rights to indemnification or to the advancement of expenses of a
director or officer of the Corporation existing at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such
repeal or modification. EIGHTH: Any action required or permitted to be taken by the stockholders
of the Corporation at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice and B-3




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without a vote, if a consent or consents in writing, setting forth the action
so taken, shall be signed by all stockholders entitled to vote on the action
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded. Delivery made to the Corporations
registered office shall be by hand or by certified or registered mail, return
receipt requested. Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless, within 60
days of the earliest dated consent delivered in the manner required by this
Article EIGHTH to the Corporation, written consents signed by all holders
entitled to vote on the action are delivered to the Corporation by delivery to
its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of the stockholders are recorded. Any copy,
facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes
for which the original writing could be used, provided that such copy,
facsimile or other reproduction shall be a complete reproduction of the entire
original writing. NINTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the GCL) outside the State of Delaware
at such place or places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation. TENTH: In furtherance and not in limitation of the powers conferred upon
it by the laws of the State of Delaware, the Board of Directors shall have the
power to adopt, amend, alter, change or repeal the
Corporations By-Laws. The affirmative vote of at least a majority of the
entire Board of Directors shall be required to adopt, amend, alter, change or
repeal the Corporations By-Laws; provided, however, that the Board of
Directors may not adopt, amend, alter, change or repeal any By-Laws
establishing what constitutes a quorum at a stockholders meeting. The
Corporations By-Laws also may be adopted, amended, altered, changed or
repealed by the affirmative vote of at least a majority of the voting power of
the Corporations then outstanding capital stock entitled to vote at an
election of directors. ELEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation in
the manner now or hereafter prescribed in this Restated Certificate of
Incorporation, the Corporations By-Laws or the GCL, and all rights herein
conferred upon stockholders are granted subject to such reservation; provided,
however, that, notwithstanding any other provision of this Restated Certificate
of Incorporation (and in addition to any other vote that may be required by
law), the affirmative vote of the holders of at least 75% of the voting power
of the Corporations then outstanding capital stock entitled to vote at an
election of directors shall be required to amend, alter, change or repeal, or
to adopt any provision as part of this Restated Certificate of Incorporation
inconsistent with the purpose and intent of Articles FIFTH, EIGHTH and TENTH of
this Restated Certificate of Incorporation or this Article ELEVENTH. IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate
of Incorporation to be executed on its behalf
this       day of      , 2004. RUSSELL CORPORATIONBy:Name:Title:
 B-4




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EXHIBIT C FORM OF CERTIFICATE OF
DESIGNATION

of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of RUSSELL CORPORATION Pursuant to Section 151 of the
Delaware General Corporation Law Russell Corporation (the Corporation), a corporation organized and
existing under the laws of the State of Delaware, hereby certifies that
pursuant to the provisions of Section 151 of the Delaware General Corporation
Law, its Board of Directors adopted the following resolution, which resolution
remains in full force and effect as of the date hereof: RESOLVED, that the Board of Directors of Russell Corporation (the
Corporation) hereby fixes and determines the voting powers, designations,
preferences and relative, participating, optional and other special rights and
qualifications, limitations or restrictions of 500,000 shares out of the class
of 10,000,000 shares of authorized preferred stock, par value $.01 per share
(such class being the Preferred Stock), by establishing and designating a
series of such Preferred Stock as follows: SECTION 1. Designation and Amount. The shares of such series shall be
designated as the Series A Junior Participating Preferred Stock and the
number of shares constituting such series shall be 500,000. SECTION 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock shall be
entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for that purpose, quarterly dividends payable
in cash on March 31, June 30, September 30 and December 31 in each year
(each such date being referred to herein as a Quarterly Dividend Payment
Date), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A Junior
Participating Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $100 and (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions
other than a dividend payable in shares of Common Stock, par value $.01 per
share (the Common Stock), or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common
Stock of the Corporation since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. In the event the Corporation shall at
any time after October 25, 1989 (the Rights Declaration Date) (i) declare
any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the
amount to which holders of shares of Series A Junior Participating Preferred
Stock were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event. C-1




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(B) The Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$100 per share on the Series A Junior Participating Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C)
Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of
Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid
on the shares of Series A Junior Participating Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable
on such shares shall be allocated pro rata on a share-by-share basis among
all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 60
days prior to the date fixed for the payment thereof. SECTION 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of
Series A Junior Participating Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the number of votes per share to which holders of shares of Series A
Junior Participating Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event. (B)
Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation. (C) (i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a default period) which shall extend
until such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period on
all shares of Series A Junior Participating Preferred Stock then outstanding
shall have been declared and paid or set apart for payment. During each
default period, all holders of Preferred Stock (including holders of the
Series A Junior Participating Preferred Stock) with dividends in arrears in
an amount equal to six (6) quarterly dividends thereon, voting as a class,
irrespective of series, shall, in addition to all other voting rights which
the holders of shares of the Series A Junior Participating Preferred Stock
may have, have the right to elect two (2) directors. (ii) During any default period, such voting rights of the holders
of Series A Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of C-2




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this Section 3(C) or at any annual meeting of stockholders, and thereafter
at annual meetings of stockholders, provided that neither such voting rights
nor the right of the holders of any other series of Preferred Stock, if any,
to increase, in certain cases, the authorized number of directors shall be
exercised unless the holders of not less than ten percent (10%) in number of
shares of Preferred Stock outstanding shall be present in person or by proxy
at such meeting. The absence of a quorum of the holders of Common Stock
shall not affect the exercise by the holders of Preferred Stock of such
voting rights. At any meeting at which the holders of Preferred Stock shall
exercise such voting rights initially during an existing default period,
they shall have the right, voting as a class, to elect directors to fill
such vacancies, if any, in the Board of Directors as may then exist up to
two (2) directors or, if such right is exercised at an annual meeting, to
elect two (2) directors. If the number which may be so elected at any
special meeting does not amount to the required number, the holders of the
Preferred Stock shall have the right to make such increase in the number of
directors as shall be necessary to permit the election by them of the
required number. After the holders of the Preferred Stock shall have
exercised their right to elect directors in any default period and during
the continuance of such period, the number of directors shall not be
increased or decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity securities ranking
senior to or pari passu with the Series A Junior Participating Preferred
Stock. (iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect directors,
the Board of Directors may order, or any stockholder or stockholders owning
in the aggregate not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding, irrespective of series, may request,
the calling of a special meeting of the holders of Preferred Stock, which
meeting shall thereupon be called by the Chairman of the Board of Directors,
the President, a Vice-President or the Secretary of the Corporation. Notice
of such meeting and of any annual meeting at which holders of Preferred
Stock are entitled to vote pursuant to this Paragraph (C)(iii) shall be
given to each holder of record of Preferred Stock by mailing a copy of such
notice to him at his last address as the same appears on the books of the
Corporation. Such meeting shall be called for a time not earlier than 20
days and not later than 60 days after such order or request; or in default
of the calling of such meeting within 60 days after such order or request,
such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding. Notwithstanding the
provisions of this Paragraph (C)(iii), no such special meeting shall be
called during the period within 60 days immediately preceding the date fixed
for the next annual meeting of the stockholders. (iv) In any default period, the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of directors until the holders of
Preferred Stock shall have exercised their right to elect two (2) directors
voting as a class, after the exercise of which right (x) the directors so
elected by the holders of Preferred Stock shall continue in office until
their successors shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy in the Board of
Directors may (except as provided in Paragraph (C)(ii) of this Section 3) be
filled by vote of a majority of the remaining directors theretofore elected
by the holders of the class of stock which elected the director whose office
shall have become vacant. References in this Paragraph (C) to directors
elected by the holders of a particular class of stock shall include
directors elected by such directors to fill vacancies as provided in clause
(y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect directors shall cease,
(y) the term of any directors elected by the holders of Preferred Stock as a
class shall terminate, and (z) the number of directors shall be such number
as may be provided for in the Restated Certificate of Incorporation or the
Amended and Restated Bylaws irrespective of any increase made pursuant to
the provisions of paragraph (C)(ii) of this Section 3 (such number being
subject, however, to change thereafter in any manner provided by law or in
the Restated Certificate of Incorporation or the Amended and Restated
Bylaws. Any vacancies in the Board of C-3




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Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining
directors. (D) Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any
corporate action. SECTION 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A
Junior Participating Preferred Stock outstanding shall have been paid in
full, the Corporation shall not (i) declare or pay dividends on, make any
other distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up of the Corporation) to the
Series A Junior Participating Preferred Stock; (ii) declare or pay dividends
on or make any other distributions on any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding
up of the Corporation) with the Series A Junior Participating Preferred
Stock, except dividends paid ratably on the Series A Junior Participating
Preferred Stock and all such parity stock on which dividends are payable or
in arrears in proportion to the total amounts to which the holders of all
such shares are then entitled; (iii) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up of the Corporation)
with the Series A Junior Participating Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of
any such parity stock in exchange for shares of any stock of the Corporation
ranking junior (either as to dividends or upon dissolution, liquidation or
winding up of the Corporation) to the Series A Junior Participating
Preferred Stock; or (iv)
purchase or otherwise acquire for consideration any shares of  Series A Junior Participating Preferred Stock, or any shares of  stock ranking on a parity with the Series A Junior Participating Preferred
Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
 shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences
of the respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes. (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of
the Corporation unless the Corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner. SECTION 5. Reacquired Shares. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein or in the Restated Certificate of Incorporation of the Corporation. SECTION 6. Liquidation, Dissolution or Winding Up. (A) Upon any voluntary
or involuntary liquidation, dissolution or winding-up of the Corporation, no
distribution shall be made (i) to the holders of shares of Common Stock or any
other stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding-up of the Corporation) to the Series A Junior
Participating Preferred Stock unless prior thereto, the C-4




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holders of shares of Series A Junior Participating Preferred Stock shall have
received the higher of $100 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to the holders of Common Stock;
nor (ii) to the holders of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding-up of the Corporation) with the Series
A Junior Participating Preferred Stock, except distributions made ratably on
the Series A Junior Participating Preferred Stock and all other such parity
stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding-up. In the
event the Corporation shall at any time declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Junior Participating
Preferred Stock were entitled immediately prior to such event under the
provision in clause (i) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. SECTION 7. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Junior Participating Preferred Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event. SECTION 8. No Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable. SECTION 9. Ranking. The Series A Junior Participating Preferred Stock
shall rank junior to all other series of the Corporations Preferred Stock as
to the payment of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise. SECTION 10. Amendment. The Restated Certificate of Incorporation, as
amended, of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Junior Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding shares of Series A Junior Participating Preferred Stock, voting
separately as a class. SECTION 11. Fractional Shares. Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder, in
proportion to such holders fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock. C-5




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IN WITNESS WHEREOF, Russell Corporation has caused this Certificate of
Designation to be signed by its duly authorized officer on this
     day of     , 200_.   
 C-6




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EXHIBIT E PROVISIONS OF ALABAMA BUSINESS CORPORATION ACT
RELATING TO DISSENTERS RIGHTS
ALABAMA CODE 
 Section 10-2B-13.01. Definitions. (1) Corporate
action means the filing of articles of merger or share
exchange by the probate judge or Secretary of State, or other action giving
legal effect to a transaction that is the subject of dissenters rights. (2) Corporation
means the issuer of shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or
share exchange of that issuer. (3) Dissenter
means a shareholder who is entitled to dissent from
corporate action under Section 10-2B-13.02 and who exercises that right when
and in the manner required by Sections 10-2B-13.20 through 10-2B-13.28. (4) Fair Value,
with respect to a dissenters shares, means the value
of the shares immediately before the effectuation of the corporate action to
which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be inequitable. (5) Interest
means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans, or, if none, at a rate that is fair
and equitable under all circumstances. (6) Record
shareholder means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares
to the extent of the rights granted by a nominee certificate on file with a
corporation. (7) Beneficial
shareholder means the person who is a beneficial owner
of shares held in a voting trust or by a nominee as the record shareholder. (8) Shareholder
means the record shareholder or the beneficial
shareholder. Section 10-2B-13.02. Right to dissent. (a) A shareholder is entitled to dissent from, and obtain payment of
the
fair value of his or her shares in the event of, any of the following corporate
actions: (1) Consummation of a plan
of merger to which the corporation is a party
(i) if shareholder approval is required for the merger by Section 10-2B-11.03
or the articles of incorporation and the shareholder is entitled to vote on the
merger or (ii) if the corporation is a subsidiary that is merged with its
parent under Section 10-2B-11.04; (2) Consummation of a plan
of share exchange to which the corporation is a
party as the corporation whose shares will be acquired, if the shareholder is
entitled to vote on the plan; (3) Consummation of a sale
or exchange by all, or substantially all, of
the property of the corporation other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange,
including a sale in dissolution, but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or substantially all
of the net proceeds of the sale will be distributed to the shareholders within
one year after the date of sale; E-1




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(4) To the extent that the
articles of incorporation of the corporation
so provide, an amendment of the articles of incorporation that materially
and adversely affects rights in respect to a dissenters shares because it: (i) Alters or abolishes a preferential right of
the shares; (ii) Creates, alters, or abolishes a right in
respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase of the shares; (iii) Alters or abolishes a preemptive right of
the holder of the shares
to acquire shares or other securities; (iv) Excludes or limits the right of the shares
to vote on any matter,
or to cumulate votes, other than a limitation by dilution through
issuance of shares or other securities with similar voting rights; or (v) Reduces the number of shares owned by the
shareholder to a fraction
of a share if the fractional share so created is to be acquired for cash
under Section 10-2B-6.04; or (5) Any corporate action
taken pursuant to a shareholder vote to the
extent the articles of incorporation, bylaws, or a resolution of the
board of directors provides that voting or nonvoting shareholders are
entitled to dissent and obtain payment for their shares. (b) A shareholder entitled to dissent and obtain payment for shares
under
this chapter may not challenge the corporate action creating his or her
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation. Section 10-2B-13.03. Dissent by nominees and beneficial owners. (a) A record shareholder may assert dissenters rights as to
fewer than
all of the shares registered in his or her name only if he or she dissents with
respect to all shares beneficially owned by any one person and notifies the
corporation in writing of the name and address of each person on whose behalf
he or she asserts dissenters rights. The rights of a partial dissenter under
this subsection are determined as if the shares to which he or she dissents and
his or her other shares were registered in the names of different shareholders. (b) A beneficial shareholder may assert dissenters rights as
to shares held
on his or her behalf only if: (1) He or she submits to
the corporation the record shareholders written
consent to the dissent not later than the time the beneficial shareholder
asserts dissenters rights; and (2) He or she does so with
respect to all shares of which he or she is the
beneficial shareholder or over which he or she has power to direct the vote. Section 10-2B-13.20. Notice of dissenters rights. (a) If proposed corporate action creating dissenters rights
under Section
10-2B-13.02 is submitted to a vote at a shareholders meeting, the meeting
notice must state that shareholders are or may be entitled to assert
dissenters rights under this article and be accompanied by a copy of this
article. (b) If corporate action creating dissenters rights under
Section
10-2B-13.02 is taken without a vote of shareholders, the corporation shall (1)
notify in writing all shareholders entitled to assert dissenters rights that
the action was taken; and (2) send them the dissenters notice described in
Section 10-2B-13.22. Section 10-2B-13.21. Notice of intent to demand payment. (a) If proposed corporate action creating dissenters rights
under Section
10-2B-13.02 is submitted to a vote at a shareholders meeting, a shareholder
who wishes to assert dissenters rights (1) must deliver to the E-2




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corporation before the vote is taken written notice
of his or her intent to
demand payment or his or her shares if the proposed action is effectuated; and
(2) must not vote his or her shares in favor of the proposed action. (b) A shareholder who does not satisfy the requirements of
subsection (a)
is not entitled to payment for his or her shares under this article. Section 10-2B-13.22. Dissenters notice. (a) If proposed corporate action creating dissenters rights
under Section
10-2B-13.02 is authorized at a shareholders meeting, the corporation shall
deliver a written dissenters notice to all shareholders who satisfied the
requirements of Section 10-2B-13.21. (b) The dissenters notice must be sent no later than
10 days after the
corporate action was taken, and must: (1) State where the payment
demand must be sent; (2) Inform holders of
shares to what extent transfer of the shares will be
restricted after the payment demand is received; (3) Supply a form for
demanding payment; (4) Set a date by which the
corporation must receive the payment demand,
which date may not be fewer than 30 nor more than 60 days after the date the
subsection (a) notice is delivered; and (5) Be accompanied by a
copy of this article. Section 10-2B-13.23. Duty to demand payment. (a) A shareholder sent a dissenters notice described in
Section
10-2B-13.22 must demand payment in accordance with the terms of the dissenters
notice. (b) The shareholder who demands payment retains all other rights of
a
shareholder until those rights are canceled or modified by the taking of the
proposed corporate action. (c) A shareholder who does not demand payment by the date set in the
dissenters notice is not entitled to payment for his or her shares under this
article. (d) A shareholder who demands payment under subsection (a) may
not
thereafter withdraw that demand and accept the terms offered under the proposed
corporate action unless the corporation shall consent thereto. Section 10-2B-13.24. Share restrictions. (a) Within 20 days after making a formal payment demand, each
shareholder
demanding payment shall submit the certificate or certificates representing his
or her shares to the corporation for (1) notation thereon by the corporation
that such demand has been made and (2) return to the shareholder by the
corporation. (b) The failure to submit his or her shares for notation shall, at
the
option of the corporation, terminate the shareholders rights under this
article unless a court of competent jurisdiction, for good and sufficient
cause, shall otherwise direct. (c) If shares represented by a certificate on which notation has
been made
shall be transferred, each new certificate issued therefor shall bear similar
notation, together with the name of the original dissenting holder of such
shares. E-3




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(d) A transferee of such shares shall acquire by such transfer no
rights
in the corporation other than those which the original dissenting shareholder
had after making demand for payment of the fair value thereof. Section 10-2B-13.25. Offer of payment. (a) As soon as the proposed corporate action is taken, or upon
receipt of
a payment demand, the corporation shall offer to pay each dissenter who
complied with Section 10-2B-13.23 the amount the corporation estimates to be
the fair value of his or her shares, plus accrued interest. (b) The offer of payment must be accompanied by: (1) The corporations
balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of the offer, an income
statement for that year, and the latest available interim financial
statements, if any; (2) A statement of the
corporations estimate of the fair value of the shares; (3) An explanation of how
the interest was calculated; (4) A statement of the
dissenters right to demand payment under
Section 10-2B-13.28; and (5) A copy of this article. (c) Each dissenter who agrees to accept the corporations offer
of payment
in full satisfaction of his or her demand must surrender to the corporation the
certificate or certificates representing his or her shares in accordance with
terms of the dissenters notice. Upon receiving the certificate or
certificates, the corporation shall pay each dissenter the fair value of his or
her shares, plus accrued interest, as provided in subsection (a). Upon
receiving payment, a dissenting shareholder ceases to have any interest in the
shares. Section 10-2B-13.26. Failure to take corporate action. (a) If the corporation does not take the proposed action within
60 days
after the date set for demanding payment, the corporation shall release the
transfer restrictions imposed on shares. (b) If, after releasing transfer restrictions, the corporation takes
the
proposed action, it must send a new dissenters notice under Section
10-2B-13.22 and repeat the payment demand procedure. Section 10-2B-13.27. Reserved. Section 10-2B-13.28. Procedure if
shareholder dissatisfied with offer of
payment. (a) A dissenter may notify the corporation in writing of his or her
own
estimate of the fair value of his or her shares and amount of interest due, and
demand payment of his or her estimate, or reject the corporations offer under
Section 10-2B-13.25 and demand payment of the fair value of his or her shares
and interest due, if: (1) The dissenter believes
that the amount offered under Section
10-2B-13.25 is less than the fair value of his or her shares or that the
interest due is incorrectly calculated; (2) The corporation fails
to make an offer under Section 10-2B-13.25
within 60 days after the date set for demanding payment; or (3) The corporation, having
failed to take the proposed action, does not
release the transfer restrictions imposed on shares within 60 days after the
date set for demanding payment. (b) A dissenter waives his or her right to demand payment under this
section unless he or she notifies the corporation or his or her demand in
writing under subsection (a) within 30 days after the corporation offered
payment for his or her shares. E-4




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Section 10-2B-13.30. Court action. (a) If a demand for payment under Section 10-2B-13.28 remains
unsettled,
the corporation shall commence a proceeding within 60 days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding
within the 60 day period, it shall pay each dissenter whose demand remains
unsettled the amount demanded. (b) The corporation shall commence the proceeding in the circuit
court of
the county where the corporations principal office (or, if none in this state,
its registered office) is located. If the corporation is a foreign corporation
without a registered office in this state, it shall commence the proceeding in
the county in this state where the registered office of the domestic
corporation merged with or whose shares were acquired by the foreign
corporation was located. (c) The corporation shall make all dissenters (whether or not
residents of
this state) whose demands remain unsettled parties to the proceeding as in an
action against their shares, and all parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided under the Alabama Rules of Civil Procedure. (d) After service is completed, the corporation shall deposit with
the
clerk of the court an amount sufficient to pay unsettled claims of all
dissenters party to the action in an amount per share equal to its prior
estimate of fair value, plus accrued interest, under Section 10-2B-13.25. (e) The jurisdiction of the court in which the proceeding is
commenced
under subsection (b) is plenary and exclusive. The court may appoint one or
more persons as appraisers to receive evidence and recommend decision on the
question of fair value. The appraisers have the powers described in the order
appointing them, or in any amendment to it. The dissenters are entitled to the
same discovery rights as parties in other civil proceedings. (f) Each dissenter made a party to the proceeding is entitled to
judgment
for the amount the court finds to be the fair value of his or her shares, plus
accrued interest. If the courts determination as to the fair value of a
dissenters shares, plus accrued interest, is higher than the amount estimated
by the corporation and deposited with the clerk of the court pursuant to
subsection (d), the corporation shall pay the excess to the dissenting
shareholder. If the courts determination as to fair value, plus accrued
interest, of a dissenters shares is less than the amount estimated by the
corporation and deposited with the clerk of the court pursuant to subsection
(d), then the clerk shall return the balance of funds deposited, less any costs
under Section 10-2B-13.31, to the corporation. (g) Upon payment of the judgment, and surrender to the corporation
of the
certificate or certificates representing the appraised shares, a dissenting
shareholder ceases to have any interest in the shares. Section 10-2B-13.31. Court costs and counsel fees. (a) The court in an appraisal proceeding commenced under Section
10-2B-13.30 shall determine all costs of the proceeding, including compensation
and expenses of appraisers appointed by the court. The court shall assess the
costs against the corporation, except that the court may assess costs against
all or some of the dissenters, in amounts the court finds equitable, to the
extent the court finds the dissenters acted arbitrarily, vexatiously, or not in
good faith in demanding payment under Section 10-2B-13.28. (b) The court may also assess the reasonable fees and expenses of
counsel
and experts for the respective parties, in amounts the court finds equitable: (1) Against the corporation
and in favor of any or all dissenters if the
court finds the corporation did not substantially comply with the requirements
of Sections 10-2B-13.20 through 10-2B-13.28; or E-5




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(2) Against either the
corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith
with respect to the rights provided by this chapter. (c) If the court finds that the services of counsel for any
dissenter were
of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to these counsel reasonable fees to be paid out of the amounts
awarded the dissenters who were benefited. Section 10-2B-13.32. Status of shares after payment. Shares acquired by a corporation pursuant to payment of the agreed value
therefor or to payment of the judgment entered therefor, as in this chapter
provided, may be held and disposed of by such corporation as in the case of
other treasury shares, except that, in the case of a merger or share exchange,
they may be held and disposed of as the plan of merger or share exchange may
otherwise provide. E-6




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EXHIBIT F CHARTER OF THE
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
RUSSELL CORPORATION I.Purpose The Audit Committee (the Committee) is appointed by the Board
of
Directors (the Board) of Russell Corporation (the Company) to assist the
Board in monitoring (1) the integrity of the financial statements of the
Company, (2) the independent auditors qualifications and independence, (3) the
performance of the Companys internal audit function and independent auditors,
and (4) the compliance by the Company with legal and regulatory requirements. The Committee shall prepare the report required by the rules of the
Securities and Exchange Commission (the Commission) to be included in the
Companys annual proxy statement. II.Committee Membership Composition A. The Committee shall be comprised of no fewer than three members.
The
members of the Committee shall meet the independence and financial literacy
requirements of the New York Stock Exchange. At least one member of the
Committee shall be an audit committee financial expert as defined by the
Commission.1 Committee members shall not simultaneously serve on the audit
committees of more than two other public companies unless the Board
affirmatively determines that such simultaneous service would not impair the
ability of the member to effectively serve on the Committee. B. The members of the Committee shall be appointed by the Board on
the
recommendation of the Corporate Governance Committee and may be replaced by the
Board. Unless a Chairperson is elected by the Board, the members of the
Committee may designate a Chairperson by majority vote of the full Committee
membership. III.Meetings The Committee shall meet as often as it determines, but not less
frequently than quarterly and each time the Company proposes to issue an
earnings press release. The Committee shall meet periodically with management,
the internal auditors and the independent auditor in separate executive
sessions. The Committee may request any officer or employee of the Company or
the Companys outside counsel or
independent auditor to attend a meeting of the Committee or to meet with
any members of, or consultants to, the Committee. IV.Responsibilities and Duties The Committee shall have the sole authority to appoint or replace the
independent auditor (subject, if applicable, to shareholder ratification). The
Committee shall be directly responsible for the appointment, compensation,
retention and oversight of the work of the independent auditor (including
resolution of disagreements between management and the independent auditor
regarding financial reporting) and any other registered public accounting firm
engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attest services for the Company. The independent auditor
and each such registered public accounting firm shall report directly to the
Committee.   1
    
    Neither the SEC nor the NYSE require an audit committee financial
expert, although SEC rules require disclosure regarding whether such an
expert serves on the committee and if not, an explanation as to why not.
The NYSE rules do require that at least one member have accounting or
related financial management expertise and provide that an audit committee
financial expert may be presumed to have such expertise. F-1




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The Committee shall pre-approve all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company by its independent auditor, subject to the de minimis exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act
and Commission rules thereunder which are approved by the Committee prior to
the completion of the audit. The Committee may form and delegate authority to
subcommittees consisting of one or more members when appropriate, including the
authority to grant pre-approvals of audit and permitted non-audit services,
provided that decisions of such subcommittee to grant pre-approvals shall be
presented to the full Committee at its next scheduled meeting. The Committee shall have the authority, to the extent it deems necessary
or appropriate, to retain independent legal, accounting or other advisors. The
Company shall provide for appropriate funding, as determined by the Committee,
for payment of compensation to the independent auditor for the purpose of
rendering or issuing an audit report or performing other audit, review or
attest services for the Company and to any advisors employed by the Committee. The Committee shall make regular reports to the Board. The Committee
shall
review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval. The Committee shall annually review
the Committees own performance. The Committee, to the extent it deems necessary or appropriate, shall: Financial Statement and Disclosure Matters 1. Review and discuss with
management and the independent auditor the
Companys annual audited financial statements, including disclosures made in
Managements Discussion and Analysis of Financial Condition and Results of
Operations (MD&A), and recommend to the Board whether the audited
financial statements should be included in the Companys Annual Report on
Form 10-K. 2. Review and discuss with
management and the independent auditor the
Companys quarterly financial statements prior to the filing of the
Companys Quarterly Report on Form 10-Q, including the results of the
independent auditors review of the quarterly financial statements and the
disclosures made in MD&A. 3. Discuss with management
and the independent auditor significant
financial reporting issues and judgments made in connection with the
preparation of the Companys financial statements, including any significant
changes in the Companys selection or application of accounting principles,
any major issues as to the adequacy of the Companys internal controls and
any special steps adopted in light of material control deficiencies. 4. Review and discuss
reports from the
independent auditors on: (a) All critical accounting policies and
practices to be used. (b) All alternative treatments of financial
information within
generally accepted accounting principles that have been discussed by the
independent auditors with management, ramifications of the use of such
alternative disclosures and treatments, and the treatment preferred by
the independent auditor. (c) Other material written communications
between the independent
auditor and management, such as any management letter or schedule of
unadjusted differences. 5. Discuss with management
the Companys earnings press releases and
the overall quality of the Companys reported earnings, including the use in
press releases of any pro forma or adjusted non-GAAP information, as
well as financial information and earnings guidance provided to analysts and
rating agencies. Such discussion may be done generally (consisting of
discussing the types of information to be disclosed and the types of
presentations to be made). F-2




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6. Discuss with management
and the independent auditor the effect of
regulatory and accounting initiatives as well as any off-balance sheet
structures or entities on the Companys financial statements. 7. Discuss with management
the Companys major financial risk exposures
and the steps management has taken to monitor and control such exposures,
including the Companys risk assessment and risk management policies. 8. Discuss with the
independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct of
the audit, including any difficulties encountered in the course of the audit
work, any restrictions on the scope of activities or access to requested
information, and any significant disagreements with management. 9. Review disclosures made
to the Committee by the Companys CEO and CFO
during their certification process for the Companys Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q about any significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
Companys ability to record, process, summarize and report financial
information and any fraud involving management or other employees who have a
significant role in the Companys internal control over financial reporting. Oversight of the Companys Relationship with the Independent Auditor 10. Obtain and review a
report from the independent auditor at least
annually regarding (a) the independent auditors internal quality-control
procedures, (b) any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities within the preceding
five years respecting one or more independent audits carried out by the firm,
(c) any steps taken to deal with any such issues, and (d) all relationships
between the independent auditor and the Company. Evaluate the qualifications,
performance and independence of the independent auditor, including considering
whether the auditors quality controls are adequate and the provision of
permitted non-audit services is compatible with maintaining the auditors
independence, and taking into account the opinions of management and internal
auditors. Such evaluation should include the review and evaluation of the lead
partner of the independent auditor team. The Committee shall present its
conclusions with respect to the independent auditor to the Board. 11. Monitor compliance by
the independent auditor with the audit partner
rotation requirements contained in the Commissions rules. Consider whether, in
order to assure continuing auditor independence, it is appropriate to adopt a
policy of rotating the independent auditing firm on a regular basis. 12. Establish policies for
the Companys hiring of employees or former
employees of the independent auditor. 13. Discuss with the
independent auditor any matters on which they
consulted their national office. 14. Meet with the
independent auditor prior to the audit to discuss the
planning and staffing of the audit. 15. Review and approve in
advance any services provided by the independent
auditors to the Companys executive officers or members of their immediate
family. Oversight of the Companys Internal Audit Function 16. Review the appointment,
compensation, performance, and retention of
the senior internal auditing executive. 17. Review the significant
reports to management prepared by the internal
auditing department and managements responses. F-3




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18. Discuss with the
independent auditor and management the internal
audit department responsibilities, budget and staffing and any recommended
changes in the planned scope of the internal audit. Compliance Oversight Responsibilities 19. Obtain from the
independent auditor assurance that Section 10A(b)
of the Exchange Act has not been implicated. This section requires the
independent auditor, if it detects or becomes aware of any illegal act, to
assure that the Committee is adequately informed and to provide a report if
the independent auditor has reached specified conclusions with respect to
such illegal acts. 20. Obtain reports from
management, the Companys senior internal
auditing executive and the independent auditor that the Company and its
subsidiary/foreign affiliated entities are in conformity with applicable
legal requirements and the Companys Business Conduct Guidelines. Review
reports and disclosures of insider and affiliated party transactions. Advise
the Board with respect to the Companys policies and procedures regarding
compliance with applicable laws and regulations and with the Companys Code
of Business Conduct and Ethics. 21. Establish procedures
for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters. 22. Discuss with management
and the independent auditor any
correspondence with regulators or governmental agencies and any published
reports which raise material issues regarding the Companys financial
statements or accounting policies. 23. Discuss with the
Companys General Counsel legal matters that may
have a material impact on the financial statements or the Companys
compliance policies and any matters involving potential or ongoing material
violations of law or breaches of fiduciary duty by the Company or any of its
directors, officers, employees or agents. 24. Review with management
the policies and procedures with respect to
officers expense accounts and perquisites, including their use of corporate
assets, and consider the results of any review of these areas by the
internal auditing department or the independent auditors. 25. Perform such other
duties and responsibilities as may be assigned
to the Committee from time to time by the Board and/or the Chairman of the
Board. V.Limitation of Audit Committees Role While the Audit Committee has the responsibilities and powers set forth
in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Companys financial statements are complete and
accurate and are in accordance with generally accepted accounting principles
and applicable rules and regulations. These are the responsibilities of
management and the independent auditor. F-4




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RUSSELL CORPORATION
Atlanta, Georgia PROXY FOR ANNUAL MEETING OF SHAREHOLDERSAPRIL 21, 2004
(This Proxy is solicited by the Board of Directors of the Company) The undersigned shareholder of Russell Corporation (the
Company) hereby
appoints Herschel M. Bloom and Mary Jane Robertson, 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 sales office of the
Company located at 281 Sales Office Drive, Alexander City, Alabama 35011, on
April 21, 2004 at 11:00 a.m., Central Daylight Time, or any adjournment
thereof. The proxies will vote the shares represented by this proxy as the
shareholder directs. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS
LISTED BELOW.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED PURSUANT TO THE BOARD OF
DIRECTORS RECOMMENDATION. Please mark your vote as indicated in this example x  1.
    
    ELECTION OF DIRECTORSFor terms expiring with the Annual Meeting of
Shareholders in 2007: C.V. Nalley III, John R. Thomas, John A. White. o
    
    FORall nominees above (except as marked to the
contrary)
    
    o
    
    WITHHOLD AUTHORITYto vote for all
nominees above
  INSTRUCTION: To withhold authority to vote for an individual nominee, write his
or her name in the space provided below. 2.
    
    REINCORPORATION PROPOSALTo approve the Agreement and Plan of Merger,
dated January 30, 2004, by and between the Company and Russell
Corporation, a Delaware corporation and a wholly owned subsidiary of the
Company (Russell Delaware), pursuant to which the Company will
reincorporate in the State of Delaware by merging with and into Russell
Delaware, with Russell Delaware surviving the merger. o     FOR     
o     AGAINST     
o     ABSTAIN
 (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)




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(Continued from reverse side.) THE PROXIES ARE AUTHORIZED TO VOTE AT THEIR
DISCRETION ON ALL OTHER MATTERS
PROPERLY BROUGHT BEFORE THE MEETING. VOTE BY MAIL: Please mark, sign and date your proxy
card and return it in the
postage paid envelope provided. TO CHANGE YOUR VOTE: 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. Signature(s) of ShareholderDated:
    
    , 2004PLEASE DATE AND SIGN EXACTLY
AS NAME APPEARS ON THIS
PROXY. 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 AND INDICATE TITLE OF
AUTHORIZED OFFICER WHO SIGNS.
 PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.