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                                                                   EXHIBIT (10i)

                                 FIRST AMENDMENT
                                     TO THE
          RUSSELL CORPORATION NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN


                  The Russell Corporation Non-Employee Directors' Compensation
         Plan effective August 1, 2000 (the "Plan") is hereby amended effective
         December 11, 2002 as follows:

                                       I.

         Section 2.3 of the Plan is hereby amended in its entirety to read as
         follows:

         ""Annual Option Grant" shall mean, with respect to any annual option
         grant made prior to December 11, 2002, that portion of the Retainer
         payable to an Eligible Director in Options without regard to any
         election pursuant to Article 7."

                                       II.

         A new Section 2.42A is hereby added to the Plan to read as follows:

         ""Stock Retainer Deferral Account" means the account or accounts
         maintained for an Eligible Director pursuant to Section 6.2 hereof."

                                      III.

         A new Section 2.42B is hereby added to the Plan to read as follows:

         ""Stock Retainer Deferral Date" shall mean, with respect to a Stock
         Retainer Deferred Share, the earlier of (i) the first anniversary of
         the cessation of the Eligible Director" Service as a director of the
         Company for any reason, or (ii) the day after the cessation of the
         Eligible Director" Service as a director of the Company following the
         attainment of his or her seventieth (70th) birthday."

                                       IV.

         A new Section 2.42C is hereby added to the Plan to read as follows:

         ""Stock Retainer Deferred Share" means a Share that is granted to an
         Eligible Director on a deferred basis under Section 2.37 and in
         accordance with Section 6.2 hereof."

                                       V.

         Section 2.37 of the Plan is hereby amended in its entirety to read as
         follows:

         ""Retainer" shall mean the amount payable to an Eligible Director each
         year for service on the Board whether payable in cash, Shares or
         Deferred Shares or Options as such amount may be set from time to time
         by the Board, which initially shall be a total of $60,000 per year in
         the form of (a) an Annual Fee in an amount equal to $35,000 per year
         and (b) (1) with respect to amounts payable before December 11, 2002,
         an Annual Option Grant (described in Section 6.1) which has a value of
         approximately $25,000 per year or


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         (2) with respect to any amounts payable on or after December 11, 2002,
         Stock Retainer Deferred Shares (described in Section 6.2) which have a
         value of approximately $25,000 per year. In addition, any director
         serving in the following positions shall receive an additional amount
         to be paid in cash as follows:

         (i)      Chair of the Audit Committee                         $10,000

         (ii)     Members of the Audit Committee                        $5,000

         (iii)    Lead Director                                        $5,000"

                                       VI.

         Section 5.1 of the Plan is hereby amended by adding the following
parenthetical following the words "Annual Option Grant" in subpart (a):

         "(as permitted prior to December 11, 2002)"

                                      VII.

         Section 5.6 of the Plan is hereby amended by deleting the words in the
parenthetical and substituting in their place the following:

         "whether from an Annual Option Grant, which was a permitted form of
         payment prior to December 11, 2002, or pursuant to an Eligible
         Director's election pursuant to Article 7"

                                      VIII.

         The following changes are hereby made to Article 6 as follows:

         (A)      the heading for Article 6 is hereby renamed to "Annual Option
         Grants and Stock Retainer Deferred Shares";

         (B)      a subheading is hereby added to Section 6.1 to read as
         follows:

         "Annual Option Grants."; and

         (C)      a new Section 6.2 is hereby added to read as follows:

         "6.2 Stock Retainer Deferred Shares. Each Stock Retainer Deferred Share
         award granted under the Plan shall be evidenced by a written agreement,
         which shall comply with and be subject to the following terms and
         conditions:

                  (a)      A bookkeeping account, known as the Stock Retainer
                  Deferral Account, shall be established for each Eligible
                  Director. The Stock Retainer Deferral Account shall reflect
                  the number of Stock Retainer Deferred Shares awarded to the
                  Eligible Director in accordance with Section 2.37 hereof.

                  (b)      Additional Stock Retainer Deferred Shares shall be
                  credited to each Stock Retainer Deferral Account on each date
                  that the Company pays a dividend on the


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                  Common Stock. The number of additional Stock Retainer Deferred
                  Shares so credited shall be determined by dividing the
                  dividend which would be paid on the number of shares of Common
                  Stock equal to the number of Stock Retainer Deferred Shares
                  credited to the Eligible Director's Stock Retainer Deferral
                  Account as of the dividend record date ("Dividend Equivalent")
                  by an amount equal to the mean price of a share of Common
                  Stock on the New York Stock Exchange on the date which such
                  dividend is paid to the Company's shareholders. In determining
                  the number of Stock Retainer Deferred Shares to be credited to
                  an Eligible Director's Stock Retainer Deferral Account in
                  accordance with this Section 6.2(b), fractions of a Stock
                  Retainer Deferred Share shall be computed to three decimal
                  places.

                  (c)      Shares of Common Stock underlying an award of Stock
                  Retainer Deferred Shares shall be delivered to the Eligible
                  Director on the Stock Retainer Deferral Date. Delivery of such
                  Common Stock shall be made in whole shares in a single payment
                  on such date. Any fractional share of Common Stock to which
                  the Eligible Director is entitled as of the date of the single
                  payment or last installment shall be paid in cash.

                  (d)      Neither the Eligible Director nor any other person
                  claiming under the Eligible Director shall have any right to
                  the distribution of any Shares of Common Stock relating to
                  Stock Retainer Deferred Shares in advance of the Stock
                  Retainer Deferral Date. Any shares of Common Stock in respect
                  of Stock Retainer Deferred Shares which shall not have been
                  paid to the Eligible Director during his or her lifetime shall
                  be paid to the Eligible Director's beneficiary, if any, or
                  otherwise in accordance with Article 8 hereof.

                  (e)      Shares of Common Stock in respect of Stock Retainer
                  Deferred Shares required to be delivered in accordance with
                  Article 8 hereof shall be made in the same manner and at the
                  same time or times as such Shares of Common Stock would have
                  been delivered under Section 6.2(c) hereof.

                  (f)      Stock Retainer Deferred Shares and the Shares of
                  Common Stock covered by an award of Stock Retainer Deferred
                  Shares may not be sold, assigned, transferred or otherwise
                  disposed of, or mortgaged, pledged or otherwise encumbered
                  until the Shares of Common Stock have been delivered at the
                  end of the deferral period. The right of the Eligible Director
                  or any other person designated pursuant to Article 8 hereof to
                  receive shares of Common Stock covered by an award of Stock
                  Retainer Deferred Shares shall not be accelerated.

                  (g)      Any Eligible Director may decline an award of Stock
                  Retainer Deferred Shares for any year; provided, however, that
                  no cash compensation shall be paid in lieu thereof. Any
                  Eligible Director who declines an award of Stock Retainer
                  Deferred Shares must do so in writing prior to the performance
                  of any services as an Eligible Director for the year to which
                  such award of Stock Retainer Deferred Shares relates."


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                                       IX.

         Except as otherwise provided herein, the Plan shall remain in full
         force and effect.

         Executed this _____ day of December, 2002.



                                          RUSSELL CORPORATION



                                          By:  ____________________________



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