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                                                                   EXHIBIT (10N)






      AMENDED AND RESTATED EXECUTIVE DEFERRED COMPENSATION AND BUYOUT PLAN
        DATED APRIL 1, 2001 BY AND BETWEEN THE COMPANY AND JOHN F. WARD
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                              AMENDED AND RESTATED
                        EXECUTIVE DEFERRED COMPENSATION
                                AND BUYOUT PLAN

                  THIS AMENDED AND RESTATED EXECUTIVE DEFERRED COMPENSATION AND
BUYOUT PLAN (this "Agreement"), made and to become effective this 1st day of
April, 2001 (the "Effective Date") by and between RUSSELL CORPORATION (the
"Company"), an Alabama corporation with its principal office at Atlanta,
Georgia, and JOHN F. WARD (the "Executive").

                                R E C I T A L S:

                  WHEREAS, the Company and the Executive have executed an
Amended and Restated Employment Agreement dated as of the date of this
Agreement, incorporated herein and attached hereto as Appendix A (the
"Employment Agreement"). Pursuant to the terms of the Employment Agreement, the
Executive shall be employed by the Company for a term of five (5) years;

                  WHEREAS, when the Executive originally accepted employment
with the Company, the Executive lost certain benefits and opportunities under
his agreements with his previous employer, Sara Lee Corporation ("Sara Lee"),
and the Company and the Executive agreed that the Executive should be
compensated for such lost benefits and opportunities or that they be replaced
with comparable benefits and opportunities;

                  WHEREAS, the Executive and the Company entered into an
Executive Deferred Compensation Plan and Buyout Agreement, incorporated herein
and attached hereto as Appendix B (the "Prior Agreement"), for the purpose of
providing said compensation for lost benefits and opportunities; and

                  WHEREAS, the Executive and the Company desire to amend and
restate that Prior Agreement as set forth herein.

                  NOW, THEREFORE, in consideration of the mutual covenants and
obligations in this Agreement and said Employment Agreement and the compensation
that the Company agrees therein to pay the Executive, and of other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Executive agree as follows:

                  ARTICLE I. RABBI TRUST.

                  1.1      Continued Maintenance. A Rabbi Trust, entitled the
         "Russell Corporation Non-Qualified Deferred Compensation Trust," shall
         continue to be maintained for the benefit

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         of the Executive (the "Trust"). The Trust shall continue to be
         irrevocable and contain the amounts contributed and deposited thereto
         by the Company pursuant to the Prior Agreement in addition to any
         interest or income generated by such amounts. The Trust shall continue
         to at least earn interest at a variable rate (adjusted annually on the
         anniversary of the Effective Date) equal to the Merrill Lynch Corporate
         Bond Rate published in The Wall Street Journal.

                  1.2      Entitlement to Monetary Amount. Pursuant to this
         Agreement and the Prior Agreement, the Executive is entitled to receive
         (and the Company guarantees that it will distribute and pay to the
         Executive) no less than that monetary amount (the "Monetary Amount")
         equal to those amounts contributed and deposited to said Trust by the
         Company under said Prior Agreement plus interest on such amounts, with
         said interest accruing from March 31, 1998 through the date of
         distribution and payment of said Monetary Amount and at a variable rate
         (adjusted annually on the anniversary of the Effective Dates of said
         Prior Agreement and this Agreement) equal to the Merrill Lynch
         Corporate Bond Rate published in The Wall Street Journal.

                  1.3      Distribution/Payment Date. In the event of a Default
         Termination (as defined in and pursuant to Article VI of said Prior
         Agreement) on or before March 31, 2001, the Company shall distribute
         and pay to the Executive that amount as determined in accordance with
         Article VI of said Prior Agreement, provided, however, that the
         Executive shall have the right to elect to receive said distribution
         and payment over a deferred or extended period of time (as requested
         and specified by the Executive), whether by annuity or otherwise.
         Effective April 1, 2001 and upon the earlier of (i) the date of any
         subsequent termination of the Executive's employment for any reason
         under the Employment Agreement and (ii) March 31, 2006, an amount equal
         in value to the funds in the Trust as of the earlier of said dates
         shall be distributed and paid by the Company to the Executive in a lump
         sum, provided, however, that the Executive shall have the right to
         elect to receive said distribution and payment over a deferred or
         extended period of time (as requested and specified by the Executive),
         whether by annuity or otherwise. Such distribution and payment to the
         Executive is guaranteed by the Company, and the Company shall be
         required to distribute and pay said amount from the funds of the Trust
         or from other sources and/or accounts.

                  1.4      Discrepancy at Distribution Date. Upon distribution
         and payment of said amount as set forth in Article 1.3 above, if said
         amount is less than the aforementioned Monetary Amount, the Company
         shall make and guarantee a supplementary distribution and payment to
         the Executive in an amount equal to said shortfall/deficiency. Upon
         distribution and payment of said amount as set forth in Article 1.3
         above, if said amount is more than the aforementioned Monetary Amount,
         said excess amount shall be deemed an additional contribution to the
         Trust funds and shall be distributed and paid to the Executive in
         accordance with this Article I.


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                  ARTICLE II. STOCK OPTIONS AND DEPOSITED AMOUNTS.

                  2.1      Vested Stock Options. To compensate the Executive for
         the lost opportunities as to certain Sara Lee stock options (which
         opportunities were lost as a result of accepting employment with the
         Company), the Executive received, under said Prior Agreement and as of
         March 31, 1998, grants of options to purchase: (1) 249,489 shares of
         the Company's stock (pursuant to Article 2.1 of said Prior Agreement)
         and (2) 32,577 shares of the Company's stock (pursuant to Article
         2.2(b) of said Prior Agreement) (total options equal to 282,066). The
         Executive was immediately and is currently vested in these stock
         options, provided, however, that in the event of a Default Termination
         (as defined in and pursuant to Article VI of said Prior Agreement) on
         or before March 31, 2001, the vesting and/or forfeiture of said stock
         options shall be determined in accordance with Article VI of said Prior
         Agreement. Effective April 1, 2001, said stock options shall not be
         subject to any divestiture or forfeiture pursuant to Article VI of said
         Prior Agreement or otherwise. Said stock options shall be exercisable
         by the Executive for a period of ten (10) years from March 31, 1998
         (i.e. through March 31, 2008) at a price determined by taking the
         average of the high and low price for the Company's common stock on the
         Effective Date of said Prior Agreement as reported in The Wall Street
         Journal. Attached hereto and incorporated herein by reference as
         Appendix C is a list reflecting said vested stock options, applicable
         price(s), and applicable grant and exercisability date(s).

                  2.2      Amounts Deposited and Contributed to Trust. To
         compensate the Executive for certain opportunities and compensation
         from Sara Lee (which opportunities and compensation were lost as a
         result of accepting employment with the Company), the Company was
         obligated to contribute to the Trust (or to the Executive, as required
         under said Prior Agreement) those principal amounts specified in
         Articles 2.2(a), III, 5.1, 5.2, and 5.3 of said Prior Agreement. The
         distribution and payment of the amount of the funds in the Trust shall
         be in accordance with the provisions in Article 1.3 above.

                  2.3      The Company warrants and represents that, as of the
         Effective Date, it has fully complied with all deposit, contribution,
         grant, payment, consideration, and other obligations under all
         applicable articles of said Prior Agreement, including any and all such
         obligations of the Company as to Article 5.1 of said Prior Agreement
         (regarding compensation by the Company to the Executive due to his
         participation in Sara Lee's defined benefit retirement plans for
         executives, including qualified plans and a Supplemental Executive
         Retirement Plan ("SERP")) and Article 5.3 of said Prior Agreement
         (regarding payment of compensation by the Company to the Executive for
         the amount of incremental credit the Executive would have received
         under his Employee Stock Ownership Plan at Sara Lee if he had not
         accepted employment with the Company). The Company thus warrants and
         represents that no such obligations of the Company remain under said
         Prior Agreement.

                  The Company also agrees that the Executive has fully complied
         with all applicable obligations under said Prior Agreement, including
         any and all excess payment obligations


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         of the Executive as to Article 5.1 of said Prior Agreement (regarding
         compensation by the Company to the Executive due to his participation
         in Sara Lee's defined benefit retirement plans for executives,
         including qualified plans and a Supplemental Executive Retirement Plan
         ("SERP")).

                  Nothing in this Agreement is intended or shall be construed to
         eliminate or waive any deposit, contribution, grant, payment,
         consideration, and other obligation of the Company under all applicable
         articles of said Prior Agreement. To the extent that any said deposit,
         contribution, grant, payment, consideration, and other obligation of
         the Company under said Prior Agreement remains and has not been
         satisfied by the Company, the Company hereby agrees to comply with and
         satisfy said obligation(s) on or before the Effective Date.

                  ARTICLE III. GENERAL PROVISIONS.

                  3.1      Governing Law. This Agreement shall be interpreted
         under the laws of the State of Georgia.

                  3.2      Nonassignability. Benefits under this Agreement shall
         not be subject to anticipation or assignment by any person entitled
         thereto.

                  3.3      Binding Agreement. This Agreement shall be binding
         and inure to the benefit of the Executive, his executors,
         administrators, heirs and next of kin, and the Company, its successors
         and assigns.

                  3.4      Merger or Consolidation. The Company shall not
         consolidate or merge into or with another corporation or entity, or
         transfer all or substantially all of its assets to another corporation,
         partnership, trust or other entity unless such entity shall assume the
         rights, obligations and liabilities of the Company under this Agreement
         and said Prior Agreement and upon such assumption, shall become
         obligated to perform the terms and conditions of this Agreement and
         said Prior Agreement.

                  3.5      Waiver. No term or condition of this Agreement shall
         be deemed to have been waived, nor shall there be any estoppel against
         the enforcement of any provision of this Agreement, except by written
         instrument of the party charged with such waiver, and any such waiver
         shall operate only as to the specific term or condition waived and
         shall not constitute a waiver of such term or condition for the future
         or as to any act other than that specifically waived.

                  3.6      Amendment; Termination. This Agreement may not be
         amended or terminated except by an instrument in writing signed by the
         parties hereto.

                  3.7      Recitals. The recitals to this Agreement shall become
         part of this Agreement.

                  3.8      Capitalized Terms. Any capitalized terms not
         otherwise defined herein shall have the meanings given to them in the
         Employment Agreement.


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                  IN WITNESS WHEREOF, this Agreement has been executed by and in
behalf of the parties hereto on the day and year first above written.

                                    RUSSELL CORPORATION


                                    By: /s/ Robert D. Martin
                                       ---------------------------------------
                                       Signature of Appropriate Representative

                                       ROBERT D. MARTIN
                                       ---------------------------------------
                                       Printed Name of Appropriate
                                       Representative


                                    Its: SENIOR VP, CFO                  [Title]
                                       ----------------------------------
                                    /s/ John F. Ward
                                    -------------------------------------------
                                    JOHN F. WARD


                                       5
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                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

                  THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
"Agreement"), made and entered into and to become effective on the 1st day of
April, 2001 (the "Effective Date"), by and between RUSSELL CORPORATION, an
Alabama Corporation (the "Company"), and JOHN F. WARD (the "Executive").

                                R E C I T A L S:

                  WHEREAS, the Company and its affiliates are engaged in the
knit products industry. The Executive is experienced in, and knowledgeable
concerning, the knit products industry. The Company desires to continue to
employ the Executive as President, Chief Executive Officer and Chairman of the
Board, and the Executive desires to continue to be employed by the Company in
that capacity;

                  WHEREAS, the Company and the Executive entered into that
certain Employment Agreement dated as of March 31, 1998, which was subsequently
amended effective November 1, 1999 and which has a term through and including
March 31, 2001; and

                  WHEREAS, the Company and the Executive desire to amend and
restate that Employment Agreement as set forth herein.

                  NOW, THEREFORE, in consideration of the mutual covenants and
obligations herein and the compensation the Company agrees herein to pay the
Executive, and of other good and valuable consideration, the receipt of which is
hereby acknowledged, the Company and the Executive agree as follows:

                  ARTICLE 1. EMPLOYMENT OF EXECUTIVE. Subject to the terms and
conditions set forth in this Agreement, the Company hereby employs the Executive
and the Executive hereby accepts such employment for the period stated in
ARTICLE 3 of this Agreement.

                  ARTICLE 2. POSITION, RESPONSIBILITIES AND DUTIES.

                  2.1      Position and Responsibilities. During the Term (as
         defined in Article 3.1), the Executive shall serve as President, Chief
         Executive Officer and Chairman of the Board of Directors (pursuant to
         Article 2.3) of the Company on the conditions herein provided. The
         Executive shall have overall executive authority and responsibility for
         the Company and its subsidiaries, with all officers, employees, and
         consultants of the Company and its subsidiaries reporting directly (or
         indirectly through subordinates designated by the Executive) to the
         Executive. The Executive shall provide such executive services in the
         management of the Company's business not inconsistent with his position
         and the provisions


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         of Article 2.2 as shall be assigned to him from time to time by the
         Board of Directors of the Company (the "Board").

                  2.2      Duties. During the Term and except for illness,
         reasonable vacation periods, and reasonable leaves of absence, the
         Executive shall devote his full business time, attention, skill,
         energies and efforts to the faithful performance of his duties
         hereunder and to the business and affairs of the Company and any
         subsidiary or affiliate of the Company, such duties being those
         customary to executives at the same level in companies of similar size.
         The Executive shall work to maximize shareholder value while being
         sensitive to the impact on employees and communities. To maximize
         shareholder value, significant changes will need to be made,
         potentially including but not limited to relocation or closing of
         manufacturing facilities or other operations, restructuring, closing or
         selling poor return businesses, establishment of nationally competitive
         compensation plans and replacement of management, contractors and
         consultants as necessary. Notwithstanding the foregoing, the duties of
         the Executive shall not be expanded or diminished without the
         Executive's prior approval.

                  2.3 Title.

                  (a)      The Executive shall be President, Chief Executive
         Officer, and Chairman of the Board of Directors of the Company, with
         the Board of Directors to elect, re-elect, and appoint the Executive to
         those offices throughout the Tenn.

                  (b)      The Executive shall hold the office of President for
         such time after the Effective Date that he feels necessary. At any time
         after the Effective Date, the Executive may, in his best judgment,
         relinquish the title of President for the purpose of hiring or
         promoting a new President and Chief Operating Officer of the Company.

                  2.4      Other Activities. Notwithstanding any other provision
         herein to the contrary, the Executive may serve on corporate, civic,
         and/or charitable boards or committees as he deems appropriate.

                  ARTICLE 3. TERM.

                  3.1      Term of Employment. The term ("Term") of the
         Executive's employment under this Agreement shall commence on the
         Effective Date and shall continue until the earliest to occur of the
         following dates (the "Termination Date"): (i) March 31, 2006; (ii) the
         date of death of the Executive; (iii) the date coinciding with the end
         of one hundred eighty (180) days of continuous "Total Disability" of
         the Executive (as defined in Article 7.4); (iv) the effective date of a
         termination by the Company, including any termination by the Company
         For Cause (as defined in and pursuant to Articles 3.2 and 3.5); or (v)
         the effective date of the Executive's resignation, including but not
         limited to termination by the Executive for Good Reason (as defined in
         and pursuant to Articles 3.3 and 3.5).


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                  3.2      Termination for Cause; Automatic Termination. The
         Company shall at all times have the right to discharge the Executive
         For Cause (as defined herein). For purposes of this Agreement, "For
         Cause" shall be limited to: (i) conviction of a felony other than those
         felonies involving the use of an automobile in violation of any vehicle
         statute; (ii) a material breach of a provision of this Agreement by the
         Executive, which breach is not cured within thirty (30) days after
         Notice of Breach (as defined below) has been given by the Company to
         the Executive; or (iii) the Final Determination of any action the
         effect of which is to permanently enjoin the Executive from fulfilling
         his duties under this Agreement. "Final Determination" as used herein
         shall mean the exhaustion of all available remedies and appeals by the
         Executive or the Executive's refusal to pursue such remedies and
         appeals.

         Notwithstanding the foregoing, no termination of employment For Cause
         pursuant to (ii) above shall occur and become effective unless and
         until: (1) no fewer than thirty (30) days prior to the date of the
         Notice of Termination (as defined in and pursuant to Article 3.5), the
         Company provides the Executive with written notice ("Notice of Breach")
         of its intent to terminate the Executive's employment For Cause, with
         said Notice of Breach to contain a detailed description of the specific
         reasons which form the basis for such intent; (2) during such thirty
         (30) day period after the date of said Notice of Breach is provided but
         before said Notice of Termination is provided, the Executive shall have
         the opportunity, with or without legal representation, to appear before
         the Board (and/or to present written materials to the Board, at the
         Executive's election) in order to present arguments on his own behalf;
         and (3) the Executive shall thereafter be terminated For Cause only if
         (a) three-quarters of the members of the Board determine that the
         actions of the Executive as set forth in the Notice of Breach
         constituted Cause and that the Executive's employment should
         accordingly be terminated For Cause; and (b) the Board then provides
         the Executive with a Notice of Termination (as defined in and pursuant
         to Article 3.5), consistent with the basis set forth in said Notice of
         Breach, detailing the basis of such For Cause termination of
         employment.

                  3.3      Good Reason. Subject to the requirements of Article
         3.5 of this Agreement, the Executive may terminate his employment at
         any time for Good Reason (as defined in this Article 3.3). If the
         Executive desires to terminate his employment for Good Reason, he shall
         give notice to the Company as provided in Article 3.5. For purposes of
         this Agreement, "Good Reason" shall mean the Executive's resignation
         from the Company's employment for any of the following reasons:

                           (a)      Failure by the Board or the Company's
                  shareholders to reelect or reappoint the Executive as
                  President (subject to Article 2.3), Chief Executive Officer,
                  and/or Chairman of the Board of the Company, provided that the
                  Executive then elects to leave the Company's employment within
                  six (6) months of such failure to so reelect or reappoint the
                  Executive;

                           (b)      A material modification by the Board of the
                  duties, functions and responsibilities of the Executive as
                  President (subject to 2.3) or Chief Executive


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                  Officer without his written consent given within six (6)
                  months prior to such modification;

                           (c)      The relocation of the Company's executive
                  headquarters outside the Atlanta, Georgia metropolitan area
                  without the Executive's prior written consent;

                           (d)      A Change of Control (defined in this Article
                  3.3(d)) of the Company, provided that the Executive terminates
                  his employment (for any reason or no reason) within two (2)
                  years from the date the Change of Control becomes effective.
                  Change in Control of the Company shall be deemed to have
                  occurred as of the first day that any one or more of the
                  following conditions shall have been satisfied:

                           (i)      Any person (other than those Persons in
                                    control of the Company as of the Effective
                                    Date, or other than a trustee or other
                                    fiduciary holding securities under an
                                    employee benefit plan of the Company, or a
                                    corporation owned directly or indirectly by
                                    the stockholders of the Company in
                                    substantially the same proportions as their
                                    ownership of stock of the Company), becomes
                                    the Beneficial Owner, directly or
                                    indirectly, of securities of the Company
                                    representing thirty percent (30%) or more of
                                    the combined voting power of the Company's
                                    then outstanding securities; or

                           (ii)     During any period of two (2) consecutive
                                    years (not including any period prior to
                                    the Effective Date), individuals who at the
                                    beginning of such period constitute the
                                    Board (and any new Director, whose election
                                    by the Company's stockholders was approved
                                    by a vote of at least two-thirds (2/3) of
                                    the Directors then still in office who
                                    either were Directors at the beginning of
                                    the period or whose election or nomination
                                    for election was so approved (a "Continuing
                                    Director")), cease for any reason to
                                    constitute a majority thereof; or

                           (iii)    The stockholders of the Company approve: (A)
                                    a plan of complete liquidation of the
                                    Company; or (B) an agreement for the sale or
                                    disposition of all or substantially all of
                                    the Company's assets; or (C) a merger,
                                    consolidation, or reorganization of the
                                    Company with or involving any other
                                    corporation other than a merger,
                                    consolidation, or reorganization that would
                                    result in the voting securities of the
                                    Company outstanding immediately prior
                                    thereto continuing to represent (either by
                                    remaining outstanding or by being converted
                                    into voting securities of the surviving
                                    entity), at least fifty percent (50%) of the
                                    combined voting power of the voting
                                    securities of the Company (or such surviving
                                    entity) outstanding immediately after such
                                    merger, consolidation, or reorganization.


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                                    However, in no event shall a "Change in
                                    Control" be deemed to have occurred, with
                                    respect to a Participant, if the Participant
                                    is part of a purchasing group which
                                    consummates the Change-in-Control
                                    transaction. A Participant shall be deemed
                                    "part of a purchasing group" for purposes of
                                    the preceding sentence if the Participant is
                                    an equity participant in the purchasing
                                    company or group (except for: (i) passive
                                    ownership of less than three percent (3%) of
                                    the stock of the purchasing company; or (ii)
                                    ownership of equity participation in the
                                    purchasing company or group which is
                                    otherwise not significant, as determined
                                    prior to the Change in Control by a majority
                                    of the nonemployed continuing Directors).

                           (e)      Any material breach of a provision of this
                  Agreement by the Company, which breach is not cured within
                  thirty (30) days after notice has been given to the Company by
                  the Executive as provided in Article 3.5. Without limiting the
                  generality of the foregoing sentence, the Company shall be in
                  material breach of its obligations hereunder if, for example,
                  the Company shall not permit the Executive to exercise such
                  responsibilities as are consistent with the Executive's
                  position as described in Article 2.2 herein and are of such a
                  nature as are usually associated with such officers of other
                  public corporations of approximately equal size, or the
                  Executive shall at any time be required to report to anyone
                  other than directly to the Board, or the Company shall fail to
                  make a payment when due to the Executive. Notwithstanding the
                  foregoing, if the Executive desires to terminate his
                  employment for Good Reason under this Article 3.3(e), he shall
                  give notice to the Company as provided in Article 3.5 and the
                  Company shall have thirty (30) days after notice has been
                  given to it in which to cure the reason for the Executive's
                  desire to terminate his employment for Good Reason. If the
                  reason for the Executive's desire to terminate his employment
                  for Good Reason under this Article 3.3(e) is timely cured by
                  the Company within such thirty (30) day period, the
                  Executive's notice shall become null and void.

                  3.4      Retirement. Upon the Termination Date hereof
         (including but not limited to any termination of the Executive's
         employment due to death of the Executive or Total Disability of the
         Executive (as defined in Article 7.4) or either by the Company (whether
         or not For Cause) or the Executive (with or without Good Reason)), said
         termination of employment shall be treated as retirement of the
         Executive for the purpose of all Russell plans and benefits. For
         purposes of Russell's defined benefit retirement plan and its
         Supplemental Executive Retirement Plan ("SERP"), each year (or portion
         thereof of the Executive's employment with the Company from January 1,
         1998 through the effective Termination Date shall count and serve as
         two (2) years of employment pursuant to the SERP program implemented by
         the Company in the year 2000, which program was retroactive to January
         1, 1998. The provisions and rights of the Executive as enumerated


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         under this Article 3.4 upon any said termination of employment are in
         addition to any and all other rights and benefits to which the
         Executive is entitled (or those in which the Executive is otherwise
         vested or which the Executive has otherwise earned) under the terms of
         this Agreement (including but not limited to those rights described in
         Articles 5, 6, 11, and 12), the aforementioned Employment Agreement
         dated as of March 31, 1998 (which was subsequently amended effective
         November 1, 1999 and which has a term through and including March 31,
         2001), and/or the Amended and Restated Executive Deferred Compensation
         and Buyout Plan (or its predecessor), which is incorporated herein by
         reference as set forth in Article 30.

                  3.5      Notice of Termination. Any termination by the
         Executive for Good Reason or by the Company For Cause shall be
         communicated by Notice of Termination to the Company or the Executive,
         as the case may be. For purposes hereof, a "Notice of Termination"
         means a written notice which (i) indicates the specific termination
         provision relied upon in this Agreement, (ii) sets forth in reasonable
         detail the facts and circumstances claimed to provide a basis for
         termination of the Executive's employment under the provision so
         indicated and (iii) sets forth the Termination Date. If the
         Executive's employment is terminated by reason of one of the events
         described in Article 3.2 [other than 3.2(i)], 3.3(c), or 3.3(e), the
         effective Termination Date shall be not less than thirty (30) days nor
         more than forty-five (45) days after the receipt of the Notice of
         Termination by the Executive or the Company, as the case may be. If the
         Executive's employment is terminated by reason of one of the events
         described in Article 3.3(a) or 3.3(b), the effective Termination Date
         shall be not more than fifteen (15) days after the receipt of the
         Notice of Termination by the Company.

                  ARTICLE 4. COMPENSATION.

                  4.1      Base Salary. For all services rendered by the
         Executive during the Term, the Company shall pay the Executive as
         compensation a base annual salary (the "Base Salary"), payable in
         appropriate installments to conform with regular payroll dates for
         salaried personnel of the Company. Retroactive to February 28, 2001
         from the Effective Date, the annual rate of the Executive's Base Salary
         shall be, at a minimum, $700,000 (the "Annual Base Salary Rate"), and,
         effective March 1, 2001, the minimum Annual Base Salary Rate of the
         Executive shall be $750,000. The Executive's Annual Base Salary Rate
         shall be reviewed and increased annually by the Board at the Board's
         discretion (with the timing of any such increase(s) coinciding with the
         increase(s) of other top executives of the Company and consistent with
         Company policy) and, as increased, shall thereafter be the Annual Base
         Salary Rate of the Executive for purposes of this Agreement; provided,
         however, that the Executive's Annual Base Salary Rate shall at no time
         be decreased without the prior written consent of the Executive and
         such Annual Base Salary Rate shall, at a minimum, be increased in
         accordance with and to reflect any applicable inflationary,
         cost-of-living index adjustments over the Term of this Agreement.


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                  4.2      Bonus, In addition to the Base Salary provided for in
         Article 4.1 and the other benefits provided for in this Agreement, the
         Executive shall receive each year a target annual bonus ("Target
         Bonus") of at least 70% of the Executive's Base Salary for said year in
         the event the Company meets and achieves its reasonable financial plans
         and projections as set forth in its annual Business Plan for said year.
         Said criteria as to payment of said Target Bonus may be changed or
         otherwise altered if the Executive and the Company mutually agree in
         writing as to said change and criteria. In addition, the Executive
         shall also be eligible to receive each year a total annual bonus
         ("Total Bonus") of at least 140% of the Executive's Base Salary for
         said year (inclusive of the aforementioned Target Bonus paid to the
         Executive for said year) upon the achievement of certain goals
         established by the Board, including but not necessarily Limited to the
         aforementioned criteria for said Target Bonus. Provided, however, that
         if applicable threshold levels for the Target Bonus are met but the
         above-referenced criteria for the Target Bonus and Total Bonus are not
         achieved, then the Executive shall receive pro-rata shares of said
         Target Bonus and Total Bonus equal to the percentages of the
         above-referenced criteria (for the Target Bonus and Total Bonus) that
         were achieved.

                  ARTICLE 5. STOCK OPTIONS. In addition to the Base Salary and
Bonus compensation provided to the Executive pursuant to Article 4, the Board,
in its discretion and during the Term, may grant options to the Executive for
the purchase of Russell Corporation common stock; provided, however, that in the
first quarter of each of the 2003, 2004, 2005, and 2006 calendar years, the
Board shall make an annual grant of not less than 100,000 said options to the
Executive, which amount may be increased at the Board's discretion based on the
Executive's performance. The exercise price for these options shall equal the
average of the high and low of the stock price on the day the grant is made.
Such options shall have a term of ten years (as described below), and one-fourth
of the total options given in any such year shall vest on and as of each of the
four (4) anniversary dates following the date of said grant. Provided, however,
that if (a) this Agreement expires or (b) the Executive's employment is
terminated (1) because of the Executive's death or Total Disability or (2) by
the Company for any reason other than For Cause, all options granted under this
Article 5 (whether or not vested) shall immediately become vested and shall be
exercisable at the Executive's option for a period of ten (10) years from the
date of the respective grant; if the Executive's employment is terminated by the
Executive for Good Reason, all options granted under this Article 5 (whether or
not vested) shall immediately become vested and shall be exercisable at the
Executive's option for a period of ten (10) years from the date of the
respective grant; and if the Executive's employment is terminated by the Company
For Cause or by the Executive not for Good Reason, all options granted under
this Article 5 that are not vested as of the Termination Date shall lapse and be
forfeited to the Company, with those vested options as of said Termination Date
being exercisable at the Executive's option for a period of ten (10) years from
the date of the respective grant.

         In addition, all options granted by the Company to the Executive
pursuant to Article 5 of that Employment Agreement dated as of March 31, 1998
between the Company and the Executive (which Employment Agreement was
subsequently amended effective November 1, 1999) shall have


                                  Page 7 of 20
<PAGE>   14

a term of ten (10) years from the date of the respective grant and shall become
fully vested (to the extent said options are not already vested) as of March 31,
2001.

                  ARTICLE 6. SUPPLEMENTAL BENEFITS

                  6.1      Special Health Care Benefit. In addition to the other
         benefits provided for in this Agreement (including participation by the
         Executive and his spouse in the Company Plan (as defined herein) during
         the Term of this Agreement), the Executive (or his spouse if the
         Executive predeceases his spouse before he attains the age of 65) shall
         be entitled, for the period commencing on the effective Termination
         Date (whether by expiration of this Agreement or by termination of the
         Executive's employment by either the Company or the Executive for any
         reason) and ending on the earlier of (i) the date of death for the
         survivor of the Executive and his spouse or (ii) the Executive and his
         spouse attaining the age of 65 (the "Coverage Period"), to participate,
         at the Executive's expense (which shall be no more than and limited to
         the then-current expense and rate normally payable by the Company's
         senior executives for purposes of coverage and benefits under the
         Company Plan as provided herein), in any group health plan or program
         (whether insured or self-insured, or any combination thereof) provided
         by the Company for the benefit of its active employees (the "Company
         Plan"). The Company, consistent with sound business practices, shall
         use its best efforts to provide the Executive with coverage for the
         Executive and his spouse under the Company Plan during the Coverage
         Period (and any period thereafter to the extent required by applicable
         state and federal law), including, if necessary, amending the
         applicable provisions of the Company Plan and negotiating the addition
         of any necessary riders to any group health insurance contract. In the
         event the Company is unable for whatever reason to provide the
         Executive and his spouse with coverage under the Company Plan, the
         Company, at the Executive's expense (which shall be no more than and
         limited to the then-current expense and rate normally payable by the
         Company's senior executives for purposes of coverage and benefits under
         the Company Plan as provided herein), shall provide the Executive with
         an individual policy of health insurance providing coverage for the
         Executive and his spouse (the "Individual Policy") during the Coverage
         Period. The coverage to be provided to the Executive and his spouse
         pursuant to this ARTICLE 6 (whether under the Company Plan or the
         Individual Policy) shall consist of coverage which, as of the time the
         coverage is being provided, is identical (or, with respect to an
         Individual Policy, substantially identical) to the coverage provided
         under the Company Plan to active employees and their dependents.
         Notwithstanding the foregoing, the Company shall coordinate coverage
         for the Executive under this ARTICLE 6 with any applicable federal or
         state government programs (eg., Medicare or Medicaid) when the
         Executive (or his spouse) is eligible to begin receiving benefits under
         such program. Any premiums required to be paid for coverage of the
         Executive (or his spouse) under such government programs shall be paid
         by the Executive (or his spouse).

                  6.2      Life Insurance. During the Term of this Agreement,
         the Company shall provide and be responsible for up to an additional
         $16,000.00 for insurance and/or other benefits for the


                                  Page 8 of 20
<PAGE>   15

         Executive and shall also be responsible for any and all subsequent,
         applicable inflationary increases/escalators over the Term of this
         Agreement as required to continue to provide and maintain said
         insurance and/or other benefits for the Executive. The Company shall be
         required, upon the Executive's request and his sole discretion, to
         convert said insurance (or other benefits) to any other benefits for
         the Executive (including but not limited to split life, etc.) and shall
         also be required, if requested by the Executive for estate planning or
         other purposes, to convert certain compensation (or other benefits)
         payable or available to the Executive (under this Agreement or
         otherwise) into (or to otherwise "trade" said compensation or benefits
         for) other benefits for the Executive (including but not limited to
         split life, etc.) The provisions and rights of the Executive as
         enumerated in this Article 6.2 are in addition to (and not in lieu of
         or as substitute for) any and all other rights and benefits to which
         the Executive is entitled (or those in which the Executive is otherwise
         vested or which the Executive has otherwise earned) under the terms of
         this Agreement, the aforementioned Employment Agreement dated as of
         March 31, 1998 (which was subsequently amended effective November 1,
         1999 and which has a term through and including March 31, 2001), and/or
         the Amended and Restated Executive Deferred Compensation and Buyout
         Plan (or its predecessor), which is incorporated herein by reference as
         set forth in Article 30.

                  6.3      Corporate Automobile. During the Term of this
         Agreement, an automobile of appropriate value shall be provided by the
         Company. All operating and maintenance expenses of the automobile shall
         be paid by the Company.

                  6.4      Corporate Aircraft. During the Term of this
         Agreement, the Executive shall have the use of corporate aircraft for
         his business and personal transportation at his discretion and at no
         cost to him, including reasonable access for his spouse. Applicable
         income taxes that are attributable to the Executive's personal use of
         the aircraft, as calculated in an acceptable manner that is the most
         favorable to the Executive from said tax standpoint, shall be paid by
         the Executive.

                  6.5      Club Memberships. During the Term of this Agreement,
         the Company shall make available, at its own expense, country club
         access and membership(s) for the Executive and his family near each
         corporate headquarters of the Company.

                  6.6      Immediate Eligibility . Any delay in eligibility and
         any waiting period normally associated with the receipt of any of the
         benefits provided for by this Agreement shall be waived and the
         Executive (and his spouse where applicable) shall be eligible to,
         receive benefits as of the Effective Date as if such delays and waiting
         periods have been satisfied. Notwithstanding the foregoing, this
         Article 6.7 shall not apply to the qualified retirement plans of
         Russell if waiving the eligibility requirements or any associated
         waiting periods would cause a violation under ERISA.


                                  Page 9 of 20
<PAGE>   16

                  ARTICLE 7. DISABILITY BENEFITS.

                  7.1      Commencement of Total Disability. If the Executive
         suffers a "Total Disability" (as defined in Article 7.4), he shall be
         deemed totally disabled ("Totally Disabled") for purposes of this
         Agreement as of the date such Total Disability commenced.

                  7.2      Benefits Payable Upon Total Disability. In the event
         of the Total Disability of the Executive, the Company shall continue to
         pay the Executive his Base Salary during the Disability Period (as
         defined in this Article 7.2); provided, however, that if the Term shall
         otherwise expire during the Disability Period pursuant to the
         provisions of ARTICLE 3, the Company shall cease paying the Executive
         his Base Salary under this Article 7.2 as of the Termination Date, and
         the remaining provisions of this Agreement shall apply. In the event
         that the Executive's Total Disability continues for a period of one
         hundred eighty (180) days (measured from the date the Executive became
         Totally Disabled), the Term shall automatically expire and terminate,
         as provided in subparagraph (iii) of Article 3. 1, at the end of such
         one hundred eighty day period (the "Disability Period"), with said
         termination of the Executive's employment being treated, as provided in
         Article 3.4, as retirement of the Executive for purposes of all Russell
         plans and benefits. The provisions and rights of the Executive as
         enumerated under this Article 7 upon any said termination of employment
         in the event of Total Disability of the Executive are in addition to
         any and all other rights and benefits to which the Executive is
         entitled (or those in which the Executive is otherwise vested or which
         the Executive has otherwise earned) under the terms of this Agreement
         (including but not limited to those rights described in Articles 5, 6,
         11, and 12), the aforementioned Employment Agreement dated as of March
         31, 1998 (which was subsequently amended effective November 1, 1999 and
         which has a term through and including March 31, 2001), and/or the
         Amended and Restated Executive Deferred Compensation and Buyout Plan
         (or its predecessor), which is incorporated herein by reference as set
         forth in Article 30.

                  7.3      Cessation of Disability. Notwithstanding the
         provisions of Article 7.2, if prior to the end of the Disability
         Period, the Executive's Total Disability shall have ceased under the
         definition of Total Disability set forth in Article 7.4 and he shall
         have commenced to perform his regular duties hereunder, the following
         special provisions shall apply: (i) this Agreement shall continue in
         full force and effect (except as otherwise provided in ARTICLE 3); and
         (ii) the Executive shall be entitled to resume his employment under
         this Agreement and to receive thereafter compensation in accordance
         with ARTICLE 4 as though he had not been Totally Disabled; provided,
         however, that unless the Executive shall perform his regular duties
         hereunder for a continuous period of at least sixty (60) days following
         a period of Total Disability before he again becomes Totally Disabled,
         he shall not be entitled to start a new Disability Period, but instead
         must continue under the remaining portion of the original Disability
         Period. In this event, the resumption of the original Disability Period
         shall commence on the date such Total Disability resumed.


                                 Page 10 of 20
<PAGE>   17

                  7.4      Definition of Total Disability. For purposes of this
         Agreement, "Total Disability" shall mean the permanent and total
         inability, by reason of physical or mental infirmity, or both, of the
         Executive to perform his regular and customary duties with the Company
         in a satisfactory manner. The determination of the existence or
         nonexistence of Total Disability shall be made by the Board, pursuant
         to a medical examination by a medical doctor licensed to practice
         medicine in the state of the Executive's principal residence approved
         by the Board.

                  ARTICLE 8. REIMBURSEMENT OF EXPENSES, OFFICE AND SECRETARIAL
ASSISTANCE. The Company recognizes that the Executive will incur, from time to
time, expenses for the benefit of the Company and in furtherance of the
Company's business, including, but not limited to, expenses for entertainment,
travel and other business expenses. The Executive shall be reimbursed for all
said expenses in accordance with the Company's policy and practice applicable
thereto. In the event of the termination of the Executive's employment for any
reason, the Company shall reimburse the Executive (or in the event of death, his
personal representative) for expenses incurred by the Executive on behalf of the
Company prior to the Termination Date to the extent such expenses have not been
previously reimbursed by the Company. Moreover, the Company agrees that, during
the Term of this Agreement, the Executive shall be provided, at the Company's
expense and under applicable policies of the Company, a fully furnished office
at the Company's Atlanta, Georgia headquarters, accompanying office, voice-mail,
e-mail, access, and other privileges, adequate secretarial and administrative
assistance, and all other similar privileges and/or rights (as may be requested
by the Executive), as are consistent with the Executive's position and duties
and as are customary to executives at the same level in companies of similar
size.

                  ARTICLE 9. OTHER EMPLOYEE BENEFITS. During the Term of this
Agreement, the Executive shall be entitled to participate in any and all
additional retirement, health, disability, life insurance, long-term disability
insurance, long-term incentive plans, nonqualified deferred compensation and
tax-qualified retirement plans or any other plans or benefits offered by the
Company to its senior executives generally, if and to the extent the Executive
is eligible to participate in accordance with the terms and provisions of any
such plan or benefit program. Notwithstanding the foregoing, all vesting periods
under all Russell benefit plans shall be waived (except where waiving such
period would violate ERISA) and the Executive, upon termination of employment
for any reason before the age of retirement under those plans, shall be
considered to have attained the minimum retirement age provided in those plans.

         Any and all such other employee benefits and/or plans are in addition
to (and not in lieu of or as a substitute for) any and all other rights and
benefits to which the Executive is entitled (or those in which the Executive is
otherwise vested or which the Executive has otherwise earned) under the terms of
this Agreement, the aforementioned Employment Agreement dated as of March 31,
1998 (which was subsequently amended effective November 1, 1999 and which has a
term through and including March 31, 2001), and/or the Amended and Restated
Executive Deferred Compensation and Buyout Plan (or its predecessor), which is
incorporated herein by reference as set forth in Article


                                 Page 11 of 20
<PAGE>   18

30. Nothing in this ARTICLE 9 is intended, or shall be construed, to require the
Company to institute any particular plan, program or benefit.

                  ARTICLE 10. VACATION. During the Term of this Agreement, the
Executive shall be entitled to a minimum four (4) weeks of paid vacation during
each Employment Year.

                  ARTICLE 11. TERMINATION COMPENSATION.

                  11.1     Monthly Compensation. Upon the effective Termination
         Date (whether by expiration of this Agreement or by termination of the
         Executive's employment by either the Company or the Executive for any
         reason), the Executive shall be entitled to continue to receive his
         Base Salary through the last day of the month in which the Termination
         Date occurs (the "Termination Month").

                  11.2     Compensation and Benefits Continuance.

                           (a)      In addition to the compensation provided for
         in Article 11.1, in the event (i) the Executive's employment is
         terminated by the Executive for Good Reason or by the Company for any
         reason other than For Cause or (ii) the Board declines to renew this
         Employment Agreement with the Executive at the expiration of the Term
         hereof and upon terms that are no less favorable to the Executive than
         those contained in this Agreement, the Executive (or in the event of
         his subsequent death, his designated beneficiary) shall receive an
         amount equal to the sum of (1) and (2), where (1) equals three times
         the Executive's then current Base Salary and (2) equals three times
         that Target Bonus for the year in which the effective date of said
         termination or expiration occurs, which Target Bonus cannot (pursuant
         to Article 4.2) be less than 70% of the Executive's then Base Salary;
         provided, however, that if the Executive terminates his employment for
         Good Reason under Article 3.3(d) (due to a Change of Control), the
         amount comprising (2) above shall equal three times that Total Bonus
         amount of at least 140% of the Executive's Base Salary pursuant to
         Article 4.2. Said amounts under this Article 11.2(a) shall be payable
         in equal installments (and in accordance with the Company's ordinary
         payroll practices) commencing on the first payroll period following the
         last day of the Termination Month and continuing for a three (3) year
         period ("Compensation Continuance Period") until the Company's
         obligations to the Executive under this Article 11.2(a) are satisfied
         and exhausted. During the Compensation Continuance Period, the
         Executive shall continue to participate in all employee benefit plans
         or programs of the Company (as described in ARTICLES 6, 8, and 9),
         except where doing so would violate ERISA; provided, however, that
         those Company Plan/health care benefits enumerated under Article 6.1
         shall not be limited to said Compensation Continuance Period but shall
         be provided in accordance with and for that period of time specified in
         Article 6.1. In addition, pursuant to this Article 11.2(a) and
         Article 8, the Company shall provide to the Executive the office,
         office privileges and rights, assistance, and all other rights as
         required by said Article 8 during said Compensation Continuance Period.


                                 Page 12 of 20
<PAGE>   19
                  (b)      In the event the Board has not declined to renew
         this Employment Agreement with the Executive at the expiration of the
         Term hereof (and upon terms that are no less favorable to the
         Executive than those contained in this Agreement) but the Executive
         has nonetheless declined to remain with the Company, the Executive (or
         in the event of his subsequent death, his designated beneficiary)
         shall receive an amount equal to the Executive's then current Base
         Salary. Said amounts under this Article 11.2(b) shall be payable in
         equal installments (and in accordance with the Company's ordinary
         payroll practices) commencing on the first payroll period following
         March 31, 2006 and continuing for a one (1) year period ("Abbreviated
         Compensation Continuance Period") until the Company's obligations to
         the Executive under this Article 11.2(b) are satisfied and exhausted.
         During the Abbreviated Compensation Continuance Period, the Executive
         agrees to provide to the Company reasonable consulting/advising
         services as to its operations and business in the event the Company
         requests such reasonable services and the Executive is able to devote
         the appropriate and necessary time and effort to provide such
         services. However, during the three (3) year period following March
         31, 2006, the Executive shall continue to participate in all employee
         benefit plans or programs of the Company (as described in ARTICLES 6,
         8, and 9), except where doing so would violate ERISA; provided,
         however, that those Company Plan/health care benefits enumerated under
         Article 6.1 shall not be limited to said Abbreviated Compensation
         Continuance Period but shall be provided in accordance with and for
         that period of time specified in Article 6.1. In addition, pursuant to
         this Article 11.2(a) and Article 8, the Company shall provide to the
         Executive the office, office privileges and rights, assistance, and
         all other rights as required by said Article 8 during said Abbreviated
         Compensation Continuance Period.

                  (c)      In addition to the compensation provided for in
         Article 11.1, in the event the Executive terminates his employment via
         resignation for any reason other than Good Reason, the Executive
         shall receive all other compensation, benefits, and/or consideration
         to which he was entitled or which was earned by or vested in the
         Executive (whether under the terms of this Agreement, the
         aforementioned Employment Agreement dated as of March 31, 1998 (which
         was subsequently amended effective November 1, 1999 and which has a
         term through and including March 31, 2001), and/or the Amended and
         Restated Executive Deferred Compensation and Buyout Plan (or its
         predecessor), which is incorporated herein by reference as set forth
         in Article 30) as of the effective Termination Date, including but not
         limited to any and all vested stock options under Article 5, any and
         all vested supplemental Company Plan benefits as enumerated in Article
         6.1, any and all vested stock options/Rabbi Trust proceeds/other
         amounts and consideration as enumerated in said Amended and Restated
         Executive Deferred Compensation and Buyout Plan (or its predecessor).
         The provisions and rights of the Executive enumerated in this Article
         11.2(c) are also in addition to all other rights to which the
         Executive is entitled under Article 3.4 of this Agreement.

                  (d)      For purposes of this Article 11, the Executive shall
         be entitled, but not required, to seek and obtain other employment or
         work during any applicable period in


                                 Page 13 of 20
<PAGE>   20


         which he may continue to receive compensation after said Termination
         Date (including any applicable Compensation Continuance Period or
         Abbreviated Compensation Continuance Period, as the case may be), and
         no amounts or monies earned by the Executive in such other employment
         or work during any said applicable period (including any applicable
         Compensation Continuance Period or Abbreviated Compensation
         Continuance Period, as the case may be) shall be used to setoff or
         otherwise reduce the Company's payment obligations in this Article 11.

                  ARTICLE 12. RELOCATION UPON TERMINATION. If (a) the
Executive's employment is terminated by the Executive for any reason (whether
or not for Good Reason) or by the Company for any reason other than For Cause,
(b) the Board declines to renew this Employment Agreement with the Executive at
the expiration of the Term hereof and upon terms that are no less favorable to
the Executive than those contained in this Agreement, or (c) the Board has not
declined to renew this Employment Agreement with the Executive at the
expiration of the Term hereof (upon terms that are no less favorable to the
Executive than those contained in this Agreement) but the Executive has
nonetheless declined to remain with the Company, then the Company shall pay all
relocation expenses, including any necessary tax gross up, for any relocation
of the Executive (and his spouse) to any city or location in the United States,
as may be selected in the Executive's sole discretion. Provided, however, that
the Company's obligations under this Article 12 as to payment of said
relocation expenses shall be equal to [or more favorable (to the Executive)
than] those under the relocation program used in conjunction with the
relocation of the Executive (and other employees of the Company) to Atlanta,
Georgia in 1999.

                  ARTICLE 13. POST-TERMINATION OBLIGATIONS. All payments and
benefits to the Executive under this Agreement shall be subject to the
Executive's compliance with the following provisions during the Term and
following the termination of the Executive's employment:

                  13.1     Assistance in Litigation. The Executive shall, upon
         reasonable notice, furnish such information and assistance to the
         Company as may reasonably be required by the Company in connection
         with any litigation in which it is, or may become, a party, and which
         arises out of facts and circumstances known to the Executive. The
         Company shall promptly reimburse the Executive for any travel-related
         and all other out-of-pocket expenses incurred in connection with the
         fulfillment of his obligations under this Article 13.1.

                  13.2     Confidential Information. The Executive shall not
         disclose or reveal to any unauthorized person any trade secret or
         other confidential information relating to the Company, its
         subsidiaries or affiliates, or to any businesses operated by them, and
         the Executive confirms that such information constitutes the exclusive
         property of the Company; provided, however, that the foregoing shall
         not prohibit the Executive from disclosing such information to the
         extent necessary or desirable in connection with obtaining financing
         for the Company (or furnishing such information under any agreements,
         documents or instruments under which such financing may have been
         obtained) or otherwise disclosing


                                 Page 14 of 20
<PAGE>   21


         such information to third parties or governmental agencies in
         furtherance of the interests of the Company; or as may be required by
         law.

                  13.3     Noncompetition. In the event (1) the Executive
         during the Compensation Continuance Period or the Abbreviated
         Compensation Continuance Period (as the case may be), without the
         prior written consent of the Company, engages directly or indirectly,
         as a licensee, owner, manager, consultant, officer, employee,
         director, investor or otherwise, in any business in material
         competition with the Company and (2) the Executive elects to continue
         to engage in any such activity described in (1) above for thirty (30)
         days following delivery of notice thereof by the Company to the
         Executive, then all rights hereunder of the Executive and any person
         claiming under or through him shall thereupon terminate as of said
         date thirty (30) days following delivery of said notice, and no person
         shall be entitled thereafter to receive any payments or benefits
         hereunder (except for the special health care benefit under Article
         6.1 and all other benefits under employee benefit plans or programs as
         provided in ARTICLES 3.4, 5, 6, and 9 which have been earned or
         otherwise fixed or determined to be payable prior to such
         termination). The Company and the Executive acknowledge and agree
         that nothing in this Article 13.3 shall be construed to prevent the
         Executive from engaging in any such activity described in (1) above if
         the Executive so elects (thereby resulting in termination of the
         Executive's rights as described above), that the Executive shall not
         be deemed to have breached this Article or Agreement solely by
         electing to engage in any such activity described in (1) above, and
         that the Company may not seek to enjoin or otherwise prevent the
         Executive from engaging in any such activity under this Article or
         Agreement. This Article shall not apply to a passive investment by the
         Executive constituting ownership of less than five percent (5%) of the
         equity of any entity engaged in any business described in this Article
         13.3.

                  13.4     Failure to Comply. In the event that the Executive
         shall fail to comply with any other provision of this Article 13.1 or
         13.2, and such failure shall continue for thirty (30) days following
         delivery of notice thereof by the Company to the Executive, all rights
         hereunder of the Executive and any person claiming under or through
         him shall thereupon terminate and no person shall be entitled
         thereafter to receive any payments or benefits hereunder (except for
         benefits under employee benefit plans or programs as provided in
         ARTICLES 3.4, 5, 6 and 9 which have been earned or otherwise fixed or
         determined to be payable prior to such termination).

                  ARTICLE 14. ADDITIONAL PAYMENTS BY COMPANY. In the event that
any amount required to be paid or distributed to the Executive pursuant to this
Agreement shall constitute a parachute payment within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the
aggregate of such parachute payments and any other amounts otherwise required
to be paid or distributed to the Executive by the Company shall cause the
Executive to be subject to the excise tax on excess parachute payments under
Section 4999 of the Code (the "Excise Tax"), or any successor or similar
provision thereof, the Company shall pay to the Executive an additional amount
(the "Gross-Up Payment") such that the net amount the


                                 Page 15 of 20
<PAGE>   22


Executive shall receive after the payment of any Excise Tax, shall equal the
amount which he would have received if the Excise Tax had not been imposed.

                  ARTICLE 15. PROFESSIONAL FEES. The Company shall be
responsible for paying all professional fees (including but not limited to
attorneys fees and related costs) incurred by the Executive in connection with
his employment with the Company in an amount not to exceed $100,000, without
approval of the Company; provided, however, that (1) any such fees charged on
behalf of the Executive in conjunction with or related to any negotiation of
this Agreement or any subsequent or related agreement(s) (or any amendment(s)
thereto) shall also be the responsibility of the Company but shall count
against said $100,000 amount and (2) any such professional fees of the
Executive which the Company would otherwise pay pursuant to its policies and
practices as to senior executives shall remain the responsibility of the
Company but shall not count against said $100,000 amount. Additionally, in the
event that the Executive incurs any professional fees (including but not
limited to attorneys fees and related costs) in protecting or enforcing his
rights under this Agreement or under any employee benefit plans or programs
sponsored by the Company in which the Executive is a participant, the Company
shall reimburse the Executive for such reasonable professional fees and for any
other reasonable expenses related thereto. Such reimbursement shall be made
within thirty (30) days following final resolution of the dispute or occurrence
giving rise to such fees and expenses.

                  ARTICLE 16. BENEFICIARY. The Executive shall name one or more
primary beneficiaries and one or more contingent beneficiaries, who shall be
entitled to receive any amounts payable following the death of the Executive
under ARTICLE 11, which beneficiary or beneficiaries shall be subject to change
from time to time by notice in writing to the Board. A beneficiary may be a
trust, an individual or the Executive's estate. If the Executive fails to
designate a beneficiary, primary or contingent, then and in such event, such
benefit shall be paid to the surviving spouse of the Executive or, if he shall
leave no surviving spouse, then to the Executive's estate. If a named
beneficiary entitled to receive any death benefit is not living or in existence
at the death of the Executive or dies prior to asserting a written claim for
any such death benefit, then and in any such event, such death benefit shall be
paid to the other primary beneficiary or beneficiaries named by the Executive
who shall then be living or in existence, if any, otherwise to the contingent
beneficiary or beneficiaries named by the Executive who shall then be living or
in existence, if any; but if there are no primary or contingent beneficiaries
then living or in existence, such benefit shall be paid to the surviving spouse
of the Executive or, if he shall leave no surviving spouse, then to the
Executive's estate. If a named beneficiary is receiving or is entitled to
receive payments of any such death benefit and dies before receiving all of the
payments due him, any remaining benefits shall be paid to the other primary
beneficiary or beneficiaries named by the Executive who shall then be living or
in existence, if any, otherwise to the contingent beneficiary or beneficiaries
named by the Executive who shall then be living or in existence, if any; but if
there are no primary or contingent beneficiaries then living or in existence,
the balance shall be paid to the estate of the beneficiary who was last
receiving the payments.


                                 Page 16 of 20
<PAGE>   23


                  ARTICLE 17. INDEMNIFICATION. The Company shall indemnify the
Executive during his employment and thereafter to the maximum extent permitted
by applicable law for any and all liability of the Executive arising out of, or
in connection with, his employment by the Company or membership on the Board;
provided, that in no event shall such indemnity of the Executive at any time
during the period of his employment by the Company be less than the maximum
indemnity provided by the Company at any time during such period to any other
officer or director under an indemnification insurance policy or the bylaws or
charter of the Company or by agreement.

                  ARTICLE 18. SOURCE OF PAYMENTS; NO TRUST. The obligations of
the Company to make payments hereunder shall constitute a liability of the
Company to the Executive. Such payments shall be from the general funds of the
Company, and the Company shall not be required to establish or maintain any
special or separate fund, except as specifically provided for in this
Agreement, or otherwise to segregate assets to assure that such payments shall
be made, and neither the Executive nor his designated beneficiary shall have
any interest in any particular asset of the Company by reason of its
obligations hereunder. Nothing contained in this Agreement shall create or be
construed as creating a trust of any kind or any other fiduciary relationship
between the Company and the Executive or any other person. To the extent that
any person acquires a right to receive payments from the Company hereunder,
such right shall be no greater than the right of an unsecured creditor of the
Company.

                  ARTICLE 19. SEVERABILITY. All agreements and covenants
contained herein are severable, and in the event any of them shall be held to
be invalid by any competent court, this Agreement shall be interpreted as if
such invalid agreements or covenants were not contained herein.

                  ARTICLE 20. ASSIGNMENT PROHIBITED. This Agreement is personal
to each of the parties hereto, and neither party may assign nor delegate any of
his or its rights or obligations hereunder without first obtaining the written
consent of the other party; provided, however, that nothing in this ARTICLE 20
shall preclude (i) the Executive from designating a beneficiary to receive any
benefit payable under this Agreement upon his death or (ii) the executors,
administrators, or other legal representatives of the Executive or his estate
from assigning any rights under this Agreement to the person or persons
entitled thereto.

                  ARTICLE 21. NO ATTACHMENT. Except as otherwise provided in
this Agreement or required by applicable law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge or hypothecation or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null,
void and of no effect.

                  ARTICLE 22. HEADINGS. The headings of articles, paragraphs
and sections herein are included solely for convenience of reference and shall
not control the meaning or interpretation of any of the provisions of this
Agreement.


                                 Page 17 of 20
<PAGE>   24


                  ARTICLE 23. GOVERNING LAW. The parties intend that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder shall be construed in accordance with and under and pursuant to the
laws of the State of Georgia and that in any action, special proceeding or
other proceeding that may be brought arising out of, in connection with, or by
reason of this Agreement, the laws of the State of Georgia shall be applicable
and shall govern to the exclusion of the law of any other forum, without regard
to the jurisdiction in which any action or special proceeding may be
instituted.

                  ARTICLE 24. BINDING EFFECT. This Agreement shall be binding
upon, and inure to the benefit of, the Executive and his heirs, executors,
administrators and legal representatives and the Company and its permitted
successors and assigns.

                  ARTICLE 25. COUNTERPARTS. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.

                  ARTICLE 26. NOTICES. All notices, requests and other
communications to any party under this Agreement shall be in writing (including
telefacsimile transmission or similar writing) and shall be given to such party
at its address or telefacsimile number set forth below or such other address or
telefacsimile number as such party may hereafter specify for the purpose by
notice to the other party:

                           (a)      If to the Executive:

                                    John F. Ward
                                    5960 River Chase Circle
                                    Atlanta, Georgia 30328

                           (b)      If to the Company:

                                    Russell Corporation
                                    3330 Cumberland Boulevard
                                    Suite 800
                                    Atlanta, Georgia 30339

Each such notice, request or other communication shall be effective (i) if
given by mail, 72 hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid or (ii) if given by any
other means, when delivered at the address specified in this ARTICLE 26.

                  ARTICLE 27. MODIFICATION OF AGREEMENT. No waiver or
modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the
party to be charged therewith. No evidence of any waiver or


                                 Page 18 of 20
<PAGE>   25


modification shall be offered or received in evidence at any proceeding,
arbitration, or litigation between the parties hereto arising out of or
affecting this Agreement, or the rights or obligations of the parties
hereunder, unless such waiver or modification is in writing, duly executed as
aforesaid. The parties further agree that the provisions of this ARTICLE 27 may
not be waived except as herein set forth.

                  ARTICLE 28. TAXES. To the extent required by applicable law,
the Company shall deduct and withhold all necessary Social Security taxes and
all necessary federal and state withholding taxes and any other similar sums
required by law to be withheld from any payments made pursuant to the terms of
this Agreement.

                  ARTICLE 29. RECITALS. The Recitals to this Agreement are
incorporated herein and shall constitute an integral part of this Agreement.

                  ARTICLE 30. EFFECT OF PRIOR AGREEMENTS. This Agreement
(including the Amended and Restated Executive Deferred Compensation and Buyout
Plan effective as of the date hereof, which is attached hereto and incorporated
herein by reference) supersedes and replaces any prior employment agreement,
understanding or arrangement (whether written or oral) between the Company and
the Executive. Each of the parties hereto has relied on his or its own judgment
in entering into this Agreement.


                                 Page 19 of 20
<PAGE>   26


                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first above written.



                                  EXECUTIVE

                                  /s/ John F. Ward
                                  ---------------------------------------------
                                  John F. Ward



WITNESS:

/s/ Joyce I. Knox
------------------------------



                                  RUSSELL CORPORATION

                                  By: /s/ Robert D. Martin
                                     ------------------------------------------
                                     Signature of Appropriate Representative

                                     Robert D. Martin
                                     ------------------------------------------
                                     Printed Name of Appropriate Representative

                                  Its Senior VP, CFO [Title]
                                      ---------------



Attest:
/s/
-----------------------------
Secretary/Asst. Secretary


                                 Page 20 of 20
<PAGE>   27


                                                                      EXHIBIT B