##### Table of Contents






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 will be held on
Wednesday, April 24, 2002, at 11:00 a.m., Central
Daylight Time, at the general offices of the Company in
Alexander City, Alabama, for the following purposes:



| |                                                                                                            
| | -----------------------------------------------------------------------------------------------------------
| | (1) To elect three (3) directors to the
        Board of Directors for three-year terms ending in 2005; and
|
| | (2) To transact such other business as may
        properly come before the meeting.                       

Holders of the Common Stock of the Company at the
close of business on March 6, 2002, are entitled to notice
of and to vote upon all matters at the Annual Meeting.

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



| |                                                      
| | -----------------------------------------------------
| | BY ORDER OF THE BOARD OF DIRECTORS                   
|
| | FLOYD G. HOFFMAN                                     
| | Senior Vice President, Corporate
        Development,
| | General Counsel and Secretary                        

Alexander City, Alabama

March 22, 2002




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|                                                                                   |  |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 24, 2002  
|MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
|EXECUTIVE COMPENSATION                                                            
|SHAREHOLDER PROPOSALS                                                             
|GENERAL INFORMATION                                                               
|Restated Articles of Incorporation                                                
|Bylaws                                                                            
|Note Agreement                                                                    
|Amendment No. 9 Relating to Senior Notes                                          
|Amended and Restated Credit Agreement                                             
|Guarantee and Collateral Agreement                                                
|Intercreditor and Agency Agreement                                                
|Letter Agreement                                                                  
|First Amendment to Flexible Defferal Plan                                         
|Amendment to Employee Stock Purchase Plan                                         
|Change of Control Employment Agreement                                            
|Supply Agreement                                                                  
|Supplemental Retirement Benefit Plan                                              
|Employment Agreement                                                              
|Employment Agreement                                                              
|Computations of Income                                                            
|Russell Corporation Financials                                                    
|Subsidiaries of the Company                                                       
|Consent of Ernst & Young LLP                                                      
|Powers of Attorney                                                                
|Proxy Statement                                                                   



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##### Table of Contents



RUSSELL CORPORATION









PROXY STATEMENT FOR THE ANNUAL MEETING
OF


SHAREHOLDERS TO BE HELD APRIL 24,
2002





This Proxy Statement is furnished by, and the
accompanying proxy is solicited on behalf of the Board of
Directors of Russell Corporation, an Alabama corporation (the
Company), for use at its Annual Meeting of
Shareholders to be held at the general offices of the Company at
755 Lee Street, Alexander City, Alabama 35011, on Wednesday,
April 24, 2002, at 11:00 a.m., Central Daylight Time,
and at any adjournment thereof (the Annual Meeting).
The Proxy Statement and accompanying proxy will initially be
mailed to shareholders on or about March 22, 2002.

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

ELECTION OF DIRECTORS

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 Herschel M. Bloom, Ronald G. Bruno and Mary Jane Robertson
will expire at the Annual Meeting, and each has been nominated
for reelection at the Annual Meeting to serve until the Annual
Meeting of Shareholders in 2005, and until their successors have
been duly elected and qualified. Proxies cannot be voted for
more than three persons, and in the absence of contrary
instructions, shares represented by the Board of Directors
proxies will be voted for the election of these nominees. 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.

|                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOMINEES FOR TERMS EXPIRING IN 2005:
|(Herschel M. Bloom Photo)            |  | Herschel M. BloomAtlanta, GeorgiaDirector since 1986
        Age 58
        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 Chairman of the Management Development and
        Compensation Committee and a member of the Executive Committee
        of the Board of Directors.            
|                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(Ronald G. Bruno Photo)              |  | Ronald G. BrunoBirmingham, AlabamaDirector since 1992
        Age 50
        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 a member of the Finance and Nominating Committees
        of the Board of Directors.

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|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(Mary Jane Robertson Photo)                   |  | Mary Jane RobertsonAtlanta, GeorgiaDirector since 200
        Age 48
        Ms. Robertson has been Executive Vice President and Chief
        Financial Officer for Crum & Forster, a property and
        casualty insurance group, since 1999. She was previously Senior
        Vice President and Chief Financial Officer of Capsure Holdings
        Corp., an insurance products company. Ms. Robertson is a
        director of Crum&Forster Holdings, Inc.
        Ms. Robertson is Chairman of the Finance Committee and a member
        of the Audit Committee of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Directors Whose Terms Expire in
        2003:
|(John F. Ward Photo)                          |  | John F. WardAtlanta, GeorgiaDirector since 1998
        Age 58
        Mr. Ward was elected President and Chief Executive Officer of
        the Company effective March 31, 1998, and Chairman of the
        Board effective April 22, 1998. Prior to his elections to
        such positions, Mr. Ward was President of J. F. Ward Group,
        Inc., a consulting firm specializing in domestic and
        international apparel and textile industries, from 1996 to 1998.
        Prior to that time, Mr. Ward was Chief Executive Officer of
        the Hanes Group and Senior Vice President of Sara Lee
        Corporation. Mr. Ward is a director of the Metro Atlanta
        Chamber of Commerce and the State of Georgia Chamber of
        Commerce. He is a member of the advisory boards of the Robert C.
        Goizueta Business School at Emory University and the
        Kenan-Flagler Business School at the University of North
        Carolina-Chapel Hill.
        Mr. Ward is Chairman of the Executive Committee of the Board of
        Directors.
|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(Margaret M. Porter Photo)                    |  | Margaret M. PorterBirmingham, AlabamaDirector since 1997
        Age 51
        Ms. Porter currently serves as Chairman of the Board of Trustees
        of The Childrens Hospital of Alabama. She serves on the
        boards of The National Association of Childrens Hospitals
        and Related Institutions (NACHRI), 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 Chairman of the Corporate Responsibility Committee
        of the Board of Directors.                                                                                              
|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(Benjamin Russell Photo)                      |  | Benjamin RussellAlexander City, AlabamaDirector since 1963
        Age 64
        Mr. Russell is Chairman and Chief Executive Officer of Russell
        Lands, Incorporated, a land and timber company, and has held
        these positions for more than five years.
        Mr. Russell is a member of the Corporate Responsibility
        Committee of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Directors Whose Terms Expire in
        2004:
|(Tim Lewis Photo)                             |  | Tim LewisBirmingham, AlabamaDirector since 1995
        Age 46
        Mr. Lewis is President of T.A. Lewis & Associates, Inc., a
        telecommunications consulting firm, and has held this position
        for more than five years.
        Mr. Lewis is a member of the Corporate Responsibility and
        Management Development and Compensation Committees of the Board
        of Directors.                                                                                                                                                                                                                                                                                                                                                              
|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(C.V. Nalley III Photo)                       |  | C.V. Nalley IIIAtlanta, GeorgiaDirector since 1989
        Age 59
        Mr. Nalley is Chief Executive Officer, Nalley Automotive Group,
        which consists of automobile and truck sales and leasing
        companies, and has held this position for more than five
        years.
        Mr. Nalley is Chairman of the Nominating Committee and a member
        of the Management Development and Compensation Committee of the
        Board of Directors.                                                                                                                                                                                                                                                                                                  
|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(John R. Thomas Photo)                        |  | John R. ThomasAlexander City, AlabamaDirector since 1966
        Age 65
        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 Audit and Finance Committees of
        the Board of Directors.                                                                                                                                                                                                                                                                                                 
|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(John A. White Photo)                         |  | John A. WhiteFayetteville, ArkansasDirector since 1992
        Age 62
        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 Chairman of the Audit Committee and a member of the
        Nominating Committee of the Board of Directors.

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##### Table of Contents



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 Companys five most highly compensated executive
officers and the directors and executive officers of the Company
as a group, all as of March 6, 2002:

|                                                                    |  |                                           |           |             |  |            |           |            |  |          |           |        |  |  |           |  |  |  |       |  
|------------------------------------------------------------------- |  | ----------------------------------------- | --------- | ----------- |  | ---------- | --------- | ---------- |  | -------- | --------- | ------ |  |  | --------- |  |  |  | ----- | -
|                                                                    |  |                                           |           |            
|                                                                    |  | Amount and Nature of Beneficial Ownership |           |            
|                                                                    |  |                                           |           |            
|                                                                    |  | Sole Voting                               |           | Options     |  |            |           |           
|                                                                    |  | and                                       |           | Exercisable |  | Other      |           | Total      |  | Percent 
|                                                                    |  | Investment                                |           | Within      |  | Beneficial |           | Beneficial |  | of      
|Individual or Group                                                 |  | Power                                     |           | 60 Days     |  | Ownership  |           | Ownership  |  | Class(5)
|                                                                    |  |                                           |           |             |  |            |           |            |  |         
|John F. Ward                                                        |  |                                           | 73,168    |             |  |            | 1,157,066 |            |  |          | 615,960   | (1)(2) |  |  | 1,846,194 |  |  |  | 5.57  | %
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Herschel M. Bloom                                                   |  |                                           | 8,609     |             |  |            | 4,752     |            |  |          | 0         |        |  |  | 13,361    |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Ronald G. Bruno                                                     |  |                                           | 14,449    |             |  |            | 4,752     |            |  |          | 0         |        |  |  | 19,201    |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Tim Lewis                                                           |  |                                           | 1,084     |             |  |            | 4,752     |            |  |          | 0         |        |  |  | 5,836     |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|C.V. Nalley III                                                     |  |                                           | 12,185    |             |  |            | 4,752     |            |  |          | 0         |        |  |  | 16,937    |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Margaret M. Porter                                                  |  |                                           | 3,503     |             |  |            | 4,752     |            |  |          | 0         |        |  |  | 8,255     |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Mary Jane Robertson                                                 |  |                                           | 0         |             |  |            | 3,733     |            |  |          | 0         |        |  |  | 3,733     |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Benjamin Russell                                                    |  |                                           | 774,781   |             |  |            | 4,752     |            |  |          | 4,530,320 | (3)    |  |  | 5,309,853 |  |  |  | 16.59 | %
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|John R. Thomas                                                      |  |                                           | 109,657   |             |  |            | 4,752     |            |  |          | 490,121   | (4)    |  |  | 604,530   |  |  |  | 1.89  | %
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|John A. White                                                       |  |                                           | 3,604     |             |  |            | 4,752     |            |  |          | 0         |        |  |  | 8,356     |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Jonathan R. Letzler                                                 |  |                                           | 39,092    |             |  |            | 131,250   |            |  |          | 0         |        |  |  | 170,342   |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Robert D. Martin                                                    |  |                                           | 5,551     |             |  |            | 25,000    |            |  |          | 600,960   | (2)    |  |  | 631,511   |  |  |  | 1.97  | %
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|JT Taunton, Jr.                                                     |  |                                           | 15,270    |             |  |            | 50,000    |            |  |          | 0         |        |  |  | 65,270    |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Carol M. Mabe                                                       |  |                                           | 5,279     |             |  |            | 26,642    |            |  |          | 0         |        |  |  | 31,921    |  |  |  | *     |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|All Executive Officer and Directors as a group
        (27 persons) |  |                                           | 1,565,700 |             |  |            | 1,694,997 |            |  |          | 5,636,401 |        |  |  | 9,147,847 |  |  |  | 24.62 | %



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(*) | 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 Martin are two of three trustees
        and with respect to which they share voting rights.
        Messrs. Ward and Martin disclaim beneficial ownership with
        respect to such shares.                                                                                                                                                                                                                                                                                                
|   
|(3) | Includes (i) 556,296 share held by the Benjamin and Roberta
        Russell Foundation, Incorporated, a charitable corporation of
        which Mr. Russell is one of nine directors,
        (ii) 3,945,024 shares held by a trust created under the
        will of Benjamin C. Russell, of which Mr. Russell is one of
        four trustee, (iii) 25,000 shares held by the Adelia
        Russell Charitable Foundation, of which Mr. Russell is one
        of three trustees, and (iv) 4,000 shares held by a profit
        sharing plan of which Mr. Russell is one of two trustees.
|   
|(4) | Includes (i) 32,372 shares held by a trust of which
        Mr. Thomas is one of three trustees, (ii) 454,249
        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.                                                                                                                                                                                                                                                                                                   
|   
|(5) | For purposes of determining Percent of Class, options
        exercisable within sixty days are added to total shares
        outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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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 6,
2002:

|                                                                                      |  |                      |  |          |       |  
|------------------------------------------------------------------------------------- |  | -------------------- |  | -------- | ----- | -
|Name and Address                                                                      |  | Amount and Nature of |  | Percent 
|of Beneficial Owner                                                                   |  | Beneficial Ownership |  | of Class
|                                                                                      |  |                      |  |         
|Roberta A. Baumgardner
755 Lee Street
P.O. Box 272
Alexander City, Alabama 35011-0272 |  | 5,616,774 shares (1) |  |          | 17.55 | %
|                                                                                      |  |                      |  |          |       |  
|Benjamin Russell
755 Lee Street
P.O. Box 272
Alexander City, Alabama 35011-0272       |  | 5,309,853 shares (2) |  |          | 16.59 | %
|                                                                                      |  |                      |  |          |       |  
|Edith L. Russell
755 Lee Street
P.O. Box 272
Alexander City, Alabama 35011-0272       |  | 4,513,320 shares (3) |  |          | 14.10 | %
|                                                                                      |  |                      |  |          |       |  
|Nancy R. Gwaltney
755 Lee Street
P.O. Box 272
Alexander City, Alabama 35011-0272      |  | 4,502,642 shares (4) |  |          | 14.07 | %
|                                                                                      |  |                      |  |          |       |  
|AXA
25 Avenue Matignon
75008 Paris, France                                            |  | 2,025,911 shares (5) |  |          | 6.33  | %
|                                                                                      |  |                      |  |          |       |  
|Helen Alison
755 Lee Street
P.O. Box 272
Alexander City, Alabama 35011-0272           |  | 1,827,572 shares (6) |  |          | 5.71  | %
|                                                                                      |  |                      |  |          |       |  
|John F. Ward
3330 Cumberland Blvd.
Suite 800
Atlanta, Georgia 30339                   |  | 1,846,194 shares (7) |  |          | 5.57  | %
|                                                                                      |  |                      |  |          |       |  
|Barclays Global Investors,
N.A.
45 Fremont Street
San Francisco, CA 94105             |  | 1,612,345 shares (9) |  |          | 5.04  | %



---

|(1) |  | Includes 1,092,454 shares as to which Mrs. Baumgardner has sole voting and
investment power and 4,524,320 shares as to which she has shared voting and
investment power, consisting of 556,296 shares held by the Benjamin and
Roberta Russell Foundation, Incorporated, a charitable corporation of which
Mrs. Baumgardner is one of nine directors; 3,945,024 shares held by a trust
created under the will of Benjamin C. Russell of which Mrs. Baumgardner is
one of four trustees; and 23,000 shares held by The Calison Foundation, a
charitable corporation of which Mrs. Baumgardner is one of five trustees.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes 774,781 shares as to which Mr. Russell has sole voting and
investment power, presently exercisable options to acquire 4,752 shares and
4,530,320 shares as to which he has shared voting and investment power. See
Note (3) on page 3.                                                                                                                                                                                                                                                                                                                                                                      
|   
|(3) |  | Includes 12,000 shares as to which Mrs. Russell has sole voting and
investment power, and 4,501,320 shares as to which she has shared voting
and investment power, consisting of 556,296 shares held by the Benjamin and
Roberta Russell Foundation, Incorporated, a charitable corporation of which
Mrs. Russell is one of nine directors, and 3,945,024 shares held by a trust
created under the will of Benjamin C. Russell of which Mrs. Russell is one
of four trustees.                                                                                                                                        

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|(4) |  | Includes 556,296 shares held by the Benjamin and Roberta Russell
Foundation, Incorporated, a charitable corporation of which Mrs. Gwaltney
is one of nine directors; 3,945,024 shares held by a trust created under
the will of Benjamin C. Russell of which Mrs. Gwaltney is one of four
trustees; and 1,322 shares as to which Mrs. Gwaltney has sole voting and
investment power.                                                                                                                                                                                             
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(5) |  | From Schedule 13G filed with the Company on February 11, 2002, which states
that AXA, along with its affiliates, controls an aggregate of 2,025,911
shares. AXA and its affiliates have sole voting power with respect to
1,343,753 shares, sole dispositive power with respect to 1,151,111 shares,
shared voting power with respect to 5,905 shares and shared dispositive
power with respect to 874,800 shares. The names and addresses of AXAs
affiliated companies may be found in the Schedule 13G filed with the
Securities and Exchange Commission on February 11, 2002.
|   
|(6) |  | From Schedule 13G filed with the Company on February 14, 2002, on behalf of
Helen Alison and National Bank of Commerce in Birmingham, Alabama. Includes
1,827,572 shares held by trusts created under the will of J. C. Alison, of
which Mrs. Alison is one of two co-trustees and with respect to which Mrs.
Alison has shared voting and investment power.                                                                                                                                                                                                                     
|   
|(7) |  | Includes 15,000 shares owned by Mr. Wards spouse, options which are
exercisable within 60 days to acquire 1,157,066 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.
See notes (1) and (2) on page 3.                                                                                                                                                                     
|   
|(8) |  | For purposes of determining Percent of Class, options exercisable within
sixty days are added to total shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(9) |  | From Schedule 13G filed with the Company on February 12, 2002, which states
that Barclays Global Investors, N.A. and two other affiliated companies
have sole voting power with respect to 1,612,345 shares, sole dispositive
power with respect to 1,612,345 shares and shared voting and dispositive
power with respect to no shares.                                                                                                                                                                                                                                          

Committees of the Board of Directors; Meetings

The Board of Directors has standing executive, management development
and compensation, audit, finance, nominating, and corporate responsibility
committees. The members of each committee are indicated on pages 1 through 3 of
this Proxy Statement.

The Executive Committee is authorized to act in place of the Board of
Directors between meetings of the Board. The Executive Committee held five
meetings during 2001.

The Management Development and Compensation Committee supervises the
Companys general compensation strategies, including incentive compensation,
stock options and benefit programs. The Management Development and Compensation
Committee held four meetings during 2001.

The Audit Committee recommends to the Board of Directors the appointment
of the Companys independent accountants and reviews the audit plan, financial
statements and audit results. The Audit Committee also reviews the interim
financial statements with management and independent auditors prior to filing on
Form 10-Q and press releases. The Audit 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 Audit Committee is currently comprised of three directors who are not
officers of the Company and are independent as defined by the listing standards
of the New York Stock Exchange. The Audit Committee operates under a written
charter adopted by the Companys Board of Directors. The Audit Committee held
six meetings during 2001.

The Finance Committee reviews the Companys financial structure and
overall financial policies. The Finance Committee also reviews terms and
conditions of proposed borrowings and/or issuances of securities. The Finance
Committee held five meetings during 2001.

The Nominating Committee recommends candidates for election to the
Companys Board of Directors. The Nominating Committee held no meetings during
2001. Candidates for the Board of Directors submitted by shareholders will be
considered by the Nominating Committee. The names of such candidates, along with
biographical information, should be submitted to the Secretary, Floyd G.
Hoffman, Russell Corporation, 3330 Cumberland Blvd., Suite 800, Atlanta, Georgia
30339.

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The Corporate Responsibility Committee provides oversight and guidance
concerning the Companys obligations to its employees and the communities in
which it operates. The Corporate Responsibility Committee held two meetings in
2001.

During the year ended December 29, 2001, the Board of Directors held
five regular and five special meetings. Each member of the Board attended at
least 75% of the meetings of the Board and the committees of which he/she is a
member.

Audit Committee Report

In compliance with the requirements of the New York Stock Exchange
(NYSE), the Audit Committee of Russell Corporation adopted a formal written
charter approved by the Board of Directors on June 7, 2000, a copy of which was
attached to the Companys Proxy Statement dated March 23, 2001, which outlines
the Audit Committees responsibilities and how it carries out those
responsibilities. In connection with the performance of its responsibilities
under its charter, 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 Statement on Auditing Standards No. 61
(required communication by external auditors with audit
committees);                                                                                         
|
| |  |  | Received from the independent auditors disclosures regarding
the auditors independence required by Independence Standards
Board Standard No. 1 and discussed with the auditors their
independence; and                                                                             
|
| |  |  | 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 December 29, 2001, for filing with the
Securities and Exchange Commission.

| |  |                                                           
| |  | ----------------------------------------------------------
| |  | Audit Committee                                           
|
| |  | John A. White, Chairman
Mary Jane Robertson
John R. Thomas

Compensation of Directors

Under the Russell Corporation 2000 Non-Employee Directors Compensation
Plan (the 2000 Directors Plan), each non-employee director receives a
quarterly retainer of $8,750 and 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.
The 2000 Directors Plan allows a non-employee director to elect to receive the
quarterly retainer fee payable to such director in (i) shares of Common Stock;
(ii) options to purchase shares of Common Stock; or (iii) shares of Common Stock
deposited to a deferral account. 300,000 shares of Common Stock are presently
authorized to be issued under the 2000 Directors Plan, plus those shares of
Common Stock remaining under the Russell Corporation 1997 Non-Employee
Directors Stock Grant, Stock Option and Deferred Compensation Plan, for a total
of 378,481 shares available for future grants.

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 2001, with the
exception of one late Form 4 filing each by Cheryl Barre and Edith Russell and
two late Form 4 filings by Roberta Baumgardner.

Transactions with Management and Others

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. In addition,
the contract may be cancelled by either party during any renewal period upon 30
days notice following the occurrence of certain specified conditions. Benjamin
Russell is Chairman, Chief Executive Officer and a

-7-



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##### Table of Contents



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 December
29, 2001, the Company paid Lands approximately $1,000,000 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 to be in the best
interests of the Companys shareholders. During the fiscal year ended December
29, 2001, the Company paid Russell Do-It Center approximately $58,000 for the
purchases described above.

The Company engaged Eddy Hill Consulting (formerly known as
EOD Strategies, Inc.) to provide various consulting services relating to
enhancements to its minority vendors programs. Tim Lewis owns 100% of the equity
interest in Eddy Hill Consulting. Management believes the engagement of Eddy
Hill Consulting is in the best interest of the Companys shareholders. During
the fiscal year ended December 29, 2001, the Company paid Eddy Hill Consulting
approximately $26,000 for consulting services.




MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

The Committee

The Management Development and Compensation Committee of the Board of
Directors (the Committee) is responsible for establishing the compensation
policy and administering the compensation programs for the Companys executive
officers and other key employees. The Committee is comprised solely of directors
who are not current or former employees of the Company.

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 (stock options).                 

The Companys philosophy is to provide total compensation at a level
that is consistent with its size and performance relative to other leading
branded consumer apparel companies. These companies include many of those in the
Value Line Apparel Index used in the performance graph on page 9. The 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.

In carrying out its duties, the Committee intends to make all reasonable
efforts to comply with the requirements to exempt executive compensation from
the $1 million deduction limitation under Section 162(m) of the Internal Revenue
Code by establishing performance-based compensation programs, unless the
Committee determines that such compliance in given circumstances would not be in
the best interests of the Company and its shareholders.

Annual Compensation

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

Annual Incentive Bonus. Executive officers are eligible to receive
annual cash incentive awards under provisions of the Executive Incentive Plan.
Under this plan, the Committee established Earnings Per Share Growth and Return
on Equity goals for the Company and each operating unit. 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

-8-



---



##### Table of Contents



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. Award opportunities for the Chief Executive Officer and
Chief Financial Officer are tied solely to the accomplishment of financial goals
approved in advance by the Committee.

Long-Term Compensation

The Committee believes stock options to be one of the most effective
ways of linking executives with the interests of the shareholders because no
gain is realized by the executive unless the stock price increases. For the
foreseeable future, stock options will be the only form of long-term
compensation at the Company.

Stock option grant guidelines have been established to meet the median
competitive practice of the marketplace. The Company typically grants stock
options annually during the first quarter, although special grants may be made
throughout the year in unique circumstances such as recruiting situations.
Options are granted with an exercise price equal to the market value on the date
of grant. Options granted become exercisable pro-rata on the first four
anniversaries of the grant to reinforce retention and further align executives
compensation with shareholder returns. Options expire ten years from the date of
grant.

The Committee approved a front-loaded stock option grant to all salaried
employees in January 2000. This grant was intended to replace annual grants that
would normally have been made in 2001 and 2002.

Stock Ownership Guidelines

The Committee believes that stock ownership by the management team is
essential to a strong linkage between management and the shareholders. Thus, the
Committee has approved 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
guidelines.

Chief Executive Officer

As it does each year, the Committee reviewed the compensation of John F.
Ward, Chairman and Chief Executive Officer. His compensation principally
consists of base salary, annual bonus and stock option awards. The Committee
made the following decisions regarding Mr. Wards compensation:



| |  | Annual Compensation
|- |  | -------------------



| |                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Base Salary. The Committee increased Mr. Wards annual salary for 2001
by $50,000 to $750,000, in accordance with his amended employment
agreement.                                                                                                                                          
|
| | Annual Incentive. Since the Companys performance during fiscal year
2001 did not achieve the goals relative to EPS Growth and Return on
Equity that were established and approved by the Committee at the
beginning of 2001, Mr. Ward was not awarded any annual incentive
payment for 2001.



| |  | Long-term Compensation
|- |  | ----------------------



| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | Stock Options. On March 31, 2001, pursuant to Mr. Wards employment
agreement, all of his non-vested stock options became vested.



| |  | 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 Committee approved during
2000 for senior executives of the Company. Under the SERP, Mr. Ward
would be eligible for a retirement benefit equal to 4% of the 3-year
final average pay per year of service up to a maximum of 25 years, less
any benefits under Russells Qualified Defined Benefit and Excess
Plans. In December 2000, the Committee renewed Mr. Wards employment
agreement effective April 1, 2001. Some of the benefits and payments
provided by the employment agreement are described in the Summary
Compensation Table and the notes thereto beginning on page 10.
Additional provisions of Mr. Wards agreements are described on page
13. In addition, the Company has an employment agreement with Mr. Ward
which provides certain other benefits and payments in connection with
Mr. Wards continued service. In December 2000, the Committee renewed
this agreement effective April 1, 2001. Some of these benefits and
payments are described in the Summary Compensation Table and the notes
thereto beginning on page 10.

-9-



---



##### Table of Contents



Conclusion

The 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    
|
| |  | Herschel M. Bloom, Chairman
Tim Lewis
C.V. Nalley III

Comparative Five-Year Cumulative Total Returns Through 12/31/01






Value of $100 Invested on 12/31/96 at Fiscal Year-End:

|                         |  |      |        |      |  |      |        |      |  |      |        |      |  |   |        |  |  |   |        |  |  |   |        | 
|------------------------ |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|                         |  | 1996 |        | 1997 |  | 1998 |        | 1999 |  | 2000 |        | 2001
|                         |  |      |        |      |  |      |        |      |  |      |        |     
|Russell Corporation      |  | $    | 100.00 |      |  | $    | 90.91  |      |  | $    | 71.02  |      |  | $ | 60.36  |  |  | $ | 57.62  |  |  | $ | 57.50  | 
|S&P 500                  |  |      | 100.00 |      |  |      | 133.24 |      |  |      | 171.08 |      |  |   | 205.78 |  |  |   | 184.91 |  |  |   | 160.79 | 
|Value Line Apparel Index |  |      | 100.00 |      |  |      | 116.66 |      |  |      | 144.32 |      |  |   | 156.78 |  |  |   | 195.75 |  |  |   | 236.16 | 



---

|1) |  | Assumes that the value of the investment in the Companys Common Stock
and in each index was $100 on the last trading day preceding the first
day of the fifth preceding fiscal year and that all dividends were
reinvested.                                                                                                                               
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | The Value Line Apparel Index presently includes: Columbia Sportswear
Company; Guess, Inc.; Hartmarx Corporation; Jones Apparel Group;
Kellwood Company; Liz Claiborne, Inc.; Nautica Enterprises, Inc.;
Oshkosh BGosh, Inc.; Oxford Industries, Inc.; Phillips-Van Heusen,
Inc.; Polo-Ralph Lauren; Tommy Hilfiger Corp.; VF Corporation; and the
Company.

-10-



---



##### Table of Contents





|3) |  | The Value Line Apparel Index has undergone several changes since 1995,
with only eight of the original twelve companies remaining on the list.
The original Index also included Farah, Incorporated, Fruit of the
Loom, Inc., and Garan, Incorporated. Garan, Incorporated, was deleted
from the Index in 1996, Farah, Incorporated, was deleted in 1998, and
Fruit of the Loom, Inc., which filed for bankruptcy, was deleted in
2000. Value Line added Jones Apparel Group, Nautica Enterprises, Inc.,
St. Johns Knits, Inc., Tommy Hilfiger Corp. and Warnaco Group, Inc. in
1997, 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 after only two years. Warnaco Group, Inc.,
which filed for bankruptcy, was deleted in 2001.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




EXECUTIVE COMPENSATION

Summary Compensation Table

The following information is furnished for the fiscal years ended
December 29, 2001, December 30, 2000 and January 1, 2000, with respect to the
Companys Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company during 2001 whose salary and bonus
exceeded $100,000 (collectively, the Named Executive Officers).

|                    |                     |        |      |        |  |           |                     |              |        |        |         |         |  |         |        |              |     |            |                        |        |     |  |            |         |  |  |   |   |  |  |   |   | 
|------------------- | ------------------- | ------ | ---- | ------ |  | --------- | ------------------- | ------------ | ------ | ------ | ------- | ------- |  | ------- | ------ | ------------ | --- | ---------- | ---------------------- | ------ | --- |  | ---------- | ------- |  |  | - | - |  |  | - | - | 
|                    |                     |        |      |        |  |           |                     |              |        |        |         |         |  |         |        |              |     |            | Long Term Compensation |        |     |  |           
|                    |                     |        |      |        |  |           |                     |              |        |        |         |         |  |         |        |              |     |            |                        |        |     |  |           
|                    |                     |        |      |        |  |           | Annual Compensation |              | Awards |        | Payouts |         |  |         |       
|                    |                     |        |      |        |  |           |                     |              |        |        |         |         |  |         |       
|                    |                     |        |      |        |  |           |                     |              |        |        |         |         |  |         |        |              |     |            |                        |        |     |  | Securities |         |  |  |   |   |  |  |  
|Name and            |                     |        |      |        |  |           |                     |              |        |        |         |         |  | Other   |        | Restricted   |     | Underlying |                        |        |     |  |            | All    
|Principal           |                     | Fiscal |      |        |  |           |                     |              |        |        |         | Annual  |  | Stock   |        | Options/     |     | LTIP       |                        | Other 
|Position            |                     | Year   |      | Salary |  | Bonus (1) |                     | Compensation |        | Awards |         | SARs    |  | Payouts |        | Compensation
|                    |                     |        |      |        |  |           |                     |              |        |        |         |         |  |         |        |             
|John F. Ward        |                     |        | 2001 |        |  | $         | 741,666             |              |        | $      | 0       |         |  | $       | 70,676 | (2)          |     |            |                       |        |     |  | 0          |         |  |  |  |   |  |  |  |  
|                    | Chairman            |        |      | 2000   |  |           |                     | 695,833      |        |        |         | 519,579 |  |         |        | 49,637       | (2) |            |                        |       |     |  |            | 500,000 |  |  |   |  |  |  |   |  | 
|                    | and C.E.O           |        |      | 1999   |  |           |                     | 670,833      |        |        |         | 474,279 |  |         |        | 30,668       | (3) |            |                        |       |     |  |            | 250,000 |  |  |   |  |  |  |   |  | 
|Jonathan R. Letzler |                     |        | 2001 |        |  |           | 345,416             |              |        |        | 8,891   |         |  |         | 6,849  | (2)          |     |            |                       |        |     |  | 0          |         |  |  |  |   |  |  |  |  
|                    | President and       |        |      | 2000   |  |           |                     | 302,500      |        |        |         | 208,485 |  |         |        | 4,566        | (2) |            |                        |       |     |  |            | 100,000 |  |  |   |  |  |  |   |  | 
|                    | C.O.O               |        |      | 1999   |  |           |                     | 265,000      |        |        |         | 200,764 |  |         |        | 14,169       | (3) |            |                        |       |     |  |            | 25,000  |  |  |   |  |  |  |   |  | 
|Robert D. Martin    |                     |        | 2001 |        |  |           | 283,333             |              |        |        | 141,666 |         |  |         | 64,544 | (2)          |     |            |                       |        |     |  | 0          |         |  |  |  |   |  |  |  |  
|                    | Sr. V.P. and C.F.O  |        |      | 2000   |  |           |                     | 104,359      |        |        |         | 80,000  |  |         |        | 35,769       | (4) |            | $                      | 86,250 | (5) |  |            | 100,000 |  |  |   |  |  |  |   |  | 
|                    |                     |        | 1999 |        |  |           |                    |              |        |        |        |         |  |         |       |              |     |            |                       |        |     |  |           |         |  |  |  |   |  |  |  |  
|JT Taunton, Jr      |                     |        | 2001 |        |  |           | 300,000             |              |        |        | 15,000  |         |  |         |       |              |     |            |                       |        |     |  | 0          |         |  |  |  |   |  |  |  |  
|                    | Sr. V.P., President |        |      | 2000   |  |           |                     | 312,000      |        |        |         | 198,340 |  |         |        | 5,151        | (2) |            |                        |       |     |  |            | 32,000  |  |  |   |  |  |  |   |  | 
|                    | and C.E.O. Fabrics  |        |      | 1999   |  |           |                     | 306,000      |        |        |         | 216,750 |  |         |        |             |     |            |                        |       |     |  |            | 12,000  |  |  |   |  |  |  |   |  | 
|                    | and Services        |        |      |        |  |           |                     |              |        |        |         |         |  |         |        |              |     |            |                        |        |     |  |            |         |  |  |   |   |  |  |   |   | 
|Carol M. Mabe       |                     |        | 2001 |        |  |           | 270,000             |              |        |        | 0       |         |  |         | 11,684 | (4)          |     |            |                       |        |     |  | 10,000     |         |  |  |  |   |  |  |  |  
|                    | Sr. V.P., President |        |      | 2000   |  |           |                     | 239,167      |        |        |         | 141,000 |  |         |        | 4,503        | (2) |            |                        |       |     |  |            | 56,570  |  |  |   |  |  |  |   |  | 
|                    | and C.E.O           |        |      | 1999   |  |           |                     | 64,167       |        |        |         | 31,333  |  |         |        | 3,392        | (2) |            |                        | 92,063 | (6) |  |            | 25,000  |  |  |   |  |  |  |   |  | 
|                    | Russell Athletic    |        |      |        |  |           |                     |              |        |        |         |         |  |         |        |              |     |            |                        |        |     |  |            |         |  |  |   |   |  |  |   |   | 



---

|(1) |  | Bonus payments are reported for the year in which related services were
performed. See also Employment Agreements on pages 13 and 14.                                                                                                                                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Pursuant to Mr. Wards employment agreement, includes personal use of
Company aircraft, club dues, Company provided automobile, insurance
policy premium payments and tax consulting payments. For Messrs.
Letzler and Taunton, includes tax consulting payments. For Mr. Martin,
includes tax consulting payments and moving expenses. For Ms. Mabe,
includes personal use of Company aircraft.
|   
|(3) |  | Pursuant to Mr. Wards employment agreement, includes personal use of
Company aircraft, club dues and Company provided automobile. For Mr.
Letzler, includes personal use of Company aircraft.                                                                                                                                                                                                  
|   
|(4) |  | For Mr. Martin, includes moving expenses. For Ms. Mabe, includes tax
consulting payments and personal use of Company aircraft.                                                                                                                                                                                                                                                                  

-11-



---



##### Table of Contents





|(5) |  | Pursuant to Mr. Martins employment agreement, one-fourth of this
amount vested on August 16, 2001, with the remainder vesting ratably
over the next three succeeding years. As of January 1, 2002, Mr.
Martins restricted shares consisted of 3,750 shares, or three-fourths
of the original grant of 5,000 shares, with a value of $56,400.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | Pursuant to Ms. Mabes employment agreement, one-third of this amount
vested on November 1, 2000, with the remainder vesting ratably over the
next two years. As of January 1, 2001, Ms. Mabes restricted shares
consisted of 4,000 shares, or two-thirds of the original grant of 6,000
shares, with a value of $62,000.                    

Option/SAR Grants in Fiscal 2001

The following table sets forth grants of stock options to the Named
Executive Officers for the year ended December 29, 2001. No SAR grants were made
during such fiscal year.

|                      |  |                      |        |              |  |           |      |            |  |    |       |                 |  |                       |        |                  |  |   |         |  |  |   |         | 
|--------------------- |  | -------------------- | ------ | ------------ |  | --------- | ---- | ---------- |  | -- | ----- | --------------- |  | --------------------- | ------ | ---------------- |  | - | ------- |  |  | - | ------- | 
|Individual Grants (1) |  |                      |        |              |  |           |      |           
|                      |  | Potential Realizable
|                      |  | Number of            |        |              |  |           |      |            |  |    |       |                 |  |                       |        | Value at Assumed
|                      |  | Securities           |        | %of Total    |  |           |      |            |  |    |       |                 |  | Annual Rates of Stock
|                      |  | Underlying           |        | Options/SARs |  |           |      |            |  |    |       |                 |  | Price Appreciation   
|                      |  | Options/SARs         |        | Granted      |  | Exercise  |      |            |  |    |       | for Option Term
|                      |  | Granted              |        | to Employees |  | Price     |      | Expiration |  |   
|Name                  |  | in 2001              |        | in 2001      |  | Per Share |      | Date       |  | 5% |       | 10%            
|                      |  |                      |        |              |  |           |      |            |  |    |       |                
|John F. Ward          |  |                      |       |              |  |           |     |            |  |    |      |                 |  |                       |       |                  |  |   |        |  |  |   |        | 
|Jonathan R. Letzler   |  |                      |       |              |  |           |     |            |  |    |      |                 |  |                       |       |                  |  |   |        |  |  |   |        | 
|Robert D. Martin      |  |                      |       |              |  |           |     |            |  |    |      |                 |  |                       |       |                  |  |   |        |  |  |   |        | 
|JT Taunton, Jr        |  |                      |       |              |  |           |     |            |  |    |      |                 |  |                       |       |                  |  |   |        |  |  |   |        | 
|Carol M. Mabe         |  |                      | 10,000 |              |  |           | 2.99 |            |  | $  | 15.50 |                 |  |                       | 1/2/11 |                  |  | $ | 252,479 |  |  | $ | 402,030 | 



---

|(1) |  | The stock options were granted at an exercise price equal to the fair
market value of the Companys Common Stock on the date of the grant.
The stock options become exercisable ratably over four years beginning
on the first anniversary of the grant. No other instruments were
granted in tandem with the options, nor do they carry tax reimbursement
features.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Aggregated Option/SAR Exercises In Fiscal 2001 and Year-End Value Table

The following table sets forth information concerning the exercise of
stock options for the Named Executive Officers for the fiscal year ended
December 29, 2001 and the value of options held by such persons at December 29,
2001:

|                    |  |             |   |              |  |             |   |                      |  |                          |           |                           |  |  |         |  |  |   |        |  |  |   |       | 
|------------------- |  | ----------- | - | ------------ |  | ----------- | - | -------------------- |  | ------------------------ | --------- | ------------------------- |  |  | ------- |  |  | - | ------ |  |  | - | ----- | 
|                    |  |             |   |              |  |             |   |                      |  | Number of                |           | Value of Unexercised     
|                    |  |             |   |              |  |             |   |                      |  | Unexercised Options/SARs |           | In-the-Money Options/SARs
|                    |  | Shares      |   |              |  |             |   | at December 29, 2001 |  | at December 29, 2001 (2)
|                    |  | Acquired    |   | Value at     |  |             |   |                     
|Name                |  | on Exercise |   | Realized (1) |  | Exercisable |   | Unexercisable        |  | Exercisable              |           | Unexercisable            
|                    |  |             |   |              |  |             |   |                      |  |                          |           |                          
|John F. Ward        |  |             |  |              |  | $           |  |                      |  |                          | 1,157,066 |                           |  |  |        |  |  | $ | 12,500 |  |  | $ |      | 
|Jonathan R. Letzler |  |             |  |              |  |             |  |                      |  |                          | 131,250   |                           |  |  | 118,750 |  |  |   | 625    |  |  |   | 1,875 | 
|Robert D. Martin    |  |             |  |              |  |             |  |                      |  |                          | 25,000    |                           |  |  | 75,000  |  |  |   |       |  |  |   |      | 
|JT Taunton, Jr      |  |             |  |              |  |             |  |                      |  |                          | 50,000    |                           |  |  | 27,000  |  |  |   | 200    |  |  |   | 600   | 
|Carol M. Mabe       |  |             |  |              |  |             |  |                      |  |                          | 26,642    |                           |  |  | 64,928  |  |  |   | 322    |  |  |   | 967   | 



---

|(1) |  | This amount represents the aggregate of the market value of the
Companys Common Stock at the time each option was exercised less the
exercise price for such option.                                                                         
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | This amount represents the aggregate of the number of options
multiplied by the difference between the closing price of the Companys
Common Stock on the last trading day prior to December 29, 2001, and
the exercise price for such option.

Long-Term Incentive Plan Awards in Fiscal 2001

The Companys Executive Incentive Plan provides for the award of
long-term incentives to officers of the Company. The Company has not granted
long-term incentive awards subsequent to January 28, 1998, and has no present
plans to grant such awards in the future.

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##### Table of Contents



Pension Plan

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. The amount of contributions made by the Company to the
Pension Plan is not reflected in the cash compensation table above, because the
amount of the contribution with respect to a specified person is not and cannot
readily be separately or individually calculated by the regular actuaries for
the Pension Plan.

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 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 non-qualified 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 Russell
Corporation Supplemental Executive Retirement Plan (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 following table 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.

Pension Plan Table

|             |            |   |   |                           |  |    |   |         |  |         |   |         |  |  |   |         |  |  |   |         |  | 
|------------ | ---------- | - | - | ------------------------- |  | -- | - | ------- |  | ------- | - | ------- |  |  | - | ------- |  |  | - | ------- |  | 
|             |            |   |   | Years of Credited Service
|Average      |            |  
|Remuneration |            | 5 |   | 10                        |  | 15 |   | 20      |  | over 20
|             |            |   |   |                           |  |    |   |         |  |        
|             | $  350,000 |   | $ | 35,000                    |  |    | $ | 70,000  |  |         | $ | 105,000 |  |  | $ | 140,000 |  |  | $ | 175,000 | 
|             | 400,000    |   |   | 40,000                    |  |    |   | 80,000  |  |         |   | 120,000 |  |  |   | 160,000 |  |  |   | 200,000 | 
|             | 450,000    |   |   | 45,000                    |  |    |   | 90,000  |  |         |   | 135,000 |  |  |   | 180,000 |  |  |   | 225,000 | 
|             | 500,000    |   |   | 50,000                    |  |    |   | 100,000 |  |         |   | 150,000 |  |  |   | 200,000 |  |  |   | 250,000 | 
|             | 600,000    |   |   | 60,000                    |  |    |   | 120,000 |  |         |   | 180,000 |  |  |   | 240,000 |  |  |   | 300,000 | 
|             | 700,000    |   |   | 70,000                    |  |    |   | 140,000 |  |         |   | 210,000 |  |  |   | 280,000 |  |  |   | 350,000 | 
|             | 800,000    |   |   | 80,000                    |  |    |   | 160,000 |  |         |   | 240,000 |  |  |   | 320,000 |  |  |   | 400,000 | 
|             | 900,000    |   |   | 90,000                    |  |    |   | 180,000 |  |         |   | 270,000 |  |  |   | 360,000 |  |  |   | 450,000 | 
|             | 1,000,000  |   |   | 100,000                   |  |    |   | 200,000 |  |         |   | 300,000 |  |  |   | 400,000 |  |  |   | 500,000 | 
|             | 1,100,000  |   |   | 110,000                   |  |    |   | 220,000 |  |         |   | 330,000 |  |  |   | 440,000 |  |  |   | 550,000 | 
|             | 1,200,000  |   |   | 120,000                   |  |    |   | 240,000 |  |         |   | 360,000 |  |  |   | 480,000 |  |  |   | 600,000 | 
|             | 1,300,000  |   |   | 130,000                   |  |    |   | 260,000 |  |         |   | 390,000 |  |  |   | 520,000 |  |  |   | 650,000 | 

Years of service at December 29, 2001 credited under the Pension Plan
for individuals shown in the Summary Compensation Table on page 10 are as
follows: Mr. Ward, 3 years; Mr. Taunton, 26 years; Mr. Letzler, 3 years; Mr.
Martin, 1 year; and Ms. Mabe, 2 years. Years of service at December 29, 2001
credited under the SERP for individuals shown in the Summary Compensation Table
on page 10 are as follows: Mr. Ward, 6 years (see Employment Agreements on page
13); Mr. Letzler, 3 years; Mr. Martin, 1 year; Mr. Taunton, 4 years; and Ms.
Mabe, 2 years.

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##### Table of Contents



Stock Option Plans

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

The Company has adopted the Executive Incentive Plan. The Management
Development and Compensation Committee of the Board of Directors (the
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 authorized for issuance
under the Executive Incentive Plan is 5,500,000 plus any shares reserved for
issuance under awards still outstanding under the Companys 1987 Stock Option
Plan to the extent such awards are forfeited, terminated or settled without
issuance of the reserved shares. 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 authorized for issuance under the 2000 Option Plan is
1,500,000, subject to appropriate adjustment upon the occurrence of dividends,
distributions, recapitalizations, stock splits or other similar events.

Employment Agreements

The Company entered into an amended employment agreement with Mr. Ward,
effective April 1, 2001. The agreement, as amended, provides for his continued
employment until March 31, 2006. Effective March 1, 2001, Mr. Wards annual base
salary shall be a minimum of $750,000. The annual base salary is subject to
increase(s) in the discretion of the Board of Directors. Mr. Ward is entitled to
receive a potential annual bonus of at least 140% of base salary, upon the
achievement of certain goals established by the Board of Directors. The
employment agreement provides that the Company will offer health care and
certain other supplemental benefits to Mr. Ward. The amended agreement also
provides that any termination of employment of Mr. Ward after April 1, 2001
shall be treated as retirement for purposes of the Companys various plans and
benefits. Each year of Mr. Wards employment, commencing on January 1, 1998,
shall be treated as two (2) years of employment for purposes of determining Mr.
Wards participation in the SERP, subject to the provisions of the SERP. Options
granted to Mr. Ward pursuant to the prior agreement became fully vested on March
31, 2001, pursuant to the terms of the amended employment agreement. The amended
agreement provides for additional annual option awards of at least 100,000
shares per year in each of 2003, 2004, 2005 and 2006, which options shall vest
over a four year period beginning on the date of the grant.

In connection with his employment by the Company in 1998, to compensate
Mr. Ward for the forfeiture of certain benefits from his former employer, under
Mr. Wards 1998 employment agreement the Company agreed, among other things, to
put into a trust for his benefit approximately $2,467,000. After April 1, 2001,
the amounts placed in the trust were to be paid to Mr. Ward in a lump sum upon
the termination of his employment with the Company. The Company amended this
deferred compensation agreement with Mr. Ward effective April 1, 2001. Under the
terms of the amended agreement, the amounts placed in trust will continue to be
deferred, and will be paid to Mr. Ward after March 31, 2006 unless his
employment is terminated by the Company for cause or is terminated by Mr. Ward
for any reason other than death, total disability or certain other reasons set
forth in the agreements. In the event of such termination prior to March 31,
2006, Mr. Ward will be entitled to receive the entire amount remaining in the
Trust. Mr. Ward, at his option, may receive the trust amount as a single lump
sum payment, or may request payment over a deferred or extended period of time.

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Effective December 7, 1998, Jonathan R. Letzler was employed as the
President and Chief Executive Officer of the Companys JERZEES Division pursuant
to an agreement providing for his employment in such position until December 7,
2002, at an annual base salary of $265,000 (subject to annual increases in the
discretion of the Chief Executive Officer of the Company and with the
concurrence of the Board of Directors). Mr. Letzler received a signing bonus of
$65,000 and is entitled to receive annual bonuses with a bonus potential of at
least 100% of his base salary, upon the achievement of certain goals established
by the Board of Directors, provided, that his bonuses for each of the 1998 and
1999 calendar years was to be at least 50% of his base salary. Under the
agreement, Mr. Letzler may participate in any benefit plan offered by the
Company to its executives generally. The agreement provides that in the event of
any termination of employment of Mr. Letzler, all vesting periods under the
Companys benefit plans shall be waived and Mr. Letzler will be deemed to have
reached the minimum age for retirement under all such plans. Pursuant to the
agreement, Mr. Letzler was granted an option on December 7, 1998, to purchase
125,000 shares of Common Stock at the market price of $21.5938 per share and an
option on February 24, 1999 to purchase 25,000 shares of Common Stock at the
market price of $19.3438 per share. Each option vests in equal annual
installments over a four-year period from the date of grant. Mr. Letzler was
also granted 50,000 restricted shares of Common Stock on December 7, 1998, with
the restrictions lapsing as to one-third of such shares at the end of each year
of his employment with the Company. Effective August 1, 2001, Mr. Letzler was
named President and Chief Operating Officer of the Company.

Effective December 19, 2001, the Company entered into an agreement with
Mr. Letzler providing for certain benefits to be paid to Mr. Letzler in the
event of a change of control of the Company. The agreements initial term is for
three years and 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 agreement, in the event of a change of
control, Mr. Letzlers position and duties will be commensurate with those held
during the preceding twelve months. In addition, Mr. Letzlers base salary shall
be at least equal to the highest base salary paid during the preceding twelve
months and actual bonus must not be less than the target annual bonus that Mr.
Letzler would have been entitled to receive during the preceding twelve months.
In the event of a change of control, Mr. Letzlers qualification 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 Mr. Letzler
within thirty days of the change of control. If the Company terminates the
employment of Mr. Letzler without cause or Mr. Letzler terminates his employment
for good reason (as defined in the agreement), Mr. Letzler would be entitled to
three years 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.

Effective August 16, 2000, the Company employed Robert D. Martin as
Senior Vice President and Chief Financial Officer pursuant to an agreement
providing for an annual salary of $ 275,000 (subject to annual increases in the
discretion of the Chief Executive Officer and with the concurrence of the Board
of Directors). Mr. Martin received a signing bonus of $25,000 and is entitled to
receive annual bonuses with bonus potential of at least 100% of his base salary,
provided that his bonuses for each of the 2000 and 2001 calendar years would be
at least 50% of his base salary earned. Under the agreement, Mr. Martin may
participate in any benefit plan offered by the Company to its executives
generally. Mr. Martin was entitled to receive certain payments for reimbursement
of expenses in connection with his relocation and employment with the Company.
Pursuant to the agreement, Mr. Martin was granted an option on December 1, 2000,
to purchase 100,000 shares of Common Stock at the market price of $19.0625 per
share with a four year pro rata vesting period. Mr. Martin was also granted
5,000 restricted shares of Common Stock on August 16, 2000, with restrictions
lapsing for one fourth of such shares in each of the four succeeding years
beginning August 16, 2001.

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.

AUDITORS

Ernst & Young LLP, independent accountants, served as the Companys
auditors for 2001 after having previously served in the same capacity since
1930. Representatives of Ernst & Young will be in attendance at the Annual
Meeting and will be given the opportunity to make a statement and to respond to
appropriate questions.

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##### Table of Contents



Audit and Audit-Related Fees

Ernst & Young billed the Company an aggregate amount of $555,061 for
professional services rendered for the audit of the Companys annual financial
statements for fiscal year 2001 and the reviews of the financial statements
included in the Companys Forms 10-Q for fiscal year 2001, and billed an
aggregate amount of $311,260 for audit-related fees for fiscal year 2001.

Financial Information Systems Design and Implementation

During fiscal year 2001, Ernst & Young neither rendered to nor billed
the Company for professional services relating to the design, implementation or
operation of the Companys financial information systems.

All Other Fees

Ernst & Young billed the Company an aggregate amount of $1,937,913 for
professional services during fiscal year 2001, excluding amounts billed in
connection with audit services, audit-related services and financial information
systems design implementation. These other services consisted of tax related
services, including tax compliance, tax research and other consultations on tax
matters. The Audit Committee, in conducting its review of auditor independence,
considered whether the performance of services by the independent accountants,
in addition to their audit services, was compatible with maintaining the
independence of Ernst & Young as auditors.




SHAREHOLDER PROPOSALS

The next annual meeting of shareholders is scheduled to be held on April
23, 2003, and shareholders of the Company may submit proposals for consideration
for inclusion in the Proxy Statement of the Company relating to such annual
meeting of shareholders. However, in order for such proposals to be considered
for inclusion in the Proxy Statement of the Company relating to such annual
meeting, such proposals must be received by the Company not later than November
22, 2002.

If a shareholder fails to notify the Company on or before February 5,
2003 of a proposal which such shareholder intends to present at the Companys
April 23, 2003 Annual Meeting by a means other than inclusion of such proposal
in the Companys proxy materials for that meeting, then if the proposal is
presented at such annual meeting, the holders of the Board of 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 Board of Directors of the Company has fixed the close of business on
March 6, 2002, 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 32,008,496 shares of Common Stock, each share of
which is entitled to one (1) vote on all matters to be considered at the Annual
Meeting.

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

-16-



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##### Table of Contents



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

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

Copies of the Companys Annual Report on Form 10-K for the year ended
December 29, 2001, as filed with the Securities and Exchange Commission, may be
obtained from Floyd G. Hoffman, Senior Vice President, Corporate Development,
General Counsel and Secretary of the Company, without charge, by persons who
were shareholders beneficially or of record as of March 6, 2002.

| |                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------
| | BY ORDER OF THE BOARD OF DIRECTORS
FLOYD G. HOFFMANSenior Vice President, Corporate Development,
General Counsel and Secretary

Alexander City, Alabama
March 22, 2002

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##### Table of Contents



RUSSELL CORPORATION
Alexander City, Alabama

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS  APRIL 24, 2002
(This Proxy is solicited by the Board of Directors of the Company)

The undersigned shareholder of Russell Corporation (the Company) hereby
appoints C.V. Nalley III and John A. White, and each of them, with full power
of substitution, proxies to vote the shares of stock which the undersigned
could vote if personally present at the Annual Meeting of Shareholders of
Russell Corporation to be held at the general offices of the Company in
Alexander City, Alabama, on April 24, 2002 at 11:00 a.m., Central Daylight
Time, or any adjournment thereof.

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

(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)





---



##### Table of Contents



Please mark your vote as indicated in this example [X]



|1. |  | ELECTION OF DIRECTORS  For terms expiring with the Annual Meeting of
Shareholders in 2005: Herschel M. Bloom, Ronald G. Bruno and Mary Jane
Robertson
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|     |  |                                                           |  |      |  |                                                  
|---- |  | --------------------------------------------------------- |  | ---- |  | -------------------------------------------------
|[  ] |  | FOR all nominees above (except as marked to the
contrary) |  | [  ] |  | WITHHOLD AUTHORITY to 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. |  | IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
|-- |  | ------------------------------------------------------------------------------------

|                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                        |  | Signature(s) of Shareholder                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                        |  | Date _____________, 2002                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                             
|VOTE BY MAIL: Please mark, sign and date your proxy
card and return it in the postage paid envelope
provided or return it to: SunTrust, P.O. Box 4625,
Atlanta, GA 30302.
TO CHANGE YOUR VOTE: Any subsequent vote by any means
will change your prior vote. You may also revoke your
proxy by voting in person at the Special Meeting. |  | PLEASE 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 BY AN AUTHORIZED OFFICER.





---



##### Table of Contents



Please mark your vote as indicated in this example [X]



|1. |  | ELECTION OF DIRECTORS  For terms expiring with the Annual Meeting of
Shareholders in 2005: Herschel M. Bloom, Ronald G. Bruno and Mary Jane
Robertson
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|     |  |                                                           |  |      |  |                                                  
|---- |  | --------------------------------------------------------- |  | ---- |  | -------------------------------------------------
|[  ] |  | FOR all nominees above
(except as marked to
the contrary) |  | [  ] |  | WITHHOLD
AUTHORITY to 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. |  | IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
|-- |  | ------------------------------------------------------------------------------------

|                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                            |  | Signature(s) of Shareholder                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                            |  | Date _____________, 2002                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                             
|VOTE BY MAIL: Please mark, sign and date
your proxy card and return it in the
postage paid envelope provided or return
it to: Georgeson Shareholder, 219 Murray
Hill Parkway, East Rutherford, NJ
07073-2114.
TO CHANGE YOUR VOTE: Any subsequent vote
by any means will change your prior vote.
You may also revoke your proxy by voting
in person at the Special Meeting. |  | PLEASE 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 BY
AN AUTHORIZED OFFICER.





---



##### Table of Contents



Please mark your vote as indicated in this example [X]



|1. |  | ELECTION OF DIRECTORS  For terms expiring with the Annual Meeting of
Shareholders in 2005: Herschel M. Bloom, Ronald G. Bruno and Mary Jane
Robertson
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|     |  |                                                           |  |      |  |                                                  
|---- |  | --------------------------------------------------------- |  | ---- |  | -------------------------------------------------
|[  ] |  | FOR all nominees above (except as marked
to the contrary) |  | [  ] |  | WITHHOLD
AUTHORITY to 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. |  | IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
|-- |  | ------------------------------------------------------------------------------------

|                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|                                                                                                                                                                                                                                                                                                                                                                                                                |  | Signature(s) of Shareholder                                                                                                                                                                                                                                                                                                 
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|                                                                                                                                                                                                                                                                                                                                                                                                                |  | Date _____________, 2002                                                                                                                                                                                                                                                                                                    
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|VOTE BY MAIL: Please mark, sign and date your proxy
card and return it in the postage paid envelope
provided or return it to: First Union National Bank,
Employee Shareholders Services, 123 South Broad
Street, PA 1361, Philadelphia, PA 19109.
TO CHANGE YOUR VOTE: Any subsequent vote by any
means will change your prior vote. You may also
revoke your proxy by voting in person at the
Special Meeting. |  | PLEASE 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 BY AN AUTHORIZED OFFICER.