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                                                                   EXHIBIT (10r)




                    FORM OF CHANGE OF CONTROL AGREEMENT WITH
                     ROBERT D. MARTIN AND FLOYD G. HOFFMAN


                               RUSSELL CORPORATION

                     CHANGE-OF-CONTROL EMPLOYMENT AGREEMENT


         THIS AGREEMENT dated as of May __, 2002 (the "Agreement Date") is made
by and among Russell Corporation, an Alabama corporation (the "Company"), and
("Executive").

                                    RECITALS

         The Company has determined that it is in the best interests of the
Company and its stockholders to assure that the Company will have the continued
service of Executive. The Company also believes it is imperative to reduce the
distraction of Executive that would result from the personal uncertainties
caused by a pending or threatened change of control of the Company, to encourage
Executive's full attention and dedication to the Company, and to provide
Executive with compensation and benefits arrangements upon a change of control
which ensure that the expectations of Executive will be satisfied and are
competitive with those of similarly-situated corporations. This Agreement is
intended to accomplish these objectives.

                                   ARTICLE I.
                               CERTAIN DEFINITIONS

         As used in this Agreement, the terms specified below shall have the
following meanings:

         1.1      "Accrued Annual Bonus" means the amount of any Annual Bonus
earned but not yet paid with respect to the Company's latest fiscal year ended
prior to the Termination Date.

         1.2      "Accrued Base Salary" means the amount of Executive's Base
Salary that is accrued but not yet paid as of the Termination Date.

         1.3      "Accrued Obligations" means, as of any date, the sum of
Executive's Accrued Base Salary, Accrued Annual Bonus, any accrued but unpaid
vacation pay, and any other amounts and benefits which are then due to be paid
or provided to Executive by the Company, but have not yet been paid or provided
(as applicable).

         1.4      "Agreement Date" -- see the introductory paragraph of this
Agreement.

         1.5      "Agreement Term" means the period commencing on the Agreement
Date and ending on the third anniversary of the Agreement Date or, if later, the
date to which the Agreement Term is extended under the following sentence.
Commencing on the first anniversary of the Agreement Date, the Agreement Term
shall automatically be extended on such date and on each day thereafter by one
day until, at any time after the first anniversary of the Agreement Date, the
Company delivers written notice (an "Expiration Notice") to Executive that the
Agreement shall expire on a date specified in the Expiration Notice (the
"Expiration Date"); provided that such date is not prior to the last day of the
Agreement Term (as extended); provided further, however, that if an Effective
Date or an Imminent


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Change Date occurs before the Expiration Date specified in the Expiration
Notice, then such Expiration Notice shall be void and of no further effect.

         1.6      "Annual Bonus" -- see Section 2.2(b).

         1.7      "Annual Performance Period" -- see Section 2.2(b).

         1.8      "Article" means an article of this Agreement.

         1.9      "Base Salary" -- see Section 2.2(a).

         1.10     "Beneficial Owner" has the meaning specified in Rule 13d-3 of
the SEC under Exchange Act.

         1.11     "Beneficiary" -- see Section 10.3.

         1.12     "Board" means the Company's Board of Directors.

         1.13     "Bonus Plan" -- see Section 2.2(b).

         1.14     "Cause" means any one or more of the following:

                  (a)      Executive's conviction of a felony or other crime
         involving fraud, dishonesty or moral turpitude, excluding Limited
         Vicarious Liability;

                  (b)      Executive's willful or reckless material misconduct
         in the performance of Executive's duties;

                  (c)      Executive's habitual neglect of material duties; or

                  (d)      Executive's willful or intentional material breach of
         this Agreement;

Provided, however, that for purposes of clauses (b), (c), and (d), Cause shall
not include any one or more of the following:

                           (i)      bad judgment or negligence;

                           (ii)     any act or omission believed by Executive in
                  good faith to have been in or not opposed to the interest of
                  the Company (without intent of Executive to gain, directly or
                  indirectly, a profit to which Executive was not legally
                  entitled);

                           (iii)    any act or omission with respect to which a
                  determination could properly have been made by the Board that
                  Executive met the applicable standard of conduct for
                  indemnification or reimbursement under the Company's by-laws,
                  any applicable indemnification agreement, or applicable law,
                  in each case in effect at the time of such act or omission; or

                           (iv)     any act or omission with respect to which
                  the Company gives Executive a Notice of Consideration (as
                  defined below) more than six months after the earliest date on
                  which any member of the Board, not a party to the act or
                  omission, knew or should have known of such act or omission;
                  and


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further provided that, if a breach of this Agreement involved an act, or a
failure to act, which was done, or omitted to be done, by Executive in good
faith and with a reasonable belief that Executive's act, or failure to act, was
in the best interests of the Company or was required by applicable law or
administrative regulation, such breach shall not constitute Cause if, within
thirty (30) days after Executive is given written notice of such breach that
specifically refers to this Section, Executive cures such breach to the fullest
extent that it is curable.

         1.15     "Change of Control" means any one or more of the following:

                  (a)      any person (as such term is used in Rule 13d-5 of the
         SEC under the Exchange Act) or group (as such term is defined in
         Section 3(a)(9) and 13(d)(3) of the Exchange Act), other than a
         Subsidiary, any employee benefit plan (or any related trust) of the
         Company or any of its Subsidiaries or any Excluded Person, becomes the
         Beneficial Owner of 30% or more of the common stock of the Company or
         of Voting Securities representing 30% or more of the combined voting
         power of the Company (such a person or group, a "30% Owner"), except
         that no Change of Control shall be deemed to have occurred solely by
         reason of such beneficial ownership by a corporation with respect to
         which both more than 70% of the common stock of such corporation and
         Voting Securities representing more than 70% of the aggregate voting
         power of such corporation are then owned, directly or indirectly, by
         the persons who were the direct or indirect owners of the common stock
         and Voting Securities of the Company immediately before such
         acquisition in substantially the same proportions as their ownership,
         immediately before such acquisition, of the common stock and Voting
         Securities of the Company, as the case may be, and such corporation
         shall not be deemed a 30% Owner.

                  (b)      the Incumbent Directors (determined using the
         Effective Date as the baseline date) cease for any reason to constitute
         at least two-thirds of the directors of the Company then serving; or

                  (c)      approval by the stockholders of the Company of a
         merger, reorganization, consolidation, or similar transaction, or a
         plan or agreement for the sale or other disposition of all or
         substantially all of the consolidated assets of the Company or a plan
         of liquidation of the Company (any of the foregoing transactions, a
         "Reorganization Transaction") which, based on information included in
         the proxy and other written materials distributed to the Company's
         stockholders in connection with the solicitation by the Company of such
         stockholder approval, is not expected to qualify as an Exempt
         Reorganization Transaction; or

                  (d)      the consummation by the Company of a Reorganization
         Transaction that for any reason fails to qualify as an Exempt
         Reorganization Transaction as of the date of such consummation,
         notwithstanding the fact that such Reorganization Transaction was
         expected to so qualify as of the date of such stockholder approval.

Notwithstanding the occurrence of any of the foregoing events, a Change of
Control shall not occur with respect to a Executive if, in advance of such
event, the Executive agrees in writing that such event shall not constitute a
Change of Control.

         1.16     "Code" means the Internal Revenue Code of 1986, as amended.

         1.17     "Company" means Russell Corporation.

         1.18     "Company Certificate" -- see Section 5.1(a).


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         1.19     "Company Counsel Opinion" -- see Section 5.5.

         1.20     "Confidential Information" means any information not generally
known in the relevant trade or industry of the Company, which was obtained from
the Company, or which was learned, discovered, developed, conceived, originated
or prepared during or as a result of the performance of any services by
Executive on behalf of the Company and which:

                  (a)      relates to one or more of the following:

                           (i)      trade secrets of the Company or any customer
                  or supplier of the Company;

                           (ii)     existing or contemplated products, services,
                  technology, designs, processes, formulae, algorithms, research
                  or product developments of the Company or any customer or
                  supplier of the Company;

                           (iii)    business plans, sales or marketing methods,
                  methods of doing business, customer lists, customer usages
                  and/or requirements, supplier information of the Company or
                  any customer or supplier of the Company; or

                           (iv)     information obtained by the Company from a
                  third party and which the Company is required to preserve as
                  confidential pursuant to a confidentiality agreement,
                  applicable law or court or administrative order;

                  (b)      the Company or any customer or supplier of the
         Company may reasonably have the right to protect by patent, copyright
         or by keeping it secret and confidential; or

                  (c)      otherwise offers the Company a competitive advantage
         in the relevant industry or in any other business in which the Company
         is engaged.

Confidential Information does not include any information that is or may become
publicly known other than through the improper actions of Executive.

         1.21     "Consummation Date" means the date upon which a Reorganization
Transaction is consummated.

         1.22     "Disability" means any medically determinable physical or
mental impairment that has lasted for a continuous period of not less than six
(6) months and can be expected to be permanent or of indefinite duration, and
that renders Executive unable to perform the duties required under this
Agreement.

         1.23     "Disability Effective Date" -- see Section 3.1.

         1.24     "Effective Date" means each date on which a Change of Control
first occurs during the Agreement Term.

         1.25     "Employer Defined Contribution Plan Contribution" means the
product of (i) the maximum amount stated as a percentage of Executive's Base
Salary paid within the three-year period immediately preceding the Effective
Date by the Company for any 12-month period to or for the benefit of Executive
as an employer contribution under the Company's Non-Qualified Plans and
Qualified Plans which are defined contribution plans on behalf of Executive,
multiplied by (ii) Executive's Base Salary as


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of the Termination Date or, if greater, during the 12-month period immediately
preceding the Effective Date.

         1.26     "Exchange Act" means the Securities Exchange Act of 1934.


         1.27     "Excise Taxes" -- see Section 5.1(a).


         1.28     "Excluded Person" means any Person who, along with such
Person's Affiliates and Associates (as such terms are defined in Rule 12b-2 of
the General Rules and Regulations under the Exchange Act) is the Beneficial
Owner of 15% or more of the Shares outstanding as of the Agreement Date,
provided that such Person, including such Person's Affiliates and Associates,
does not acquire, after the Effective Date hereof, additional Shares in excess
of 1% of the then outstanding Shares, exclusive of (i) Shares acquired by such
Person and such Person's Affiliates and Associates as a result of stock
dividends, stock splits, recapitalizations or similar transactions in which the
Company did not receive any consideration for issuing the Shares in question or
as a result of repurchases of stock by the Company; (ii) Shares acquired by such
Person and such Person's Affiliates and Associates as a result of gifts,
devises, bequests and intestate succession; and (iii) Shares acquired by such
Person and such Person's Affiliates and Associates as a result of participation
by such Person and such Person's Affiliates and Associates in any dividend
reinvestment plan, stock option plan or other similar plan or arrangement of the
Company.

         1.29     "Executive Counsel Opinion" -- see Section 5.5.

         1.30     "Executive's Gross-Up Determination" -- see Section 5.2(a).

         1.31     "Exempt Reorganization Transaction" means a Reorganization
Transaction which results in the Persons who were the direct or indirect owners
of the outstanding common stock and Voting Securities of the Company immediately
before such Reorganization Transaction becoming, immediately after the
consummation of such Reorganization Transaction, the direct or indirect owners
of both more than 70% of the then-outstanding common stock of the Surviving
Corporation and Voting Securities representing more than 70% of the aggregate
voting power of the Surviving Corporation, in substantially the same respective
proportions as such Persons' ownership of the common stock and Voting Securities
of the Company immediately before such Reorganization Transaction.

         1.32     "Good Reason" means the occurrence of any one or more of the
following actions or omissions that, unless otherwise specified, occurs during a
Post-Change Employment Period:

                  (a)      any failure to pay Executive's Base Salary or Annual
         Bonus in violation of Section 2.2 or any failure to increase
         Executive's Base Salary to the extent, if any, required by such
         Section;

                  (b)      any failure by the Company to comply with any
         provision of Article II;

                  (c)      any material adverse change in Executive's position
         (including offices, titles, reporting requirements or
         responsibilities), authority, duties or other terms and conditions of
         Executive's employment;

                  (d)      requiring Executive to be based at any office or
         location other than the location specified in Section 2.1(a);

                  (e)      any material breach of this Agreement by the Company;


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                  (f)      any Termination of Employment by the Company
         that purports to be for Cause, but is not in full compliance with all
         of the substantive and procedural requirements of this Agreement (any
         such purported termination shall be treated as a Termination of
         Employment without Cause for all purposes of this Agreement); or

                  (g)      the failure at any time of a successor to the Company
         or a Parent Corporation of a successor to the Company explicitly to
         assume and agree to be bound by this Agreement.

         1.33     "Gross-up Multiple" -- see Section 5.4.

         1.34     "Gross-up Payment" -- see Section 5.1(a).

         1.35     "Imminent Change Date" means any date on which one or more of
the following occurs (i) a presentation to the Company's stockholders generally
or any of the Company's directors or executive officers of a proposal or offer
which, if consummated, would be a Change of Control, (ii) the public
announcement (whether by advertisement, press release, press interview, public
statement, SEC filing or otherwise) of a proposal or offer which if consummated
would be a Change of Control, or (iii) such proposal or offer remains effective
and unrevoked.

         1.36     "Imminent Change Period" means the period commencing on the
Imminent Change Date and ending on the earlier to occur of (a) a Change of
Control or (b) the date the offer or proposal for a Change of Control is no
longer effective or has been revoked.

         1.37     "Including" means including without limitation.

         1.38     "Incumbent Directors" means, as of any specified baseline
date, individuals then serving as members of the Board who were members of the
Board as of the date immediately preceding such baseline date; provided that any
subsequently-appointed or elected member of the Board whose election, or
nomination for election by stockholders of the Company or the Surviving
Corporation, as applicable, was approved by a vote or written consent of at
least two-thirds of the directors then comprising the Incumbent Directors shall
also thereafter be considered an Incumbent Director, unless the initial
assumption of office of such subsequently-elected or appointed director was in
connection with (i) an actual or threatened election contest, including a
consent solicitation, relating to the election or removal of one or more members
of the Board, (ii) a "tender offer" (as such term is used in Section 14(d) of
the Exchange Act), (iii) a proposed Reorganization Transaction, or (iv) a
request, nomination or suggestion of any Beneficial Owner of Voting Securities
representing 15% or more of the aggregate voting power of the Voting Securities
of the Company or the Surviving Corporation, as applicable.

         1.39     "IRS" means the Internal Revenue Service.

         1.40     "IRS Claim" -- see Section 5.6.

         1.41     "Limited Vicarious Liability" means any liability which is (i)
based on acts of the Company for which Executive is responsible solely as a
result of his office(s) with the Company and (ii) provided that (x) he was not
directly involved in such acts and either had no prior knowledge of such
intended actions or promptly acted reasonably and in good faith to attempt to
prevent the acts causing such liability or (y) he did not have a reasonable
basis to believe that a law was being violated by such acts.

         1.42     "Lump Sum Value" of an annuity payable pursuant to a defined
benefit plan means, as of a specified date, the present value of such annuity,
as determined, as of such date, under generally


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accepted actuarial principles using (a) the applicable interest rate, mortality
tables and other methods and assumptions that the Pension Benefit Guaranty
Corporation ("PBGC") would use in determining the value of an immediate annuity
of a terminated Plan on the Termination Date or (b) if such interest rate and
mortality assumptions are no longer published by the PBGC, interest rate and
mortality assumptions determined in a manner as similar as practicable to the
manner by which the PBGC's interest rate and mortality assumptions were
determined immediately prior to the PBGC's cessation of publication of such
assumptions.

         1.43     "Maximum Annual Bonus" means the maximum bonus amount
achievable by Executive under a Bonus Plan for a given Annual Performance
Period; provided, that in no event shall such amount be less than the amount
required to be paid pursuant to Section 2.2(b).

         1.44     "Maximum Annuity" means, in respect of a defined benefit plan
(whether or not qualified under Section 401 (a) of the Code), an annuity
computed in whatever manner permitted under such plan (including frequency of
annuity payments, attained age upon commencement of annuity payments, and nature
of surviving spouse benefits, if any) that yields the greatest Lump Sum Value.

         1.45     "Notice of Consideration" -- see Section 3.3(b)(ii).

         1.46     "Non-Qualified Plan" -- see Section 2.4.

         1.47     "Notice of Termination" means a written notice given in
accordance with Section 10.8 which sets forth (a) the specific termination
provision in this Agreement relied upon by the party giving such notice, (b) in
reasonable detail the specific facts and circumstances claimed to provide a
basis for such Termination of Employment, and (c) if the Termination Date is
other than the date of receipt of such Notice of Termination, the Termination
Date.

         1.48     "Parent Corporation" means a corporation which owns 50% or
more of the Common Stock or Voting Securities of any corporation and any other
corporation which owns any corporation which is in an unbroken chain of
corporations each of which owns successively in an unbroken chain of
corporations which includes the subject corporation.

         1.49     "Person" means any individual, sole proprietorship,
partnership, joint venture, limited liability company, trust, unincorporated
organization, association, corporation, institution, public benefit corporation,
entity or government instrumentality, division, agency, body or department.

         1.50     "Plans" means plans, programs, or Policies of the Company.

         1.51     "Policies" means policies, practices or procedures of the
Company.

         1.52     "Post-Change Employment Period" means the period commencing on
the Effective Date and ending on the second anniversary of the Effective Date.

         1.53     "Potential Parachute Payments" -- see Section 5.1.

         1.54     "Pro-rata Annual Bonus" means, in respect of the Company's
fiscal year during which the Effective Date (in the case of a Pro-rata Annual
Bonus payable pursuant to Section 2.5 hereof) or the Termination Date (in the
case of a Pro-rata Annual Bonus payable pursuant to Article IV hereof), as
applicable, occurs, an amount equal to the product of Executive's Target Annual
Bonus (determined as of the Effective Date or Termination Date, as applicable)
multiplied by a fraction, the numerator of which


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equals the number of days from and including the first day of such fiscal year
through and including the Effective Date or the Termination Date, as applicable,
and the denominator of which equals 365.

         1.55     "Qualified Plan" means any plan, which meets the qualification
requirements of Internal Revenue Service Code Section 401(a) or 403(a).

         1.56     "SEC" means the Securities and Exchange Commission.

         1.57     "SERP" means any supplemental executive retirement Plan that
is a Non-Qualified Plan.

         1.58     "Severance Period" means a period equal to three years.

         1.59     "Stock Options" -- see Section 2.3.

         1.60     "Subsidiary" means with respect to any Person (a) any
corporation of which more than 50% of the Voting Securities are at the time,
directly or indirectly, owned by such Person and (b) any partnership or limited
liability company in which such Person has a direct or indirect interest
(whether in the form of Voting Power, participation in profits or capital
contribution) of more than 50%.

         1.61     "Surviving Corporation" means the corporation resulting from a
Reorganization Transaction and any Parent Corporation of such corporation.

         1.62     "Target Annual Bonus" as of a certain date means the amount
equal to the product of Base Salary determined as of such date multiplied by the
percentage of such Base Salary to which Executive would have been entitled
immediately prior to such date under any Bonus Plan for the Annual Performance
Period for which the Annual Bonus is awarded if the performance goals
established pursuant to such Bonus Plan were achieved at the 100% level as of
the end of the Annual Performance Period.

         1.63     "Taxes" means federal, state, local or other income or other
taxes.

         1.64     "Termination Date" means the date of the receipt of the Notice
of Termination by Executive (if such Notice is given by the Company) or by the
Company (if such Notice is given by Executive), or any later date, not more than
15 days after the giving of such Notice, specified in such notice; provided,
however, that:

                  (a)      if Executive's employment is terminated by reason of
         death or Disability, the Termination Date shall be the date of
         Executive's death or the Disability Effective Date (as defined in
         Section 3.1), as applicable; and

                  (b)      if no Notice of Termination is given, the Termination
         Date shall be the last date on which Executive is employed by the
         Company.

         1.65     "Termination of Employment" means any termination of
Executive's employment with the Company, whether such termination is initiated
by the Company or by Executive.

         1.66     "Voting Securities" of a corporation means securities of such
corporation that are entitled to vote generally in the election of directors of
such corporation, but not including any other class of securities of such
corporation that may have voting power by reason of the occurrence of a
contingency which contingency has not occurred.


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                                  ARTICLE II.
                          POST-CHANGE EMPLOYMENT PERIOD

         2.1      Position and Duties.


                  (a)      During the Post-Change Employment Period, Executive's
position (including offices, titles, reporting requirements and
responsibilities), authority and duties shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned at any time during the 90-day period immediately before the Effective
Date and Executive's services shall be performed at the location where Executive
was employed immediately before the Effective Date or any other location no more
than 30 miles from such former location.

                  (b)      During the Post-Change Employment Period (other than
any periods of vacation, sick leave or disability to which Executive is
entitled), Executive agrees to devote Executive's full attention and time to the
business and affairs of the Company and, to the extent necessary to discharge
the duties assigned to Executive in accordance with this Agreement, to use
Executive's best efforts to perform such duties. During the Post-Change
Employment Period, Executive may (i) serve on corporate, civic or charitable
boards or committees, (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (iii) manage personal investments, so long
as such activities are consistent with the Policies of the Company at the
Effective Date and do not significantly interfere with the performance of
Executive's duties under this Agreement. To the extent that any such activities
have been conducted by Executive immediately prior to the Effective Date and
were consistent with the Policies of the Company at the Effective Date, the
continued conduct of such activities (or activities similar in nature and scope)
after the Effective Date shall not be deemed to interfere with the performance
of Executive's duties under this Agreement.

         2.2      Compensation.


                  (a)      Base Salary. During the Post-Change Employment
         Period, the Company shall pay or cause to be paid to Executive an
         annual base salary in cash, which shall be paid in a manner consistent
         with the Company's payroll practices in effect immediately before the
         Effective Date, at an annual rate not less than 12 times the highest
         monthly base salary paid or payable to Executive by the Company in
         respect of the 12-month period immediately before the Effective Date
         (such annual rate salary, the "Base Salary"). During the Post-Change
         Employment Period, the Base Salary shall be reviewed at least annually
         and shall be increased at any time and from time to time as shall be
         substantially consistent with increases in base salary awarded to other
         peer executives of the Company. Any increase in Base Salary shall not
         limit or reduce any other obligation of the Company to Executive under
         this Agreement. After any such increase, the Base Salary shall not be
         reduced and the term "Base Salary" shall thereafter refer to the
         increased amount.

                  (b)      Annual Bonus. In addition to Base Salary, the Company
         shall pay or cause to be paid to Executive a bonus (the "Annual Bonus")
         for each Annual Performance Period which ends during the Post-Change
         Employment Period. "Annual Performance Period" means each period of
         time designated in accordance with any annual bonus arrangement (a
         "Bonus Plan") which is based upon performance and approved by the Board
         or any committee of the Board, or in the absence of any Bonus Plan or
         any such designated period of time, each calendar year. The Annual
         Bonus (i) shall be not less than the Target Annual Bonus determined as
         of the Effective Date (which Target Annual Bonus shall equal Base
         Salary multiplied by a percentage which is equal to the highest
         percentage that any annual bonus which could be awarded upon
         achievement of target


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         performance goals during the 12-month period immediately preceding the
         Effective Date represents as a percentage of annual salary at that
         time), (ii) the performance goals under the Bonus Plan shall not be
         materially more difficult to achieve than the performance goals in the
         Bonus Plan (or designated by the Board) in effect during the Annual
         Performance Period immediately before the Effective Date and (iii) the
         Maximum Annual Bonus shall not be less than the maximum bonus
         achievable under the Bonus Plan (or designated by the Board) during the
         Annual Performance Period ended immediately before the Effective Date
         (or if higher, the Maximum Annual Bonus for the Annual Performance
         Period that commenced immediately before the Effective Date).

                  (c)      Incentive, Savings and Retirement Plans. In addition
         to Base Salary and Annual Bonus, Executive shall be entitled to
         participate during the Post-Change Employment Period in all incentive
         (including long-term incentives), savings and retirement Plans
         applicable to other peer executives of the Company, but in no event
         shall such Plans provide Executive with incentive (including long-term
         incentives), savings and retirement benefits during the Post-Change
         Employment Period which, in any case, are materially less favorable, in
         the aggregate, than the most favorable of those provided by the Company
         for Executive under such Plans as in effect at any time during the
         12-month period immediately before the Effective Date.

                  (d)      Welfare Benefit Plans. During the Post-Change
         Employment Period, Executive and Executive's family shall be eligible
         to participate in, and receive all benefits under, welfare benefit
         Plans provided by the Company (including medical, prescription, dental,
         disability, salary continuance, individual life, group life, dependent
         life, accidental death and travel accident insurance Plans) and
         applicable to other peer executives of the Company and their families,
         but in no event shall such Plans provide benefits during the
         Post-Change Employment Period which are materially less favorable, in
         the aggregate, than the most favorable of those provided to Executive
         under such Plans as in effect at any time during the 12-month period
         immediately before the Effective Date.

                  (e)      Fringe Benefits. During the Post-Change Employment
         Period, Executive shall be entitled to fringe benefits in accordance
         with the most favorable Plans applicable to peer executives of the
         Company, but in no event shall such Plans provide fringe benefits which
         in any case are materially less favorable, in the aggregate, than the
         most favorable of those provided by the Company to Executive under such
         Plans in effect at any time during the 12-month period immediately
         before the Effective Date.

                  (f)      Expenses. During the Post-Change Employment Period,
         Executive shall be entitled to prompt reimbursement of all reasonable
         employment-related expenses incurred by Executive upon the Company's
         receipt of accountings in accordance with the most favorable Policies
         applicable to peer executives of the Company, but in no event shall
         such Policies be materially less favorable, in the aggregate, than the
         most favorable of those provided by the Company for Executive under
         such Policies in effect at any time during the 12-month period
         immediately before the Effective Date.

                  (g)      Office and Support Staff. During the Post-Change
         Employment Period, Executive shall be entitled to an office or offices
         of a size and with furnishings and other appointments, and to
         secretarial and other assistance in accordance with the most favorable
         Policies applicable to peer executives of the Company, but in no event
         shall such Policies be materially less favorable, in the aggregate,
         than the most favorable of those provided by the Company for Executive
         under such Policies in effect at any time during the 12-month period
         immediately before the Effective Date.


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                  (h)      Vacation. During the Post-Change Employment Period,
         Executive shall be entitled to paid vacation in accordance with the
         most favorable Policies applicable to peer executives of the Company,
         but in no event shall such Policies be materially less favorable, in
         the aggregate, than the most favorable of those provided by the Company
         for Executive under such Policies in effect at any time during the
         12-month period immediately before the Effective Date.

         2.3      Stock Incentive Awards. On the Effective Date, Executive shall
become fully vested in and may thereafter exercise in whole or in part, all
outstanding stock options, stock appreciation rights, or similar awards
(collectively, "Stock Options") and (ii) shall become fully vested in and
receive an immediate transfer of all shares of restricted stock, deferred stock
and similar awards ("Restricted Shares").

         2.4      Unfunded Deferred Compensation. On the Effective Date of a
Change of Control, Executive shall become fully vested in all benefits
previously accrued under any deferred compensation Plan (including any SERP)
that is not qualified under Section 401(a) of the Code (a "Non-Qualified Plan").
Within thirty (30) business days after any such Effective Date, as applicable,
the Company shall pay to Executive a lump-sum cash amount equal to:

                  (a)      the sum of the Lump-Sum Values of all Maximum
         Annuities that are payable pursuant to all defined benefit
         Non-Qualified Plans, plus

                  (b)      the sum of Executive's account balances under all
         defined contribution Non-Qualified Plans;

provided, however, that if, at any time prior to the Effective Date, Executive
delivers to the Company an irrevocable election to waive Executive's right to
receive the payments described in this Section 2.4 (an "Irrevocable Election"),
then (i) Executive shall not receive the payments described in this Section 2.4,
(ii) Executive's account balances under each defined contribution Non-Qualified
Plan shall continue to be credited with investment earnings in accordance with
the terms of such Non-Qualified Plan during Executive's period of employment
following the Effective Date, and (iii) at the earlier of (x) the date(s)
provided in each such Non-Qualified Plan and (y) 30 days after Executive's
Termination Date, the Company shall pay, or cause to be paid, to Executive a
lump-sum cash payment equal to the sum of the Lump-Sum Value(s) of all Maximum
Annuities that are payable pursuant to all defined benefit Non-Qualified Plans
and the sum of Executive's account balances under all defined contribution
Non-Qualified Plans.

         2.5      Pro-Rata Annual Bonus. Within thirty (30) days after the
Effective Date, the Company shall pay Executive a lump-sum cash payment equal to
the Pro-Rata Annual Bonus determined as of the Effective Date.

                                  ARTICLE III.
                           TERMINATION OF EMPLOYMENT

         3.1      Disability. During the Post-Change Employment Period, the
Company may terminate Executive's employment because of Executive's Disability
by giving Executive or his legal representative, as applicable, (i) written
notice in accordance with Section 10.8 of the Company's intention to terminate
Executive's employment pursuant to this Section and (ii) a certification of
Executive's Disability by a physician jointly selected by the Company and the
Executive; provided that if the Company and Executive cannot reach agreement on
the physician, the certification shall be by a panel of physicians consisting of
one physician selected by the Company, one physician selected by the Executive
and a third


                                      -11-
<PAGE>
physician jointly selected by those two physicians. Executive's employment shall
terminate effective on the 30th day (the "Disability Effective Date") after
Executive's receipt of such notice unless, before the Disability Effective Date,
Executive shall have resumed the full-time performance of Executive's duties.

         3.2      Death. Executive's employment shall terminate automatically
upon Executive's death during the Post-Change Employment Period.

         3.3      Cause.

                  (a)      During the Post-Change Employment Period and any
         Imminent Change Period, the Company may terminate Executive's
         employment for Cause solely in accordance with all of the substantive
         and procedural provisions of this Section.

                  (b)      The Company shall strictly observe each of the
         following procedures in connection with any Termination of Employment
         for Cause:

                           (i)      The issue of determining whether Executive's
                  acts or omissions satisfy the definition of "Cause" herein
                  and, if so, whether to terminate Executive's employment for
                  Cause shall be raised and discussed at a meeting of the Board.

                           (ii)     Not less than 30 days prior to the date of
                  such meeting the Company shall provide Executive and each
                  member of the Board written notice (a "Notice of
                  Consideration") of (x) a detailed description of the acts or
                  omissions alleged to constitute Cause, (y) the date, time and
                  location of such meeting of the Board, and (z) Executive's
                  rights under clause (iii) below.

                           (iii)    Executive shall have the opportunity to
                  appear before the Board at such meeting in person and, at
                  Executive's option, with legal counsel, and to present to the
                  Board a written and/or oral response to the Notice of
                  Consideration.

                           (iv)     Executive's employment may be terminated for
                  Cause only if (x) the acts or omissions specified in the
                  Notice of Consideration did in fact occur and do constitute
                  Cause as defined in this Section, (y) the Board makes a
                  specific determination to such effect and to the effect that
                  Executive's employment should be terminated for Cause and (z)
                  the Company thereafter provides Executive with a Notice of
                  Termination which specifies in specific detail the basis of
                  such Termination of Employment for Cause and which Notice
                  shall be based upon one or more of the acts or omissions set
                  forth in the Notice of Consideration. The Board's
                  determination specified in clause (y) of the preceding
                  sentence shall require the affirmative vote of at least 75% of
                  the members of the Board.

                           (v)      In the event that the issue of whether
                  Executive was properly terminated for Cause becomes a disputed
                  issue in any action or proceeding between the Company and
                  Executive, the Company shall, notwithstanding the
                  determination referenced in clause (iv) of this Section
                  3.3(b), have the burden of establishing by clear and
                  convincing evidence that the actions or omissions specified in
                  the Notice of Termination did in fact occur, do constitute
                  Cause, were the basis for Executive's termination and that the
                  Company has, in each and every respect, satisfied the
                  procedural requirements of this Section 3.3(b).


                                      -12-
<PAGE>

         3.4      Good Reason.

                  (a)      During the Post-Change Employment Period, Executive
         may terminate his or her employment for Good Reason in accordance with
         the substantive and procedural provisions of this Section.

                  (b)      In the event Executive Determines there is Good
         Reason to terminate, Executive shall notify the Company of the events
         constituting such Good Reason by a Notice of Termination. A delay in
         the delivery of such Notice of Termination or a failure by Executive to
         include in the Notice of Termination any fact or circumstance which
         contributes to a showing of Good Reason shall not waive any right of
         Executive under this Agreement or preclude Executive from asserting
         such fact or circumstance in enforcing rights under this Agreement;
         provided, that no act or omission by the Company shall qualify as Good
         Reason if Executive's Termination of Employment occurs more than 12
         months after Executive first obtains actual knowledge of such act or
         omission.

                  (c)      In the event that the Company conceals any act or
         omission by the Company that occurs during the Post-Change Employment
         Period and qualifies as Good Reason, any subsequent Termination of
         Employment (whether by the Company or by Executive and regardless of
         the circumstances of such Termination) that occurs at any time after
         such act or omission shall conclusively be deemed to be a Termination
         of Employment by Executive for Good Reason, notwithstanding any
         provision of this Agreement to the contrary.

                  (d)      If Executive has a Termination of Employment during
         the Imminent Change Period and a Change of Control occurs within six
         (6) months following such Termination of Employment, and if Executive
         had not received within one year immediately preceding the Imminent
         Change an evaluation rating under the employee rating system in effect
         upon the Agreement Date equal to or less than Level 2 (or any similar
         rating under any subsequent rating system), the provisions of this
         Section 3.4 shall be applied in the same manner and to the same extent
         as if the Termination of Employment had occurred after the Effective
         Date. During the Imminent Change Period, if Executive terminates his
         employment for reasons that would constitute Good Reason during the
         Post-Change Employment Period, Executive shall terminate in accordance
         with the procedures set forth in this Section 3.4.

                                  ARTICLE IV.
             COMPANY'S OBLIGATIONS UPON A TERMINATION OF EMPLOYMENT

         4.1      If by Executive for Good Reason or by the Company Other Than
for Cause or Disability. If, during the Post-Change Employment Period (or as
provided in Section 4.2, below, during the Imminent Change Period), the Company
terminates Executive's employment other than for Cause or Disability, or if
Executive terminates employment for Good Reason, the Company's sole obligations
to Executive under Articles II and IV shall be as follows:

                  (a)      The Company shall pay Executive, in addition to all
         vested rights arising from Executive's employment as specified in
         Article II, a lump-sum cash amount equal to the sum of the following:

                           (i)      all Accrued Obligations;


                                      -13-
<PAGE>
                           (ii)     Executive's Pro-rata Annual Bonus reduced
                  (but not below zero) by the amount of any Annual Bonus paid to
                  Executive with respect to the Company's fiscal year in which
                  the Termination Date occurs;

                           (iii)    all amounts previously deferred by, or
                  accrued to the benefit of, Executive under any defined
                  contribution Non-Qualified Plans, whether vested or unvested,
                  together with any accrued earnings thereon, to the extent that
                  such amounts and earnings have not been previously paid by the
                  Company (whether pursuant to Section 2.4 or otherwise);

                           (iv)     an amount equal to the number of years in
                  the Severance Period times the sum of (A) Base Salary, (B)
                  Target Annual Bonus and (C) Employer Defined Contribution Plan
                  Contribution, each determined as of the Termination Date;
                  provided, however, that any reduction in Executive's Base
                  Salary or Target Annual Bonus that would qualify as Good
                  Reason shall be disregarded for purposes of this clause; and

                           (v)      to the extent not paid pursuant to any other
                  clause of this Section 4.1(a), an amount equal to the sum of
                  the value of the unvested portion of Executive's accounts or
                  accrued benefits under any unqualified or qualified plan
                  (other than a defined benefit plan) maintained by the Company
                  as of the Termination Date and forfeited by Executive by
                  reason of the Termination of Employment.

Such lump-sum amount shall be paid no more than thirty (30) days after the
Termination Date.

                  (b)      The Company shall pay, in lieu of all
         previously-accrued benefits under all Non-Qualified Plans that are
         defined benefit plans, a lump-sum cash amount equal to the positive
         difference, if any, between:

                           (i)      the sum of the Lump-Sum Values of each
                  Maximum Annuity that would be payable to Executive under any
                  defined benefit Plan (whether or not qualified under Section
                  401(a)) if Executive had:

                                    (A)      become fully vested in all such
                           previously-unvested benefits,

                                    (B)      accrued a number of years of
                           service (for purposes of determining the amount of
                           such benefits, entitlement to early retirement
                           benefits, and all other purposes of such defined
                           benefit plans) that is a number of years equal to the
                           number of years of service actually accrued by
                           Executive as of the Termination Date increased by the
                           number of years in the Severance Period, and

                                    (C)      received the lump-sum severance
                           benefits specified in Section 4.1(a)(ii) and (iv) as
                           covered compensation in equal monthly installments
                           during the Severance Period,

                  minus

                           (ii)     the sum of (x) the Lump-Sum Values of the
                  Maximum Annuity benefits actually payable to Executive in the
                  future under each defined benefit Plan that is qualified under
                  Section 401(a) of the Code and (y) the aggregate amounts
                  previously paid to Executive under the defined benefit Plans
                  (whether or not qualified under Section 401(a) of the Code)
                  described in clause (i) of this Section 4.1(b).


                                      -14-
<PAGE>
Such lump-sum amount shall be paid no more than 30 days after a Termination
Date.

                  (c)      Executive shall immediately become fully vested in,
         and may thereupon exercise in whole or in part, any and all of
         Executive's Stock Options then outstanding. All of Executive's Stock
         Options, including previously-vested Stock Options, shall remain
         exercisable until the last to occur of (x) the first anniversary of the
         Termination Date, (y) the expiration of any restrictions on Executive's
         right to sell the shares of stock issuable upon exercise of such Stock
         Options, which restrictions were imposed to permit a Reorganization
         Transaction to be accounted for on a pooling-of-interests basis, and
         (z) any period of greater duration provided in the applicable stock
         option agreement or stock option plan as then in effect, but in no
         event after the date on which such Stock Options would have expired if
         Executive had remained an employee of the Company.

                  (d)      Executive shall immediately become fully vested in
         all of Executive's Restricted Shares and deferred shares and the
         Company shall deliver within five (5) business days all of such shares
         theretofore held (or deferred) by or on behalf of the Company.

                  (e)      The Company shall pay all reasonable fees and costs
         charged by the outplacement firm selected by Executive to provide
         outplacement services to Executive or, at the election of Executive,
         shall pay to Executive within thirty (30) business days of its receipt
         of notice of Executive's election an amount equal to the reasonable
         fees and expenses such outplacement firm would charge.

                  (f)      Until a number of years subsequent to the
         Determination Date equal to the length of the Severance Period or such
         later date as any plan may specify, the Company shall continue to
         provide to Executive and Executive's family welfare benefits (including
         medical, prescription, dental, disability, salary continuance,
         individual life, group life, accidental death and travel accident
         insurance plans and programs) which are at least as favorable as the
         most favorable Plans of the Company applicable to other peer executives
         and their families as of the Termination Date, but which are in no
         event less favorable than the most favorable Plans of the Company
         applicable to other peer executives and their families during the
         12-month period immediately before the Effective Date. The cost of such
         welfare benefits to Executive shall not exceed the cost of such
         benefits to Executive immediately before the Termination Date or, if
         less, the Effective Date. Executive's rights under this Section shall
         be in addition to, and not in lieu of, any post-termination
         continuation coverage or conversion rights Executive may have pursuant
         to applicable law, including continuation coverage required by Section
         4980 of the Code. Notwithstanding any of the above, such welfare
         benefits shall be secondary to any similar welfare benefits provided by
         Executive's subsequent employer.

         4.2      If by the Company other than for Cause or by Executive for
Good Reason During the Imminent Change Period. If during the Imminent Change
Period:

                  (a)      the Company terminates Executive's employment other
         than for Cause or Disability, or if Executive terminates employment for
         Good Reason, and

                  (b)      a Change of Control occurs within six (6) months of
         Executive's Termination Date,

Executive shall receive the benefits provided in Section 4.1, above, as if such
Termination of Employment occurred as of Effective Date reduced by any similar
benefits actually paid to Executive on or after the Termination of Employment.
Notwithstanding any of the provisions of this Section 4.2 to the contrary, if
Executive shall have received on a date within one year preceding the Imminent
Change


                                      -15-
<PAGE>
Period an evaluation under the employee rating system then in effect upon the
Agreement Date equal or less than level two (2) (or any similar rating under any
subsequent employee rating system), and if Executive has a termination of
employment during the Imminent Change Period, Executive shall be entitled to no
benefits under this Agreement.

         4.3      If by the Company for Cause. If the Company terminates
Executive's employment for Cause during the Post-Change Employment Period, the
Company's sole obligation to Executive under Articles II and IV shall be to pay
Executive a lump-sum cash amount equal to all Accrued Obligations determined as
of the Termination Date.

         4.4      If by Executive Other Than for Good Reason. If Executive
terminates employment during the Post-Change Employment Period other than for
Good Reason, Disability or death, the Company's sole obligation to Executive
under Articles II and IV shall be to pay Executive a lump-sum cash amount equal
to all Accrued Obligations determined as of the Termination Date.

         4.5      If by the Company for Disability. If the Company terminates
Executive's employment by reason of Executive's Disability during the
Post-Change Employment Period, the Company's sole obligation to Executive under
Articles II and IV shall be as follows:

                  (a)      to pay Executive a lump-sum cash amount equal to all
         Accrued Obligations determined as of the Termination Date, and

                  (b)      to provide Executive disability and other benefits
         after the Termination Date that are not less than the most favorable of
         such benefits then available under Plans of the Company to disabled
         peer executives of the Company or, if more favorable, those such
         benefits provided by the Company at any time during the 12-month period
         immediately preceding the Effective Date.

         4.6      If upon Death. If Executive's employment is terminated by
reason of Executive's death during the Post-Change Employment Period, the
Company's sole obligations to Executive under Articles II and IV shall be as
follows:

                  (a)      to pay Executive's estate or Beneficiary a lump-sum
         cash amount equal to all Accrued Obligations; and

                  (b)      to provide Executive's estate or Beneficiary survivor
         and other benefits that are not less than the most favorable survivor
         and other benefits then available under Plans of the Company to the
         estates or the surviving families of peer executives of the Company or,
         if more favorable, those such benefits provided by the Company at any
         time during the 12-month period immediately preceding the Effective
         Date.

                                   ARTICLE V.
                   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY

         5.1      Gross-up for Certain Taxes.

                  (a)      If it is determined (by the reasonable computation of
         the Company's independent auditors, which determinations shall be
         certified to by such auditors and set forth in a written certificate
         ("Company Certificate") delivered to the Executive) that any benefit
         received or deemed received by the Executive from the Company pursuant
         to this Agreement or otherwise (collectively, the "Potential Parachute
         Payments") is or will become subject to any excise tax under


                                      -16-
<PAGE>

         Section 4999 of the Code or any similar tax payable under any United
         States federal, state, local or other law (such excise tax and all such
         similar taxes collectively, "Excise Taxes"), then the Company shall,
         immediately after such determination, pay the Executive an amount (the
         "Gross-up Payment") equal to the product of

                           (i)      the amount of such excise Taxes

         multiplied by

                           (ii)     the Gross-up Multiple (as defined in Section
         5.4).

The Gross-up Payment is intended to compensate the Executive for the Excise
Taxes and any federal, state, local or other income or excise taxes or other
taxes payable by the Executive with respect to the Gross-up Payment. For all
purposes of this Article V, Executive shall be deemed to be subject to the
highest effective marginal rate of Taxes.

         The Executive or the Company may at any time request the preparation
and delivery to the Executive of a Certificate. The Company shall, in addition
to complying with Section 5.2, cause all determinations and certifications under
the Article to be made as soon as reasonably possible and in adequate time to
permit the Executive to prepare and file the Executive's individual tax returns
on a timely basis.

                  (b)      Limitation on Gross-Up Payment. Notwithstanding any
         other provision of this Article V, if the aggregate After-Tax Amount
         (defined below) of the Potential Parachute Payments and Gross-up
         Payment that, but for this Section (b), would be payable to Executive,
         does not exceed 120% of the After-Tax Floor Amount (defined below),
         then no Gross-up Payment shall be made to Executive and the aggregate
         amount of Potential Parachute Payments payable to Executive shall be
         reduced (but not below the Floor Amount, defined below) to the largest
         amount which would both (i) not cause any Excise Tax to be payable by
         Executive and (ii) not cause any Potential Parachute Payments to become
         nondeductible by the Company by reason of Section 280G of the Code (or
         any successor provision).

                  (c)      For purposes of this Agreement:

                           (i)      "After-Tax Amount" means the portion of a
                  specified amount that would remain after payment of all Taxes
                  paid or payable by Executive in respect of such specified
                  amount;

                           (ii)     "Floor Amount" means the greatest pre-tax
                  amount of Potential Parachute Payments that could be paid to
                  Executive without causing Executive to become liable for any
                  Excise Taxes in connection therewith; and

                           (iii)    "After-Tax Floor Amount" means the After-Tax
                  Amount of the Floor Amount.

         5.2      Determination by the Executive.

                  (a)      If the Company shall fail to deliver a Certificate to
         the Executive (and to pay to the Executive the amount of the Gross-up
         Payment, if any) within 14 days after receipt from the Executive of a
         written request for a Certificate, or if at any time following receipt
         of a Certificate the Executive disputes the amount of the Gross-up
         Payment set forth therein, the Executive may


                                      -17-
<PAGE>
         elect to demand the payment of the amount which the Executive, in
         accordance with an opinion of counsel to the Executive ("Executive
         Counsel Opinion")(as defined in Section 5.5, below), determines to be
         the Gross-up Payment. Any such demand by the Executive shall be made by
         delivery to the Company of a written notice which specifies the
         Gross-up Payment determined by the Executive and an Executive Counsel
         Opinion regarding such Gross-up Payment (such written notice and
         opinion collectively, the "Executive's Gross-Up Determination"). Within
         14 days after delivery of the Executive's Determination to the Company,
         the Company shall either (1) pay the Executive the Gross-up Payment set
         forth in the Executive's Determination (less the portion of such
         amount, if any, previously paid to the Executive by the Company) or (2)
         deliver to the Executive a Certificate specifying the Gross-up Payment
         determined by the Company's independent auditors, together with an
         opinion of the Company's counsel ("Company Counsel Opinion" (as defined
         in Section 5.5, below)), and pay the Executive the Gross-up Payment
         specified in such Certificate. If for any reason the Company fails to
         comply with clause (2) of the preceding sentence, the Gross-up Payment
         specified in the Executive's Determination shall be final, binding and
         controlling for all purposes.

                  (b)      If the Executive does not make a request for, and the
         Company does not deliver to the Executive, a Certificate, the Company
         shall be deemed to have determined that no Gross-up Payment is due;
         provided that the absence of such request by Executive or the
         Certificate by the Company shall not preclude Executive from making
         such request at any future date.

         5.3      Additional Gross-up Amounts. If, despite the initial
conclusion of the Company and/or the Executive that certain Payments are either
not subject to Excise Taxes or not to be counted in determining whether other
Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it
is later determined (pursuant to the subsequently-enacted provisions of the
Code, final regulations or published rulings of the IRS, final judgment of a
court of competent jurisdiction or the Company's independent auditors that any
of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in
determining whether any Payments are subject to Excise Taxes, with the result
that the amount of Excise Taxes payable by the Executive is greater or the
amount of the Excise Taxes due are greater for any other reason than the amount
determined by the Company or the Executive pursuant to Section 5.1 or 5.2, as
applicable, then the Company shall pay the Executive an amount (which shall also
be deemed a Gross-up Payment) equal to the product of

                  (a)      the sum of (1) such additional Excise Taxes and (2)
         any interest, fines, penalties, expenses or other costs incurred by the
         Executive as a result of having taken a position in accordance with a
         determination made pursuant to Section 5.1

         multiplied by

                  (b)      the Gross-up Multiple.

         5.4      Gross-up Multiple. The Gross-up Multiple shall equal a
fraction, the numerator of which is one (1.0), and the denominator of which is
one (1.0) minus the sum, expressed as a decimal fraction, of the effective
marginal rates of all federal, state, local and other income and other taxes and
any Excise Taxes applicable to the Gross-up Payment; provided that, if such sum
exceeds 0.8, it shall be deemed equal to 0.8 for purposes of this computation.
(If different effective marginal rates of tax are applicable to various portions
of a Gross-up Payment, the weighted average of such rates shall be used.)

         5.5      Opinion of Counsel. "Executive Counsel Opinion" means a legal
opinion of nationally recognized executive compensation counsel that there is a
reasonable basis to support a conclusion that the Gross-up Payment determined by
the Executive has been calculated in accord with this Article and


                                      -18-
<PAGE>
applicable law. "Company Counsel Opinion" means a legal opinion of nationally
recognized executive compensation counsel that (a) there is a reasonable basis
to support a conclusion that the Gross-up Payment set forth of the Certificate
of Company's independent auditors has been calculated in accord with this
Article and applicable law, and (b) there is no reasonable basis for the
calculation of the Gross-up Payment determined by the Executive.

         5.6      Amount Increased or Contested. The Executive shall notify the
Company in writing of any claim by the IRS or other taxing authority that, if
successful, would require the payment by the Company of a Gross-up Payment. Such
notice shall include the nature of such claim and the date on which such claim
is due to be paid. The Executive shall give such notice as soon as practicable,
but no later than 10 business days, after the Executive first obtains actual
knowledge of such claim; provided, however, that any failure to give or delay in
giving such notice shall affect the Company's obligations under this Article
only if and to the extent that such failure results in actual prejudice to the
Company. The Executive shall not pay such claim less than 30 days after the
Executive gives such notice to the Company (or, if sooner, the date on which
payment of such claim is due). If the Company notifies the Executive in writing
before the expiration of such period that it desires to contest such claim, the
Executive shall:

                  (a)      give the Company any information that it reasonably
         requests relating to such claim,

                  (b)      take such action in connection with contesting such
         claim as the Company reasonably requests in writing from time to time,
         including, without limitation, accepting legal representation with
         respect to such claim by an attorney reasonably selected by the
         Company,

                  (c)      cooperate with the Company in good faith to contest
         such claim, and

                  (d)      permit the Company to participate in any proceedings
         relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including related interest
and penalties, imposed as a result of such representation and payment of costs
and expenses. Without limiting the foregoing, the Company shall control all
proceedings in connection with such contest and, at its sole option, may pursue
or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner. The Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to the Executive, on an interest-free basis and shall
indemnify the Executive, on an after-tax basis, for any Excise Tax or Taxes,
including related interest or penalties, imposed with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of Taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. The Company's control of the contest shall be limited to issues with
respect to which a Gross-up Payment would be payable. The Executive shall in
Executive's discretion be entitled to settle or contest, as the case may be, any
other issue raised by the IRS or other taxing authority.

         5.7      Refunds. If, after the receipt by the Executive of an amount
paid or advanced by the Company pursuant to Section 5.1, 5.3 and/or 5.6, the
Executive becomes entitled to receive any refund


                                      -19-
<PAGE>
with respect to such claim or amount, the Executive shall (subject to the
Company's complying with the requirements of Section 5.6) promptly pay the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Executive
of an amount paid or advanced by the Company pursuant to Section 5.1, 5.3 and/or
5.6, a determination is made that the Executive shall not be entitled to any
refund with respect to such claim and the Company does not notify the Executive
in writing of its intent to contest such determination before the earlier of (a)
the expiration of 30 days after such determination or (b) the date such
determination becomes final and non-appealable, then such advance shall be
forgiven and shall not be required to be repaid. Any contest of a denial of
refund shall be controlled by Section 5.6.

                                  ARTICLE VI.
                              EXPENSES AND INTEREST

         6.1      Legal Fees and Other Expenses.

                  (a)      If Executive incurs legal fees or other expenses
         (including expert witness and accounting fees) on or after the
         Effective Date or the Imminent Change Date, in an effort to interpret
         this Agreement or to secure, preserve, establish entitlement to, or
         obtain benefits under this Agreement (including the fees and other
         expenses of Executive's legal counsel in connection with the delivery
         of an Executive Counsel Opinion), the Company shall, regardless of the
         outcome of such effort, reimburse Executive on a current basis (in
         accordance with Section 6.1(b)) for such fees and expenses, and shall
         also pay Executive an additional payment such that, after payment of
         all Taxes and Excise Taxes on such amount, there remains a balance
         sufficient to pay all such fees and other expenses.

                  (b)      Reimbursement of legal fees and expenses and gross-up
         payments shall be made monthly within ten (10) days after Executive's
         written submission of a request for reimbursement together with
         evidence that such fees and expenses were incurred.

                  (c)      If Executive does not prevail (after exhaustion of
         all available judicial remedies) in respect of a claim by Executive or
         by the Company hereunder, and the Company establishes before a court of
         competent jurisdiction, by clear and convincing evidence, that
         Executive had no reasonable basis for his claim hereunder, or for his
         response to the Company's claim hereunder, or acted in bad faith, no
         further reimbursement for legal fees and expenses shall be due to
         Executive in respect of such claim and Executive shall refund any
         amounts previously reimbursed hereunder with respect to such claim.

                  (d)      If there is a dispute between the Executive and the
         Company as to Executive's rights to reimbursement of legal or other
         fees and expenses under this Agreement or the amount of such
         reimbursement, any amount of reimbursement requested by Executive and
         accompanied by legal opinion of nationally recognized executive
         compensation counsel that such amount should be paid under the
         Agreement shall be final, binding and controlling on the Company unless
         and to the extent the Company establishes otherwise by clear and
         convincing evidence.

         6.2      Interest. If the Company does not pay any amount due to
Executive under this Agreement within five business days after such amount first
became due and owing, interest shall accrue on such amount from the date it
became due and owing until the date of payment at an annual rate equal to 200
basis points above the base commercial lending rate published in The Wall Street
Journal in effect from time to time during the period of such nonpayment.


                                      -20-
<PAGE>

                                  ARTICLE VII.
                            NO SET-OFF OR MITIGATION

         7.1      No Set-off by Company. Executive's right to receive when due
the payments and other benefits provided for under this Agreement is absolute,
unconditional and not subject to set-off, counterclaim or legal or equitable
defense. Time is of the essence in the performance by the Company of its
obligations under this Agreement. Any claim which the Company may have against
Executive, whether for a breach of this Agreement or otherwise, shall be brought
in a separate action or proceeding and not as part of any action or proceeding
brought by Executive to enforce any rights against the Company under this
Agreement.

         7.2      No Mitigation. Executive shall not have any duty to mitigate
the amounts payable by the Company under this Agreement by seeking new
employment or self-employment following termination. Except as specifically
otherwise provided in this Agreement, all amounts payable pursuant to this
Agreement shall be paid without reduction regardless of any amounts of salary,
compensation or other amounts which may be paid or payable to Executive as the
result of Executive's employment by another employer or self-employment.

                                 ARTICLE VIII.
                       CONFIDENTIALITY AND NONCOMPETITION

         8.1      Confidential Information.

                  (a)      Executive acknowledges that it is the policy of the
         Company to maintain as secret and confidential all Confidential
         Information, and that Confidential Information has been and will be
         developed at substantial cost and effort to the Company. Executive
         acknowledges that he will have access to Confidential Information with
         respect to the Company which information is a valuable and unique asset
         of the Company and that disclosure of such Confidential Information
         would cause irreparable damage to the Company's business and
         operations.

                  (b)      Executive acknowledges that (i) Confidential
         Information is, as between the Company and Executive, the exclusive
         property of the Company, (ii) whatever Executive creates in the
         performance of duties in the course of Executive's employment,
         including ideas, developments, writings, improvements, designs, graphic
         and musical works (the "Work Product") is the property of the Company,
         and (iii) to the extent that any of the Work Product is capable of
         protection by copyright, it is created within the scope of Executive's
         employment and is work made for hire. To the extent that any such Work
         Product may not be a work made for hire, Executive hereby assigns to
         the Company all rights in such Work Product. To the extent that any of
         the Work Product is an invention, Executive hereby assigns to the
         Company all right, title, and interest in and to inventions,
         improvements, discoveries, or ideas conceived or invented by Executive
         during the term of Executive's employment (the "Inventions"). The
         Company acknowledges that this Agreement does not apply to an invention
         for which no equipment, supplies, facility, or trade secret information
         of the Company was used and which was developed entirely on Executive's
         own time, unless the Invention (x) relates to the business of the
         Company or to the Company's actual or demonstrably anticipated research
         or development, or (y) results from any work performed by Executive for
         the Company. Executive agrees to execute any documents at any time
         reasonably required by the Company in connection with the registration
         of copyright, the assignment or securing of patent protection for any
         Invention, or other perfection of the Company's ownership of the Work
         Product.




                                      -21-
<PAGE>

                  (c)      Both during Executive's employment by the Company and
         at any time after the Termination Date, Executive:

                           (i)      shall not, directly or indirectly, divulge,
                  furnish or make accessible to any Person, except:

                                    (A)      to the extent Executive reasonably
                           and in good faith believes that such actions are
                           related to, and required by, Executive's performance
                           of his duties under this Agreement, or

                                    (B)      as may be compelled by applicable
                           law or administrative regulation; provided that
                           Executive, to the extent not prohibited from doing so
                           by applicable law or administrative regulation, shall
                           give the Company written notice of the information to
                           be so disclosed pursuant to clause (2) of this
                           sentence as far in advance of its disclosure as is
                           practicable, shall cooperate with the Company in its
                           efforts to protect the information from disclosure,
                           and shall limit Executive's disclosure of such
                           information to the minimum disclosure required by law
                           or administrative regulation (unless the Company
                           agrees in writing to a greater level of disclosure);

                           (ii)     shall not use for his own benefit in any
                  manner, any Confidential

                           (iii)    shall not cause any such Confidential
                  Information to become publicly known; and

                           (iv)     shall take all reasonable steps to safeguard
                  such Confidential Information and to protect it against
                  disclosure, misuse, loss and theft.

                  (d)      For purposes of this Agreement, Confidential
         Information represents trade secrets subject to protection under the
         Uniform Trade Secrets Act, or to any comparable protection afforded by
         other applicable laws.

         8.2      Non-Solicitation. During the period beginning on the Agreement
Date and ending on the first anniversary of the Termination Date, Executive
shall not, directly or indirectly:

                  (a)      other than in connection with the good-faith
         performance of his duties as an officer of the Company, encourage any
         employee or agent of the Company to terminate his or her relationship
         with the Company;

                  (b)      solicit the employment or engagement as a consultant
         or adviser, of any employee or agent of the Company (other than by the
         Company or its Affiliates), or cause or encourage any Person to do any
         of the foregoing;

                  (c)      establish (or take preliminary steps to establish) a
         business with, or encourage others to establish (or take preliminary
         steps to establish) a business with, any employee or agent of the
         Company; or

                  (d)      interfere with the relationship of the Company with,
         or endeavor to entice away from the Company, any Person who or which at
         any time during the period commencing one year prior to the Agreement
         Date was or is a material customer or material supplier of, or
         maintained a material business relationship with, the Company.


                                      -22-
<PAGE>

         8.3      Reasonableness of Restrictive Covenants.

                  (a)      Executive acknowledges that the covenants contained
         in Sections 8.1 and 8.2 are reasonable in the scope of the activities
         restricted, the geographic area covered by the restrictions, and the
         duration of the restrictions, and that such covenants are reasonably
         necessary to protect the Company's legitimate interests in its
         Confidential Information and in its relationships with its employees,
         customers and suppliers. Executive further acknowledges such covenants
         are essential elements of this Agreement and that, but for such
         covenants, the Company would not have entered into this Agreement.

                  (b)      The Company and Executive have each consulted with
         their respective legal counsel and have been advised concerning the
         reasonableness and propriety of such covenants. Executive acknowledges
         that his observance of the covenants contained in Sections 8.1 and 8.2
         will not deprive him of the ability to earn a livelihood or to support
         his dependents.

         8.4      Right to Injunction, Survival of Undertakings.

                  (a)      In recognition of the confidential nature of the
         Confidential Information, and in recognition of the necessity of the
         limited restrictions imposed by Sections 8.1 and 8.2, the parties agree
         that it would be impossible to measure solely in money the damages
         which the Company would suffer if Executive were to breach any of his
         obligations under such Sections. Executive acknowledges that any breach
         of any provision of such Sections would irreparably injure the Company.
         Accordingly, Executive agrees that if he breaches any of the provisions
         of such Sections, the Company shall be entitled, in addition to any
         other remedies to which the Company may be entitled under this
         Agreement or otherwise, to an injunction to be issued by a court of
         competent jurisdiction, to restrain any breach, or threatened breach,
         of such provisions, and Executive hereby waives any right to assert any
         claim or defense that the Company has an adequate remedy at law for any
         such breach.

                  (b)      If a court determines that any of the covenants
         included in this Article VIII is unenforceable in whole or in part
         because of such covenant's duration or geographical or other scope,
         such court shall have the power to modify the duration or scope of such
         provision, as the case may be, so as to cause such covenant as so
         modified to be enforceable.

                  (c)      All of the provisions of this Article VIII shall
         survive any Termination of Employment without regard to (i) the reasons
         for such termination or (ii) the expiration of the Agreement Term.

         8.5      If Executive breaches the restrictive covenants contained in
this Article VIII, such violation shall be remedied as provided herein, but
shall not affect the Company's obligation to pay benefits or otherwise fulfill
its obligations under this Agreement except and to the extent that such
violation is the basis for Executive's Termination with Cause.

                                  ARTICLE IX.
                            NON-EXCLUSIVITY OF RIGHTS

         9.1      Waiver of Certain Other Rights. To the extent that payments
are made to Executive pursuant to Section 4.1(a), Executive hereby waives the
right to receive severance payments or severance benefits under any other
severance Plan, agreement or Policy of the Company. To the extent that payments
are made to Executive as required by Section 4.1(b), Executive hereby waives the
right to


                                      -23-
<PAGE>
receive payments or benefits under any Non-Qualified Plan of the Company that
have been accrued as of the Termination Date.

         9.2      Other Rights. Except as expressly provided in Section 9.1,
this Agreement shall not prevent or limit Executive's continuing or future
participation in any benefit, bonus, incentive or other Plans provided by the
Company and for which Executive may qualify, nor shall this Agreement limit or
otherwise affect such rights as Executive may have under any other agreements
with the Company. Amounts which are vested benefits or which Executive is
otherwise entitled to receive under any Plan and any other payment or benefit
required by law at or after the Termination Date shall be payable in accordance
with such Plan or applicable law except as expressly modified by this Agreement.

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.1     No Assignability. This Agreement is personal to Executive and
without the prior written consent of the Company shall not be assignable by
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Executive's legal
representatives.

         10.2     Successors. This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and assigns. The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Company or any Parent Corporation of any successor (whether direct
or indirect) by purchase, merger, consolidation or otherwise to all or
substantially all of the business assets of the Company, to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken
place. Any successor to the business or assets of the Company which assumes or
agrees to perform this Agreement by operation of law, contract, or otherwise
shall be jointly and severally liable with the Company under this Agreement as
if such successor were the Company.

         10.3     Payments to Beneficiary. If Executive dies before receiving
amounts to which Executive is entitled under this Agreement, such amounts shall
be paid in a lump sum to one or more beneficiaries designated in writing by
Executive (each, a "Beneficiary "), or if none is so designated, to Executive's
estate.

         10.4     Non-Alienation of Benefits. Benefits payable under this
Agreement shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution or
levy of any kind, either voluntary or involuntary, before actually being
received by Executive, and any such attempt to dispose of any right to benefits
payable under this Agreement shall be void.

         10.5     No Deference. Unless otherwise expressly provided in this
Agreement, no determination pursuant to, or interpretation of, this Agreement
made by the board of directors (or any committee thereof) of the Company or any
Successor Corporation following a Change of Control or Imminent Change Date
shall be entitled to any presumptive validity or other deference in connection
with any judicial or administrative proceeding relating to or arising under this
Agreement.

         10.6     Severability. If any one or more Articles, Sections or other
portions of this Agreement are declared by any court or governmental authority
to be unlawful


                                      -24-
<PAGE>
or invalid, such unlawfulness or invalidity shall not serve to invalidate any
Article, Section or other portion not so declared to be unlawful or invalid. Any
Article, Section or other portion so declared to be unlawful or invalid shall be
construed so as to effectuate the terms of such Article, Section or other
portion to the fullest extent possible while remaining lawful and valid.

         10.7     Amendments. This Agreement shall not be amended or modified at
any time except by written instrument executed by the Company and Executive. The
Company shall not amend or terminate this Agreement in any manner following the
Effective Date or during any Imminent Change Period without the prior written
consent of the Executive.

         10.8     Notices. All notices and other communications under this
Agreement shall be in writing and delivered by hand, by nationally-recognized
delivery service that promises overnight delivery, or by first-class registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

                                    If to Executive:

                                    at his most recent home address on file with
                                    the Company.

                                    If to the Company:

                                    Russell Corporation
                                    3330 Cumberland Blvd., Suite 800
                                    Atlanta, Georgia  30339

                                    Attention: General Counsel

or to such other address as either party shall have furnished to the other in
writing. Notice and communications shall be effective when actually received by
the addressee.

         10.9     Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.

         10.10    Governing Law. This Agreement shall be interpreted and
construed in accordance with the laws of the State of Georgia, without regard to
its choice of law principles.

         10.11    Captions. The captions of this Agreement are not apart of the
provisions hereof and shall have no force or effect.

         10.12    Number and Gender. Wherever appropriate, the singular shall
include the plural, the plural shall include the singular, and the masculine
shall include the feminine.

         10.13    Tax Withholding. The Company may withhold from any amounts
payable under this Agreement any Taxes that are required to be withheld pursuant
to any applicable law or regulation.

         10.14    No Waiver. Executive's failure to insist upon strict
compliance with any provision of this Agreement shall not be deemed a waiver of
such provision or any other provision of this Agreement. A waiver of any
provision of this Agreement shall not be deemed a waiver of any other provision,
and any waiver of any default in any such provision shall not be deemed a waiver
of any later default thereof or of any other provision.

         10.15    Entire Agreement. This Agreement contains the entire
understanding of the Company and Executive with respect to its subject matter.


                                      -25-
<PAGE>

         IN WITNESS WHEREOF, Executive and the Company have executed this Change
of Control Employment Agreement as of the date first above written.


                                      EXECUTIVE


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


                                      RUSSELL CORPORATION


                                      By:
                                           ------------------------------------

                                      Title:
                                              ---------------------------------



                                      -26-