<PAGE>
                                                                  EXHIBIT 99(b)



                                  SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                      EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT  [X]

FILED BY A PARTY OTHER THAN THE REGISTRANT  [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement               [ ] Confidential, for Use of the
                                                   Commission Only (as permitted
                                                   by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material under Rule 14a-12

                               RUSSELL CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    (1) Title of each class of securities to which transaction applies:

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    (2) Aggregate number of securities to which transaction applies:

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    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

           --------------------------------------------------------------------
    (4) Proposed maximum aggregate value of transaction:

           --------------------------------------------------------------------
    (5) Total fee paid:

           --------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

           --------------------------------------------------------------------
    (2) Form, Schedule or Registration Statement No.:

           --------------------------------------------------------------------
    (3) Filing Party:

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    (4) Date Filed:

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<PAGE>

[RUSSELL LOGO]

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                               RUSSELL CORPORATION

To the Shareholders of Russell Corporation:

         Notice is hereby given that the Annual Meeting of the Shareholders of
Russell Corporation will be held on Wednesday, April 23, 2003, 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 two (2) directors to the Board of Directors for
                  three-year terms ending in 2006; 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 5, 2003, 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 21, 2003


<PAGE>

                               RUSSELL CORPORATION

                    PROXY STATEMENT FOR THE ANNUAL MEETING OF
                     SHAREHOLDERS TO BE HELD APRIL 23, 2003

         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 23, 2003, 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 21, 2003.

         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 John F. Ward, Margaret M. Porter and Benjamin
Russell will expire at the Annual Meeting, and Mr. Ward and Ms. Porter have been
nominated for reelection at the Annual Meeting to serve until the Annual Meeting
of Shareholders in 2006, and until their successors have been duly elected and
qualified. Mr. Russell has chosen to retire as a director of the Company. The
Board of Directors has determined to reduce the number of directors of the
Company to nine and not to fill the position created by Mr. Russell's
retirement.

         Proxies cannot be voted for more than two persons and, in the absence
of contrary instructions, shares represented by the Board of Directors' proxies
will be voted for the election of Mr. Ward and Ms. Porter. Should either 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
either of the nominees will be unable to serve or will decline to serve if
elected.

NOMINEES FOR TERMS EXPIRING IN 2006:


(John F. Ward Photo)       JOHN F. WARD               Director since 1998
                           Atlanta, Georgia           Age 59

                           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, and
                           presently serves as Chairman of the Board and Chief
                           Executive Officer. 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 Marmot
                           Mountain Ltd., a high-end outdoor apparel and
                           equipment company, and serves on the boards 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.


                                      -1-
<PAGE>

DIRECTORS WHOSE TERMS EXPIRE IN 2004:

(Margaret M. Porter Photo) MARGARET M. PORTER         Director since 1997
                           Birmingham, Alabama        Age 52

                           Ms. Porter currently serves as the Chair 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, 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.

(Tim Lewis Photo)          TIM LEWIS                  Director since 1995
                           Birmingham, Alabama        Age 47

                           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, III           Director since 1989
                           Atlanta, Georgia           Age 60

                           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 a member of the Corporate Governance
                           and Management Development and Compensation
                           Committees of the Board of Directors.

(John R. Thomas Photo)     JOHN R. THOMAS             Director since 1966
                           Alexander City, Alabama    Age 66

                           Mr. Thomas is Chairman, President and Chief Executive
                           Officer of Aliant Financial Corporation, a bank
                           holding company, and has held these positions for
                           more than five years. He is a director of Alfa
                           Corporation, a financial services holding company.

                           Mr. Thomas is a member of the Audit and Finance
                           Committees of the Board of Directors.

(John A. White Photo)      JOHN A. WHITE              Director since 1992
                           Fayetteville, Arkansas     Age 63

                           Dr. White has been Chancellor of the University of
                           Arkansas since July 1997. He is a director of
                           Motorola, Inc., an electronics and communications
                           technology company; Logility, Inc., an internet
                           business-to-business service provider; Eastman
                           Chemical Company, a chemical and plastics
                           manufacturing company; and J.B. Hunt Transport
                           Services, Inc., a transportation and shipping
                           company.

                           Dr. White is a member of the Audit Committee and
                           Corporate Governance Committee of the Board of
                           Directors.


                                      -2-
<PAGE>

DIRECTORS WHOSE TERMS EXPIRE IN 2005:

(Herschel M. Bloom Photo)  HERSCHEL M. BLOOM          Director since 1986
                           Atlanta, Georgia           Age 59

                           Mr. Bloom has been a partner in the law firm of King
                           & Spalding for more than five years. He is a director
                           of Post Properties, Inc., an upscale apartment
                           developer.

                           Mr. Bloom is Chairperson of the Corporate Governance
                           Committee, is a member of the Executive and Audit
                           Committees of the Board of Directors, and serves as
                           Lead Director.

(Ronald G. Bruno Photo)    RONALD G. BRUNO            Director since 1992
                           Birmingham, Alabama        Age 51

                           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 Management Development
                           and Compensation Committees of the Board of
                           Directors.

(Mary Jane
Robertson Photo)           MARY JANE ROBERTSON        Director since 2000
                           Atlanta, Georgia           Age 49

                           Ms. Robertson has been Senior 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 holding company. Ms. Robertson is
                           a director of Crum & Forster Holdings, Inc.

                           Ms. Robertson is the Chairperson of the Audit
                           Committee and a member of the Corporate Governance
                           Committee of the Board of Directors.

As previously indicated, Benjamin Russell is retiring from our Board of
Directors at this year's Annual Meeting after 40 years of dedicated service. Mr.
Russell has been a source of great leadership to the Company and we are deeply
grateful for the many contributions he has made to Russell's success. We extend
our very best wishes to him and his family.


                                      -3-
<PAGE>

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 5, 2003:

<TABLE>
<CAPTION>
                                                  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)
----------------------       -----------         -----------           ----------                ----------          -------
<S>                          <C>                 <C>                   <C>                       <C>                 <C>
John F. Ward                    74,884            1,157,066              615,960(1)(2)            1,847,910           5.54%
Herschel M. Bloom                8,691               16,468                    0                     25,159              *
Ronald G. Bruno                 14,449               16,468                    0                     30,917              *
Tim Lewis                        1,084               16,468                    0                     17,552              *
C.V. Nalley III                 12,185               30,144                    0                     42,329              *
Margaret M. Porter               3,503               16,468                    0                     19,971              *
Mary Jane Robertson              2,000               35,866                    0                     37,866              *
Benjamin Russell                24,781               16,468            4,080,320(3)               4,121,569          12.80%
John R. Thomas                 109,657               16,468              490,121(4)                 616,246           1.91%
John A. White                    3,604               16,468                    0                     20,072              *
Jonathan R. Letzler             39,092              237,500                    0                    276,592              *
Robert D. Martin                 8,072               50,000              600,960(2)                 659,032           2.04%
JT Taunton, Jr.                 11,204               69,000                    0                     80,204              *
Floyd G. Hoffman                 3,199               95,000              600,960(2)                 699,159           2.17%
All Executive
Officers and
Directors as a
group (28 persons)             812,538            1,988,318            5,186,401                  7,987,257          23.37%
</TABLE>

--------------------------
(*)      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, Martin and Hoffman are trustees and with respect to which
         they share voting rights. Messrs. Ward, Martin and Hoffman disclaim
         beneficial ownership with respect to such shares.

(3)      Includes (i) 106,296 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 trustees, (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.


                                      -4-
<PAGE>

PRINCIPAL SHAREHOLDERS

         The following table sets forth each person who, to the Company's
knowledge, had sole or shared voting or investment power over more than five
percent of the outstanding shares of Common Stock of the Company as of March 5,
2003:

<TABLE>
<CAPTION>
           NAME AND ADDRESS                  AMOUNT AND NATURE OF         PERCENT
          OF BENEFICIAL OWNER                BENEFICIAL OWNERSHIP      OF CLASS (9)
  ---------------------------------         ---------------------      ------------
  <S>                                       <C>                        <C>
  Roberta A. Baumgardner
  755 Lee Street
  P.O. Box 272
  Alexander City, Alabama 35011-0272         4,792,392 shares (1)           13.0%

  Benjamin Russell
  755 Lee Street
  P.O. Box 272
  Alexander City, Alabama 35011-0272         4,121,569 shares (2)           12.8%

  Edith L. Russell
  755 Lee Street
  P.O. Box 272
  Alexander City, Alabama 35011-0272         4,063,320 shares (3)           12.6%

  Nancy R. Gwaltney
  755 Lee Street
  P.O. Box 272
  Alexander City, Alabama 35011-0272         4,052,642 shares (4)           12.6%

  FMR Corp.
  82 Devonshire Street
  Boston, Massachusetts 02109                1,990,785 shares (5)            6.2%

  Barclays Global Investors, N.A.
  45 Fremont Street
  San Francisco, California 94105            1,856,941 shares (6)            5.8%

  John F. Ward
  3330 Cumberland Blvd.
  Suite 800
  Atlanta, Georgia 30339                     1,847,910 shares (7)            5.5%

  Dimensional Fund Advisors Inc.
  1299 Ocean Avenue, 11th Floor
  Santa Monica, California 90401             1,628,400 shares (8)            5.1%
</TABLE>

--------------
(1)      Includes 741,072 shares as to which Mrs. Baumgardner has sole voting
         and investment power and 4,051,320 shares as to which she has shared
         voting and investment power, consisting of 106,296 shares held by the
         Benjamin and Roberta Russell Foundation, Incorporated, a charitable
         corporation of which Mrs. Baumgardner is one of nine directors, and
         3,945,024 shares held by a trust created under the will of Benjamin C.
         Russell of which Mrs. Baumgardner is one of four trustees.

(2)      Includes 24,781 shares as to which Mr. Russell has sole voting and
         investment power, presently exercisable options to acquire 16,468
         shares and 4,080,320 shares as to which he has shared voting and
         investment power. See Note (3) on page 4.

(3)      Includes 12,000 shares as to which Mrs. Russell has sole voting and
         investment power, and 4,051,320 shares as to which she has shared
         voting and investment power, consisting of 106,296 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.


                                      -5-
<PAGE>

(4)      Includes 106,296 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 Securities and Exchange Commission on
         February 14, 2003, which states that FMR Corp. and its affiliates have
         sole voting power with respect to 398,905 shares, sole dispositive
         power with respect to 1,990,785 shares, shared voting power with
         respect to no shares and shared dispositive power with respect to no
         shares. The names and addresses of FMR Corp.'s affiliates may be found
         in the Schedule 13G filed with the Securities and Exchange Commission.

(6)      From Schedule 13G filed with the Securities and Exchange Commission on
         February 13, 2003, which states that Barclays Global Investors, N.A.
         and two other affiliated companies have sole voting power with respect
         to 1,856,941 shares, sole dispositive power with respect to 1,856,941
         shares and shared voting and dispositive power with respect to no
         shares.

(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 4.

(8)      From Schedule 13G filed with the Securities and Exchange Commission on
         February 7, 2003, which states that Dimensional Fund Advisors Inc., in
         its capacity as investment advisor or manager, has sole voting and
         dispositive power with respect to 1,628,400 shares and shared voting
         and dispositive power with respect to no shares.

(9)      For purposes of determining Percent of Class, options exercisable
         within sixty days are added to total shares outstanding.

COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS

         The Board of Directors has standing executive, management development
and compensation, audit, corporate governance, and corporate responsibility
committees. The members of each committee are indicated on pages 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 eight
meetings during 2002.

         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 2002.

         The Audit Committee recommends to the Board of Directors the
appointment of the Company's independent accountants and reviews the audit plan,
annual financial statements and audit results prior to press releases and the
filing on Form 10-K. The Audit Committee also reviews the interim financial
statements with management and independent auditors prior to filings 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 also reviews and approves the provision of non-audit
services by the Company's independent accountants. 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 eight meetings during
2002.

         During 2002, the Company had a standing Finance Committee, which was
comprised of Ms. Robertson and Messrs. Bruno and Thomas, that was responsible
for reviewing the Company's financial structure and overall financial policies.
The Finance Committee was dissolved by the Board of Directors in 2002 and its
responsibilities have been assigned to the Audit Committee. The Finance
Committee held four meetings during 2002.

         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
2002.


                                      -6-
<PAGE>

         The Board of Directors established the Corporate Governance Committee
in 2002 for the purposes of: (i) evaluating the composition of the Board of
Directors, assisting the Board of Directors in identifying qualified candidates
for director and recommending candidates for election to the Company's Board of
Directors; (ii) conducting an annual appraisal of the performance of the Board
of Directors as a whole and the performance of individual members of the Board
of Directors; (iii) recommending director nominees for each of the committees of
the Board of Directors; and (iv) developing and implementing corporate
governance guidelines for the Company in accordance with applicable law and
regulations. In addition, the Board of Directors passed a resolution in 2002
providing that the Chair of the Corporate Governance Committee shall serve as
Lead Director. The Corporate Governance Committee has replaced the Nominating
Committee formerly maintained by the Board of Directors. The Corporate
Governance Committee is currently comprised of four directors who are not
officers of the Company and who meet the independence requirements of the New
York Stock Exchange. The Corporate Governance Committee held two meetings during
2002. Candidates for the Board of Directors submitted by shareholders will be
considered by the Corporate Governance Committee. The names of such candidates,
along with biographical information, should be submitted to Floyd G. Hoffman,
Secretary, Russell Corporation, 3330 Cumberland Blvd., Suite 800, Atlanta,
Georgia 30339.

         During the year ended January 4, 2003, the Board of Directors held five
regular and three 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, 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 January 4, 2003, for filing with the
                  Securities and Exchange Commission.

                                             AUDIT COMMITTEE

                                             MARY JANE ROBERTSON, CHAIRPERSON
                                             HERSCHEL M. BLOOM
                                             JOHN A. WHITE


                                      -7-
<PAGE>

COMPENSATION OF DIRECTORS

         Under the Russell Corporation 2000 Non-Employee Directors' Compensation
Plan, as amended (the "2000 Directors' Plan"), each non-employee director
receives a quarterly retainer of $8,750 and, with respect to service for years
ending with the 2003 Annual Meeting, an annual option to purchase shares of
Common Stock with a value equivalent to $25,000, exercisable for ten years at a
price equal to the market value of the Common Stock on the date of the annual
meeting. Effective January 1, 2003, a stock retainer deferral account (a
"deferral account") will be established for each non-employee director in lieu
of stock options. Immediately following each annual meeting, each non-employee
director's deferral account will be credited with shares of Common Stock having
a market value of $25,000. In addition, on each dividend payment date with
respect to the Common Stock, each deferral account will be credited with
additional shares of Common Stock equal to the number of shares of Common Stock
which could be acquired with the dividends paid on the shares of Common Stock in
the deferral account based on the market value of such shares on such date. The
shares in a deferral account will be paid to a non-employee director on the
earlier of the first anniversary of the date such director ceases to be a
director of the Company or the day after such director ceases to be a director
following such director reaching age 70. Effective January 1, 2003, those
non-employee directors serving in the following capacities receive the following
additional annual cash retainers: Chairperson of the Audit Committee -- $10,000;
members of the Audit Committee -- $5,000; and Lead Director -- $5,000. The 2000
Directors' Plan allows a non-employee director to elect to receive the cash
retainer fees payable to such director in (i) shares of Common Stock; (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 323,194 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 2002.

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 director of Lands, and owns
beneficially approximately 70% of the equity interest in such company.
Management believes this contract is in the best interests of the Company's
shareholders. During the fiscal year ended January 4, 2003, the Company paid
Lands approximately $954,000 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 January 4,
2003, the Company paid Russell Do-It Center approximately $47,500 for the
purchases described above.

         The Company engaged Eddy Hill Consulting to provide various consulting
services relating to enhancements to its minority vendor programs. Prior to July
1, 2002, Tim Lewis owned 100% of the equity interest in Eddy Hill Consulting
but, effective on that date, Mr. Lewis divested such equity interests.
Management believes the engagement of Eddy Hill Consulting is in the best
interest of the Company's shareholders. During the fiscal year ended January 4,
2003, the Company paid Eddy Hill Consulting approximately $7,500 for consulting
services.

         Herschel Bloom is a partner in the law firm of King & Spalding, which
performed legal services for the Company during the fiscal year ended January 4,
2003.


                                      -8-
<PAGE>

                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 and other stock based
                  incentives).

         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 12. 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 or by otherwise structuring compensation programs to avoid exceeding
the $1 million limit. However, the Committee has reserved the right to grant
compensation which is not exempt and not deductible under Section 162(m) of the
Internal Revenue Code to the extent it determines providing such compensation is
in the best interests of the Company and its shareholders.

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 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, Chief Operating Officer and Chief
Financial Officer are tied solely to the accomplishment of financial goals
approved in advance by the Committee.


                                      -9-
<PAGE>

LONG-TERM COMPENSATION

         The Committee believes that stock options and other stock based
incentives are among the most effective ways of linking executives with the
interests of the shareholders.

         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.

         The Committee in February 2003 approved the grant of long-term
incentive awards in the form of performance shares to certain officers,
executives and key managers. The purpose of the grant is to further align the
interests of these employees with those of our shareholders by basing the number
of performance shares earned by these employees on the extent to which the
Company's cumulative earnings per share (as adjusted by the Committee to take
into account such circumstances as it deems appropriate) over the performance
period exceeds preset earnings per share goals. Thus, each of these employees
will earn a specified number of shares as a result of the Company's achieving
the earnings per share goals and the value of the shares earned will be based on
the share price at the time the shares are earned.

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
guideline.

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 based incentive awards. The
Committee made the following decisions regarding Mr. Ward's compensation:

ANNUAL COMPENSATION

         -        Base Salary. Effective March 1, 2002, the Committee increased
                  Mr. Ward's annual salary for 2002 by $25,000 to $775,000 or
                  3.3% based on an assessment of competitive practices, the
                  Company's financial performance in 2001 and the assessment by
                  the Committee of Mr. Ward's individual performance.

         -        Annual Incentive. The Committee awarded Mr. Ward an annual
                  incentive payment for 2002 equal to $809,375 or 105% of salary
                  earned in 2002. This incentive award was directly related to
                  the Company's performance relative to the goals for EPS Growth
                  (weighted 70%) and Return on Equity (weighted 30%), as
                  adjusted for certain specified extraordinary items, that the
                  Committee approved at the beginning of 2002. The Company
                  exceeded the EPS and ROE targets that were established by the
                  Committee.

LONG-TERM COMPENSATION

         -        Stock Options. No stock options were granted to Mr. Ward
                  during 2002


                                      -10-
<PAGE>

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 the Company'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 13. Additional provisions of Mr.
                  Ward's agreements are described on page 16.

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

                           RONALD G. BRUNO, CHAIRPERSON
                           TIM LEWIS
                           C.V. NALLEY III



                                      -11-
<PAGE>

                                    [GRAPH]

              VALUE OF $100 INVESTED ON 1/3/98 AT FISCAL YEAR-END:

<TABLE>
<CAPTION>
                                              1/3/98    1998     1999     2000      2001     2002
                                              -------  -------  -------  -------   -------  -------
                <S>                           <C>      <C>      <C>      <C>       <C>      <C>
                Russell Corporation           $100.00  $ 78.12  $ 66.40  $ 63.38   $ 63.25  $ 71.22
                S&P 500                        100.00   128.40   154.44   138.78    120.68    92.48
                Value Line Apparel Index       100.00   123.72   134.39   167.80    202.44   193.38
</TABLE>

--------------
(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.; 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.

(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. Hartmarx Corporation
         was deleted from the Index in 2002.


                                      -12-
<PAGE>

                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following information is furnished for the fiscal years ended
January 4, 2003, December 29, 2001 and December 30, 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 2002 whose salary and bonus
exceeded $100,000 (collectively, the "Named Executive Officers"):

<TABLE>
<CAPTION>
                                                                                 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
---------------------   ------   --------   ---------    ------------     ----------      ----------    -------    -------------
<S>                     <C>      <C>        <C>          <C>              <C>             <C>           <C>        <C>
John F. Ward             2002    $770,833   $809,375      $119,542(2)           --               --        --            --
 Chairman                2001     741,666          0        70,676(2)           --               --        --            --
 and C.E.O.              2000     695,833    519,579        49,637(2)           --          500,000        --            --

Jonathan R. Letzler      2002     383,333    316,250         6,216(2)           --               --        --            --
 President and           2001     345,416      8,891         6,849(3)           --               --        --            --
 C.O.O.                  2000     302,500    208,485         4,566(3)           --          100,000        --            --

Robert D. Martin         2002     291,667    218,750        29,995(2)           --               --        --            --
 Sr. V.P. and C.F.O.     2001     283,333    141,666        64,544(3)           --               --        --            --
                         2000     104,359     80,000        35,769(4)      $86,250(5)            --        --            --

JT Taunton, Jr.          2002     300,000    173,610            --              --               --        --            --
 Sr. V.P., President     2001     300,000     15,000            --              --               --        --            --
 and C.E.O., Fabrics     2000     312,000    198,340         5,151(3)           --           32,000        --            --
 and Services

Floyd G. Hoffman         2002     258,333    193,750         7,573(2)           --               --        --            --
 Sr. V.P.,               2001     250,000          0         3,420(2)           --               --        --            --
 Corporate               2000     240,000    113,606            --              --               --        --            --
 Development, General
  Counsel and
  Secretary
</TABLE>

--------------
(1)      Bonus payments are reported for the year in which related services were
         performed. See also Employment Agreements on pages 16 through 18.

(2)      Pursuant to Mr. Ward's employment agreement, includes personal use of
         Company aircraft, Company provided automobile, insurance policy premium
         payments, club dues and tax consulting payments. For Mr. Letzler,
         includes tax consulting payments and personal use of Company aircraft.
         For Mr. Martin, includes tax consulting payments, dividends on
         restricted stock, personal use of Company aircraft and club dues. For
         Mr. Hoffman, includes tax consulting payments and club dues.

(3)      For Mr. Letzler, includes personal use of company aircraft. For Mr.
         Martin, includes tax consulting payments, personal use of company
         aircraft and moving expenses. For Mr. Taunton, includes tax consulting
         payments.

(4)      For Mr. Martin, includes moving expenses

(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 4, 2003, Mr.
         Martin's restricted shares consisted of 2,500 shares, or one-half of
         the original grant of 5,000 shares, with a value of $42,675.


                                      -13-
<PAGE>

OPTION/SAR GRANTS IN FISCAL 2002

         No grants of stock options or SARs were made to the Named Executive
Officers for the year ended January 4, 2003.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL 2002 AND YEAR-END VALUE TABLE

         The following table sets forth information concerning the exercise of
stock options for the Named Executive Officers for the fiscal year ended January
4, 2003 and the value of options held by such persons at January 4, 2003:

<TABLE>
<CAPTION>
                                                             NUMBER OF                  VALUE OF UNEXERCISED
                                                     UNEXERCISED OPTIONS/SARS         IN-THE-MONEY OPTIONS/SARS
                         SHARES                          AT JANUARY 4, 2003             AT JANUARY 4, 2003(2)
                        ACQUIRED      VALUE AT     ----------------------------     -----------     -------------
       NAME            ON EXERCISE   REALIZED(1)   EXERCISABLE    UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
-------------------    -----------   -----------   -----------    -------------     -----------     -------------
<S>                    <C>           <C>           <C>            <C>               <C>             <C>
John F. Ward               --          $ --         1,157,066             --         $ 972,500           $ --
Jonathan R. Letzler        --            --           237,500         62,500           145,875             --
Robert D. Martin           --            --            50,000         50,000                 0             --
JT Taunton, Jr.            --            --            69.000          8,000            46,680             --
Floyd G. Hoffman           --            --            95,000         15,000            87,525             --
</TABLE>

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

(2)      This amount represents the aggregate of the number of options
         multiplied by the difference between the closing price of the Company's
         Common Stock on the last trading day prior to January 4, 2003, and the
         exercise price for such option.

LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL 2002

         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.

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.


                                      -14-
<PAGE>

         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

<TABLE>
<CAPTION>
                                         YEARS OF CREDITED SERVICE
   AVERAGE         ------------------------------------------------------------------------
REMUNERATION           5              10              15              20            OVER 20
------------       --------        --------        --------        --------        --------
<S>                <C>             <C>             <C>             <C>             <C>
 $  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
</TABLE>

         Years of service at January 4, 2003 credited under the Pension Plan for
individuals shown in the Summary Compensation Table on page 13 are as follows:
Mr. Ward, 4 years; Mr. Taunton, 27 years; Mr. Letzler, 4 years; Mr. Martin, 2
years; and Mr. Hoffman, 3 years. Years of service at January 4, 2003 credited
under the S E W for individuals shown in the Summary Compensation Table on page
13 are as follows: Mr. Ward, 10 years (see Employment Agreements on page 16);
Mr. Letzler, 4 years; Mr. Martin, 2 years; Mr. Taunton, 5 years; and Mr.
Hoffman, 4 years.

STOCK OPTION PLANS

         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. 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 (i) 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.


                                      -15-
<PAGE>

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 3 1, 2006. Effective March 1, 200 1, 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.

         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 was 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 were to be at least 50% of his base salary. Under the
agreement, Mr. Letzler participated in any benefit plan offered by the Company
to its executives generally. The agreement provided that in the event of any
termination of employment of Mr. Letzler, all vesting periods under the
Company's benefit plans would be waived and Mr. Letzler would 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 was
for three years and was 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 were to be commensurate
with those held during the preceding twelve months. In addition, Mr. Letzler's
base salary was to be at least equal to the highest base salary paid during the
preceding twelve months and actual bonus was to be not 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 was to remain unchanged, any restricted stock or
stock options would immediately vest, and amounts accrued under the SERF' and
any other non-qualified deferred compensation plans would immediately vest and
be paid to Mr. Letzler within thirty days of the change of control. If the
Company terminated the employment of Mr. Letzler without cause or Mr. Letzler
terminated his employment for good reason (as defined in the agreement), Mr.
Letzler would be entitled to receive certain benefits, including, but not
limited to, a lump sum cash payment equal 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.

                                      -16-
<PAGE>

         Effective as of November 20, 2002, the Company and Mr. Letzler executed
an amended employment agreement, reflecting Mr. Letzler's position as President
and Chief Operating Officer of the Company and incorporating (and thereby
superseding) the provisions of the separate change of control agreement with Mr.
Letzler. The amended 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. Mr.
Letzler's initial annual base salary under the amended agreement is $385,000 and
his annual bonus potential is 100% of his base salary with a midpoint/target
bonus of 50% of his base salary. With respect to stock options, restricted stock
or performance shares granted during the term of the amended agreement, in the
event Mr. Letzler's employment is terminated by reason of his death or total
disability (as defined in the agreement) or by the Company for other than cause
(as defined in the agreement) or by Mr. Letzler for good reason (as defined in
the agreement), all such options shall vest and become immediately exercisable
and shall be exercisable for three years from the termination of employment (but
not beyond the normal expiration date of such options), all remaining
restrictions on such restricted shares shall lapse and all such outstanding
performance shares shall be deemed fully earned.

         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.

         Effective January 17, 1999, the Company employed Floyd G. Hoffman as
Senior Vice President, General Counsel and Secretary pursuant to an agreement
providing for an annual salary of $230,000 (subject to annual increases in the
discretion of the Chief Executive Officer and with the concurrence of the Board
of Directors). The agreement also provided that Mr. Hoffman is entitled to
receive annual bonuses with bonus potential of 100% of his base salary, provided
that his bonus for the 1999 calendar year would be at least 50% of his base
salary earned. Under the agreement, Mr. Hoffman was also entitled to receive
certain payments for reimbursement of expenses in connection with his relocation
and employment with the Company and he was granted an option on April 1, 1999 to
purchase 50,000 shares of Common Stock at the market price of $20.0938 per share
with a 4 year pro rata vesting period.

         The Company has entered into agreements with Mr. Martin (effective May
6, 2002), Mr. Hoffman (effective May 2, 2002) and JT Taunton, Jr. (effective May
30, 2002) providing for certain benefits for Messrs. Martin, Hoffman and Taunton
in the event of a change of control of the Company. The agreements have an
initial term of three years that is automatically extended after the first year
to continually provide for a two year term until two years after notice of
termination of the agreement. Under the terms of the agreements, in the event of
a change of control, Messrs. Martin, Hoffman and Taunton will have positions and
duties commensurate with the most significant of those held during the preceding
ninety days. In addition, their base salaries shall be at least equal to the
highest base salary paid during the preceding twelve months and actual bonuses
must not be less than the target annual bonus that each of them would have been
entitled to receive during the preceding twelve months. In the event of a change
of control, their qualifications for benefit plans will remain unchanged, any
restricted stock or stock options will immediately vest, and amounts accrued
under the SERP and any other non-qualified deferred compensation plans will
immediately vest and be paid to each of them within thirty days of the change of
control. If, following a change of control, the Company terminates any of their
employment without cause or if any of them terminate his employment for good
reason (as defined in the agreement), then Messrs. Martin, Hoffman and/or
Taunton would be entitled to receive certain benefits, including, but not
limited to, a lump sum cash payment equal to three years (two years with respect
to Mr. Taunton) 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.


                                      -17-
<PAGE>

                                  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 2002 after having previously served in the same capacity since
1930. Representatives of Ernst & Young LLP will be in attendance at the Annual
Meeting and will be given the opportunity to make a statement and to respond to
appropriate questions.

AUDIT FEES

         Ernst & Young LLP billed the Company an aggregate amount of $1,091,016
and $618,928 in 2002 and 2001, respectively, for professional services rendered
for the audit of the Company's annual financial statements, the reviews of the
financial statements included in the Company's Forms 10-Q, performance of
statutory audits, and consents, assistance with, and review of documents filed
with the Securities and Exchange Commission.

AUDIT-RELATED FEES

         Ernst & Young LLP billed the Company an aggregate amount of $114,800
and $202,393 in 2002 and 2001, respectively, for professional services rendered
for the audit of the Company's benefit plans and accounting consultations. In
addition, Ernst & Young LLP provided internal audit services to the Company
through June 2001.

TAX FEES

         Ernst & Young LLP billed the Company an aggregate amount of $1,087,700
and $1,982,913 in 2002 and 2001, respectively for tax services including tax
compliance, tax research and other consultations on tax matters.

ALL OTHER FEES

         During 2002 and 2001, Ernst & Young LLP neither rendered to, nor billed
the Company for, professional services other than for audit, audit-related or
tax services. 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 LLP as auditors.

                              SHAREHOLDER PROPOSALS

         The next annual meeting of shareholders is scheduled to be held on
April 21, 2004, 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, 2003.

         If a shareholder fails to notify the Company on or before February 5,
2004 of a proposal which such shareholder intends to present at the Company's
April 21, 2004 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.


                                      -18-
<PAGE>

                               GENERAL INFORMATION

         The Board of Directors of the Company has fixed the close of business
on March 5, 2003, 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 32,186,686 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.

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

         Copies of the Company's Annual Report on Form 10-K for the year ended
January 4, 2003, as filed with the Securities and Exchange Commission, may be
obtained from Thomas D. Johnson, Jr., Director of Investor Relations of the
Company, without charge, by persons who were shareholders beneficially or of
record as of March 5, 2003.

                                        BY ORDER OF THE BOARD OF DIRECTORS


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

Alexander City, Alabama
March 21, 2003


                                      -19-
<PAGE>

                               RUSSELL CORPORATION

                             ALEXANDER CITY, ALABAMA

            PROXY FOR ANNUAL MEETING OF SHAREHOLDERS--APRIL 23, 2003
       (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 23, 2003 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.

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

1.       ELECTION OF DIRECTORS--For terms expiring with the Annual Meeting of
         Shareholders in 2006: John F. Ward and Margaret M. Porter.

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

         INSTRUCTION: To withhold authority to vote for an individual nominee,
         write his or her name in the space provided below

-------------------------------------------------------------------------------

                 (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)


<PAGE>

                         (Continued from reverse side.)

2.       IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
         THE MEETING. VOTE BY MAIL: Please mark, sign and date your proxy card
         and return it in the postage paid envelope provided or return it to:
         Corporate Election Services, P.O. Box 125, Pittsburgh, PA 15230-0125.

         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
         Annual Meeting.


                                    --------------------------------------------
                                    Signature(s) of Shareholder

                                    Dated: ____________________________, 2003

                                    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.

         PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY,
                          USING THE ENCLOSED ENVELOPE.


<PAGE>

                               RUSSELL CORPORATION
                             ALEXANDER CITY, ALABAMA

            PROXY FOR ANNUAL MEETING OF SHAREHOLDERS--APRIL 23, 2003
       (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 23, 2003 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.

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

1.       ELECTION OF DIRECTORS--For terms expiring with the Annual Meeting of
         Shareholders in 2006: John F. Ward and Margaret M. Porter.


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

         INSTRUCTION: To withhold authority to vote for an individual nominee,
         write his or her name in the space provided below

-------------------------------------------------------------------------------

                 (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)



<PAGE>

                         (Continued from reverse side.)


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

         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
         Annual Meeting.


                                    --------------------------------------------
                                    Signature(s) of Shareholder

                                    Dated: ____________________________, 2003

                                    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.

         PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY,
                          USING THE ENCLOSED ENVELOPE.


<PAGE>

                               RUSSELL CORPORATION

                             ALEXANDER CITY, ALABAMA

            PROXY FOR ANNUAL MEETING OF SHAREHOLDERS--APRIL 23, 2003
       (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 23, 2003 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.

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

1.       ELECTION OF DIRECTORS--For terms expiring with the Annual Meeting of
         Shareholders in 2006: John F. Ward and Margaret M. Porter.

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

         INSTRUCTION: To withhold authority to vote for an individual nominee,
         write his or her name in the space provided below

-------------------------------------------------------------------------------

                 (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)


<PAGE>

                         (Continued from reverse side.)

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

         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
         Annual Meeting. Signature(s) of Shareholder Dated:


                                    --------------------------------------------
                                    Signature(s) of Shareholder

                                    Dated: ____________________________, 2003

                                    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.

         PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY,
                          USING THE ENCLOSED ENVELOPE.