RUSSELL CORP
EX-10(A) RETIREMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.A
<SEQUENCE>2
<FILENAME>g91822exv10wa.txt
<DESCRIPTION>EX-10(A) RETIREMENT AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT (10a)

                              [RUSSELL LETTERHEAD]

                                  July 26, 2004

Mr. JT Taunton, Jr.
167 Seven Bark Trail
Jacksons Gap, Alabama 36861

Dear JT:

      This will confirm your intention to retire as an active employee of
Russell Corporation (the "Company") as of January 2, 2005, on the following
terms and conditions:

1.    Retirement. Beginning in August 2004, you will transition out of your
      current position with the Company as Senior Vice President/President and
      Chief Executive Officer, Fabrics and Services. This transition will be
      completed by the end of September 2004. You will, however, remain an
      employee of the Company at your current base salary until your retirement
      on January 2, 2005 (the "Retirement Date"). You also will continue to
      accrue vacation as an employee until the Retirement Date, and the Company
      will include payment for your accrued but unused vacation with your final
      salary payment.

2.    Annual Cash Incentive Award. Under the Company's Executive Incentive Plan
      (the "Incentive Plan"), you will remain eligible to receive an annual cash
      incentive award for fiscal 2004 under the Company's short term bonus
      program. Any award made with respect to 2004 will be for the full fiscal
      year, and will not be prorated.

3.    Performance Shares and Restricted Stock. As you know, during 2004 the
      Company made a grant of performance shares and time-lapsed restricted
      stock to you. You also received a grant of performance shares during 2003
      (together with the 2004 grant, the "Incentive Grants"). The terms of the
      Incentive Grants are set forth in the Incentive Plan and in the
      performance share and restricted stock agreements you executed in
      connection with each award, copies of which are included with this
      Agreement as Attachment A-1. Because your Retirement Date will occur prior
      to December 31, 2005, under the terms of the Incentive Plan and your
      Incentive Grants, the entire amount of your Incentive Grants normally
      would be forfeited upon your retirement. The Management Development and
      Compensation Committee of the Board of Directors has, however, approved
      the following arrangement with respect to your Incentive Grants. Upon your
      retirement you will remain eligible to receive 50% of your Incentive
      Grants, with the remaining 50% of such Incentive Grants being forfeited.
      The portion of the time-vested restricted stock included in the Incentive
      Grants that is not forfeited upon your retirement will vest on January 1,
      2006. The portion of the performance shares included in the Incentive
      Grants that is not forfeited upon your retirement will vest, if at all,
      only to the degree the Company achieves the cumulative earnings per share
      goals for the performance period that were set upon the grant of such
      shares. The performance shares that vest upon the achievement of such
      goals, if any, will be awarded in the form of Company Common
<PAGE>

Mr. JT Taunton, Jr.
July 26, 2004
Page 2

      Stock as soon as practicable after the end of 2005. Should you die before
      January 1, 2006, the shares of Company Common Stock issuable to you upon
      vesting of restricted stock and performance shares under the terms of this
      Agreement will be issued to the beneficiary or beneficiaries you may
      designate. A beneficiary designation form is attached to this Agreement as
      Attachment A-2.

4.    Health Benefits. You will continue to participate in the Company's health
      plans until your Retirement Date. At your Retirement Date, you will have
      the opportunity to elect continuation coverage of the Company's group
      health plans under the Consolidated Omnibus Budget Reconciliation Act of
      1985, as amended ("COBRA"). If elected in a timely manner, COBRA
      continuation coverage for you and your eligible dependents will continue
      until the last day of the 18th month following your Retirement Date
      (unless otherwise provided by COBRA). During COBRA continuation coverage,
      you will pay the full cost of this coverage in accordance with the
      procedures of the Company generally applicable to all qualified
      beneficiaries receiving COBRA coverage. At the expiration of your COBRA
      continuation coverage, you will be eligible to elect to continue
      participation in the Company's group health plans until December 31, 2007
      (the end of the month preceding the month in which you reach age 65). If
      you elect such coverage, you will pay the full cost of this coverage by
      paying the applicable COBRA premium, in effect at that time, for the level
      of coverage you elect. You and your eligible dependents' coverage under
      the Company's group health plans will be provided in accordance with the
      terms and provisions of those plans, including participation in applicable
      open enrollment periods. Cynthia Warren can provide you with further
      information regarding this continuation coverage.

5.    Pension Benefits. You are entitled to receive benefits payable to you in
      accordance with the terms of the Company's Revised Pension Plan, 401(k)
      Retirement Savings Plan, Flexible Deferral Plan, Pension Excess Plan and
      Supplemental Executive Retirement Plan. These benefits will be paid at the
      times and in the manner as you have or may elect under the terms of those
      plans. Mike Piazza can answer any questions you may have regarding your
      elections or benefits under the Company's retirement plans.

6.    Exercise of Stock Options. Attachment B to this Agreement is a schedule of
      all outstanding stock options granted by the Company to you. Such options
      may be exercised by you in accordance with the provisions of the
      applicable stock option agreements between the Company and you and in the
      manner specified in the plan pursuant to which such grants were made
      (whether the Company's 2000 Stock Option Plan, the Incentive Plan, or a
      predecessor stock option plan). You should be aware that your options will
      remain exercisable in whole or in part for the period of time after your
      Retirement Date that is set forth in each such stock option agreement (but
      only during the term of each such option).

<PAGE>

Mr. JT Taunton, Jr.
July 26, 2004
Page 3

7.    Notices. Any notice required or permitted to be given under this Agreement
      shall be in writing and placed in the United States Certified Mail,
      addressed to the party entitled to receive said notice, at the following
      addresses:

      (1)    If to You:
             Mr. JT Taunton, Jr.
             167 Seven Bark Trail
             Jacksons Gap, Alabama 36861

      (2)    If to the Company:
             Russell Corporation
             Attn: Legal Department
             3330 Cumberland Blvd., Suite 800
             Atlanta, GA 30339

      or at such other address as may be specified from time to time in notices
      given in accordance with the provisions of this Paragraph 7.

8.    Assignment. Neither this Agreement, nor the rights or obligations of any
      party hereunder, may be assigned without the prior written consent of the
      other party; provided that in the event the Company is acquired by another
      company, is merged into another company, or all or substantially all of
      the Company's assets are transferred to another company, such other
      company shall assume all of the obligations of the Company hereunder, and
      such transaction shall not require your consent for the rights of the
      Company hereunder to be assigned to such other company.

9.    Waiver of Breach. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver
      of any subsequent breach by any party.

10.   Paragraph Headings. The headings of the paragraphs of this Agreement are
      solely for the purpose of convenience and are not a part hereof, and shall
      not be used in the construction or interpretation of any provision.

11.   Modifications. This Agreement may not be changed or modified, nor may any
      provision hereof be waived, except by an agreement in writing executed by
      the party against whom enforcement of the change, modification or waiver
      is asserted.

12.   Succession. This Agreement shall inure to the benefit of and be binding
      upon the parties hereto and their heirs, representatives, successors and
      assigns.

13.   Governing Law. To the extent not preempted by federal law, this Agreement
      shall be construed and interpreted under, and the rights and obligations
      of the parties hereunder shall be controlled and governed by, the laws of
      the State of Alabama.

<PAGE>

Mr. JT Taunton, Jr.
July 26, 2004
Page 4

14.   Release. You, for yourself, your successors, administrators, heirs and
      assigns, hereby fully and generally release, waive and forever discharge
      the Company and its shareholders, directors, officers, employees, agents
      and attorneys, whether past, present or future (the "Released Parties"),
      from any and all actions, suits, debts, demands, damages, claims,
      judgments, liabilities, benefits or other remedial relief of any nature,
      including costs and attorneys' fees, whether known or unknown, including,
      but not limited to, all claims arising out of your employment with or
      separation from the Company, its subsidiaries and affiliates, their
      predecessors, successors, assigns, such as (by way of example only) any
      claim for compensation, severance or other benefits apart from the
      benefits stated herein; breach of contract; wrongful or tortious
      discharge; impairment of economic opportunity; any claim under common law
      or equity; any tort; claims for reimbursements; claims for commissions;
      implied or express employment contracts and/or estoppel; or claims for
      employment discrimination under Title VII of the Civil Rights Act of 1964,
      as amended, the Rehabilitation Act of 1973, as amended, the Americans with
      Disabilities Act of 1990, as amended, the Civil Rights Act of 1866 and
      1991, as amended, or any other state, federal or local law, statute, or
      regulation. You acknowledge and agree that this release, the release
      contained in Paragraph 15, and the covenant not to sue set forth in
      Paragraph 16 are essential and material terms of this Agreement and that,
      without such release and covenant not to sue, no agreement would have been
      reached by the parties and no benefits under the this Agreement would have
      been paid. You understand and acknowledge the significance and
      consequences of this Agreement.

15.   Release of Age Claims. YOU SPECIFICALLY WAIVE AND RELEASE THE COMPANY FROM
      ALL CLAIMS YOU MAY HAVE AS OF THE DATE YOU SIGN THIS AGREEMENT REGARDING
      CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
      1967, AS AMENDED, 29 U.S.C.Section 621 ("ADEA"). THIS PARAGRAPH DOES NOT
      WAIVE RIGHTS OR CLAIMS THAT MAY ARISE UNDER THE ADEA AFTER THE DATE YOU
      SIGN THIS AGREEMENT. YOU FURTHER AGREE: (a) THAT YOUR WAIVER OF RIGHTS
      UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE
      OLDER WORKER'S BENEFIT PROTECTION ACT OF 1990; (b) THAT YOU UNDERSTAND THE
      TERMS OF THIS RELEASE; (c) THAT THE BENEFITS CALLED FOR IN THIS AGREEMENT
      WOULD NOT BE PROVIDED TO ANY EMPLOYEE TERMINATING HIS OR HER EMPLOYMENT
      WITH THE COMPANY WHO DID NOT SIGN A RELEASE SIMILAR TO THIS RELEASE; (d)
      THAT SUCH BENEFITS WOULD NOT HAVE BEEN PROVIDED HAD YOU NOT SIGNED THIS
      RELEASE, AND THAT THE BENEFITS ARE IN EXCHANGE FOR THE SIGNING OF THIS
      RELEASE; (e) THAT YOU HAVE BEEN ADVISED IN WRITING BY THE COMPANY TO
      CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (f) THAT THE
      COMPANY HAS GIVEN YOU A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN
      WHICH TO CONSIDER THIS RELEASE; (g) THAT YOU REALIZE THAT FOLLOWING YOUR

<PAGE>

Mr. JT Taunton, Jr.
July 26, 2004
Page 5

      EXECUTION OF THIS RELEASE YOU HAVE SEVEN (7) DAYS IN WHICH TO REVOKE THIS
      RELEASE BY WRITTEN NOTICE TO THE COMPANY IN ACCORDANCE WITH PARAGRAPH 7;
      AND (h) THAT THIS ENTIRE AGREEMENT SHALL BE VOID AND OF NO FORCE AND
      EFFECT IF YOU CHOOSE TO SO REVOKE, AND IF YOU CHOOSE NOT TO SO REVOKE,
      THAT THIS AGREEMENT AND RELEASE SHALL THEN BECOME EFFECTIVE AND
      ENFORCEABLE.

16.   Covenant Not to Sue. To the maximum extent permitted by law, you covenant
      not to sue or to institute or cause to be instituted any action in any
      federal, state, or local agency or court against any of the Released
      Parties, including but not limited to, any of the claims released in
      Paragraphs 14 or 15 of this Agreement.

17.   Severability. Should any court of competent jurisdiction decide, hold,
      adjudge or decree that any provision, paragraph, clause or term of this
      Agreement is void or unenforceable in whole or as applied in a particular
      situation, such determination shall not affect any other provision of this
      Agreement, and all other provisions of this Agreement shall remain in full
      force and effect in such situation, and all provisions of this Agreement
      shall remain in full force and effect in any and all other situations.

      If the terms and conditions of this letter are acceptable to you, please
sign and date both copies, have them witnessed, and return one signed copy to
me. This letter, when fully executed, shall constitute your retirement agreement
with the Company.

                                          Sincerely,

                                          /s/ Edsel W. Flowers
                                          --------------------------------------
                                          Edsel W. Flowers
                                          Senior Vice President, Human Resources

Agreed and accepted:                                     Date:
/s/ JT Taunton, Jr.                                      7/29/04
---------------------------------
JT Taunton, Jr.

Witness:                                                 Date:

/s/ Susan W. Turner                                      7/29/04
---------------------------------
Name: Susan W. Turner

<PAGE>

                                 ATTACHMENT A-1

<PAGE>

                               RUSSELL CORPORATION
                            EXECUTIVE INCENTIVE PLAN

                           PERFORMANCE SHARE AGREEMENT

Russell Corporation (the "Company") grants to JT Taunton the number of
Performance Shares set forth below, all subject to the terms and conditions, in
the attached Exhibits A and B and in the Russell Corporation Executive Incentive
Plan, as it may from time-to-time be amended (the "Plan"), a copy of which is
attached. Please refer to the Plan documents for definitions of terms used in
this Agreement and Exhibits A and B.

Grant Date             February 11, 2003

Target Number of
  Performance Shares   12,500

Performance Period     January 1, 2003 through December 31, 2005

Performance Goals      Cumulative Earnings Per Share on a fully diluted basis
                        as determined by the Committee for 2004 and 2005
                        ("Cumulative EPS")

<TABLE>
<CAPTION>
                                                       % of Target Number     Number of Shares
Level of Actual Performance      Cumulative EPS       of Performance Shares   of Common Stock
---------------------------  ----------------------   ---------------------   ----------------
<S>                          <C>                      <C>                     <C>
     Below Threshold          [PROVISION REDACTED](*)           0%                      0
     Threshold                [PROVISION REDACTED](*)          50%                  6,250
     Target                   [PROVISION REDACTED](*)         100%                 12,500
     Maximum                  [PROVISION REDACTED](*)         150%                 18,750
</TABLE>

BY ACCEPTING THE GRANT OF PERFORMANCE SHARES, YOU ARE ALSO AGREEING TO BE BOUND
BY THE RESTRICTIVE COVENANTS PROVISION IN PARAGRAPH 14 OF EXHIBIT A.

Please indicate your acceptance of this Agreement and Exhibits A and B by
signing the enclosed copy in the space provided below and returning it to Floyd
G. Hoffman, Senior Vice President, Corporate Development, General Counsel and
Secretary, within 10 days of your receipt.

                                                   Russell Corporation

                                                   By:    /s/Floyd G. Hoffman
                                                        ------------------------

                                                   Its:  Senior Vice President

ACCEPTED AND AGREED:

   /s/JT Taunton, Jr.
---------------------------
JT Taunton

Dated: March 26, 2003


---------------------------
(*) Material omitted pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission (the "SEC"). The omitted material
has been filed separately with the SEC.
<PAGE>

                                    EXHIBIT A
                                       TO
                  RUSSELL CORPORATION EXECUTIVE INCENTIVE PLAN
                           PERFORMANCE SHARE AGREEMENT

      1. Performance Share Grant. The grant of Performance Shares pursuant to
this Agreement provides you with a contractual right to receive a number of
shares of the Company's common stock, $0.01 par value ("Common Stock") based on
the extent to which the Company achieves the performance goals for the
Performance Period. You will not have any rights as a stockholder of the Company
with respect to the Performance Shares granted to you until the applicable
performance goals have been achieved and a certificate for the shares of Common
Stock which you have earned is delivered to you.

      2. Performance Goals. The performance goals for the Performance Period are
based on the Company's cumulative earnings per share on a fully diluted basis
for 2004 and 2005 as adjusted by the Committee (the "Cumulative EPS").

      3. Determination of Cumulative EPS. The Committee will determine
Cumulative EPS based upon the Company's reported earnings per share on a fully
diluted basis for 2004 and 2005. However, for purposes of determining the
Cumulative EPS, the Committee:

      (a) will exclude extraordinary items (as defined by generally accepted
      accounting principles) which are included in the Company's calculation of
      earnings per share, and

      (b) may include or exclude such other unusual or nonrecurring items as it,
      in its sole discretion, determines is necessary or appropriate in order to
      properly determine whether the intended performance goals and awards have
      been achieved.

Cumulative EPS will be determined after subtracting the costs of the awards.

      4. Performance Share Benefit. If you are employed by the Company on
December 31, 2005, you will receive (except as otherwise provided in Sections 5,
8, 9 and 10 herein) a number of shares of Common Stock as soon as practicable
after the end of 2005 equal to the percentage of your Target Number of
Performance Shares based upon the degree to which the performance goals are
satisfied as follows:

LEVEL OF

<TABLE>
<CAPTION>
                                                % OF TARGET NUMBER     NUMBER OF SHARES
PERFORMANCE        CUMULATIVE EPS              OF PERFORMANCE SHARES   OF COMMON STOCK
---------------    --------------              ---------------------   ---------------
<S>                <C>                         <C>                     <C>
Below Threshold    [PROVISION REDACTED](*)              0%                   0

Threshold          [PROVISION REDACTED](*)             50%                --------

Target             [PROVISION REDACTED](*)            100%                --------

Maximum            [PROVISION REDACTED](*)            150%                --------
</TABLE>

For performance between threshold and target and target and maximum, the
applicable percentage will be determined proportionately. For example, if
Cumulative EPS is $4.25, the applicable percentage would be 111.1% (100% plus
.10 (the Cumulative EPS in excess of $4.15) divided by .45 (the difference
between maximum and target) multiplied by 50% (the difference between the
maximum and target percentages)).

(*) Material omitted pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission (the "SEC"). The omitted material has
been filed separately with the SEC.
<PAGE>

      5. Adjustment of Performance Share Benefit. In the event that the
Committee determines that any dividend or other distribution, recapitalization,
stock split, reverse stock split, subdivision, consolidation or reduction of
capital, reorganization, merger, scheme of arrangement, split-up, spin-off or
combination involving the Company or repurchase or exchange of shares of Common
Stock or other rights to purchase such shares or other securities of the
Company, or other similar corporate transaction or event affects the shares of
Common Stock such that any adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee will, in such manner as it may deem equitable, adjust any or all of
the number and type of shares of Common Stock payable with respect to your
Performance Shares.

      6. Termination of Affiliation Prior to 2006. If you have a Termination of
Affiliation prior to January 1, 2006 for any reason other than death or
Disability, you will forfeit your Performance Shares and will not be entitled to
any shares of Common Stock; provided, however, if you have a Termination of
Affiliation prior to January 1, 2006, but before July 1 , 2005 on account of
retirement, the Committee may in its sole discretion determine that you are
entitled to receive part or all of the shares of Common Stock that you would
have earned based upon achieving such performance goals as the Committee in its
sole discretion shall determine.

      7. Termination of Affiliation Due to Death or Disability. If you have a
Termination of Affiliation prior to January 1, 2006 due to death or Disability,
you (or your beneficiary) will receive a pro-rata portion of the benefit (based
on the portion of the 3-year Performance Period that has elapsed prior to the
termination) that you would have earned if you had remained employed through the
end of 2005. For example, if you have a Termination of Affiliation due to death
on January 1, 2005, your beneficiary would be entitled to receive two-thirds of
the number of shares of Common Stock that you would have earned if you remained
employed through the end of 2005 as soon as practicable after the end of 2005.

      8. Change of Control. If a Change of Control (as defined in the Plan)
occurs prior to January 1, 2006, you will receive on the date of the Change of
Control, in full settlement of your Performance Shares, the number of shares of
Common Stock that you would have earned based upon achieving the Maximum
performance goals.

      9. Payment/Deferral of Performance Share Benefit. The number of shares of
Common Stock payable to you with respect to your Performance Shares will be
delivered to you as soon as practicable after the end of 2005 unless you have
properly elected to defer your receipt of some or all of the shares of Common
Stock. You may elect or change an election at any time prior to September 30,
2005 to defer receipt of some or all of the shares until any date on or after
the first business day in January 2007 (but not later than the first business
day of January following your Termination of Affiliation), by completing and
returning the Election Form attached hereto as Exhibit B to the Company in care
of its Secretary.

      10. Mandatory Deferral of Performance Share Benefit. If any portion of the
value of the Common Shares payable to you in any year is not deductible by the
Company in such year under Internal Revenue Code Section 162(m), the
nondeductible portion will be paid to you, in the

                                      -2-
<PAGE>

earliest year or years in which such amount would be deductible subject to any
election made by you under Section 9 deferring receipt of the shares to a later
date.

      11. Dividends on Deferred Shares. If dividends are declared on outstanding
shares of Common Stock after the date on which your earned shares would have
been paid to you except for your deferral election under Section 9 above, or the
mandatory deferral under Section 10 above, the number of your deferred shares
will be increased by a number of shares of Common Stock equal to the dividends
that you would have received on your deferred shares (assuming they were
outstanding shares of Common Stock) divided by the per share price of Common
Stock on the date the dividend is declared.

      12. Whole Shares. The number of shares of Common Stock payable with
respect to Performance Shares will in all instances be rounded down to the
nearest whole number of shares. Any fractional shares will be paid for in cash.

      13. Performance Shares Non-Transferable. The Performance Shares and any
shares of Common Stock for which your receipt has been deferred are not
transferable except by will or the laws of descent and distribution.

      14. Restrictive Covenants. As a condition of receiving the Performance
Shares, you agree as follows:

      (a) Confidentiality. You acknowledge that it is the policy of the Company
      and its subsidiaries to maintain as secret and confidential all valuable
      and unique information and techniques acquired, developed or used by the
      Company and its subsidiaries relating to their businesses, operations,
      employees and customers ("Confidential Information"). You recognize that
      the Confidential Information is the sole and exclusive property of the
      Company and its subsidiaries, and that disclosure of Confidential
      Information would cause damage to the Company and its subsidiaries. You
      shall not at any time disclose or authorize anyone else to disclose any
      Confidential Information or proprietary information that is (i) disclosed
      to or known by you as a result or consequence of or through your
      employment with the Company, (ii) not publicly or generally known outside
      the Company, and (iii) relates in any manner to the Company's business.

      (b) Non-Competition. You agree that during the period beginning on the
      date of your Termination of Affiliation and ending on the first
      anniversary of your Termination of Affiliation, you shall not, without the
      prior written consent of the Company, engage directly or indirectly, as a
      licensee, owner, manager, consultant, officer, employee, director,
      investor or otherwise, in any business in material competition with the
      Company or any of its subsidiaries. This Section 14(b) shall not apply to
      a passive investment by you constituting ownership of less than five
      percent (5%) of the equity of any entity engaged in any business described
      in this Section 14(b) or in Attachment 1 attached hereto.

      (c) Non-Solicitation. You agree that during the period beginning on the
      date of your Termination of Affiliation and ending on the first
      anniversary of your Termination of Affiliation, you shall not, directly or
      indirectly:

                                      -3-
<PAGE>

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

            2. solicit the employment or engagement as a consultant or adviser,
            of any employee or agent of the Company (other than by the Company
            or its affiliates), or cause or encourage any person or entity to do
            any of the foregoing;

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

            4. interfere with the relationship of the Company with, or endeavor
            to entice away from the Company, any person who or any entity which,
            at any time during the period commencing one year prior to the date
            of your Termination of Affiliation was or is a material customer or
            material supplier of, or maintained a material business relationship
            with, the Company.

      (d) Forfeiture and Repayment. In addition to the other remedies the
      Company may seek, including, without limitation, any remedies at law or in
      equity, you and the Company specifically agree that, in the event that you
      breach any of your obligations under this Section 14, (i) you shall
      forfeit any and all Performance Shares and any shares of Common Stock
      granted to you by the Company, (ii) you shall return to the Company any
      and all Performance Shares and any shares of Common Stock granted to or
      received by you, and (iii) to the extent any Performance Shares or shares
      of Common Stock granted to you by the Company have been sold by you, you
      shall pay to the Company an amount equal to the greater of (1) the fair
      market value of such Performance Shares and/or shares of Common Stock on
      the date of your Termination of Affiliation, or (2) the fair market value
      of such Performance Shares and/or shares of Common Stock on their date or
      dates of sale.

      15. Taxes. The Company is not required to issue shares of Common Stock to
you unless you first pay, in cash, or by Share withholding to the Company such
amount, if any, of Required Withholding.

      16. No Right to Employment or Affiliation. Nothing in this Agreement shall
interfere with or limit in any way the right of the Company to terminate your
employment at any time, nor confer upon you the right to continue in the employ
of the Company.

      17. Amendments. This Agreement may be amended only by a writing executed
by the Company and you which specifically states that it is amending this
Agreement; provided that this Agreement is subject to the power of the Board to
amend the Plan as provided therein, except that no such amendment shall
adversely affect your rights under this Agreement without your consent.

      18. Notices. Any notice to be given under the terms of this Agreement to
the Company shall be addressed to the Company in care of its Secretary. Any
notice to be given to you shall be addressed to you at the address listed in the
Company's records. By a notice given pursuant to

                                      -4-
<PAGE>

this Section, either party may designate a different address for notices. Any
notice shall have been deemed given when actually delivered.

      19. Severability. If any part of this Agreement is declared by any court
or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any part of this Agreement not declared
to be unlawful or invalid. Any part so declared unlawful or invalid shall, if
possible, be construed in a manner which gives effect to the terms of such part
to the fullest extent possible while remaining lawful and valid. Additionally,
if any of the covenants in Section 14 are determined by a court to be
unenforceable in whole or in part because of such covenant's duration or
geographical or other scope, such court shall have the power to modify the
duration or scope of such provision as the case may be, so as to cause such
covenant, as so modified, to be enforceable.

      20. Applicable Law. This Agreement shall be governed by the substantive
laws of Alabama.

                                      -5-
<PAGE>

                                    EXHIBIT B

                               RUSSELL CORPORATION
                            EXECUTIVE INCENTIVE PLAN
                           PERFORMANCE SHARE AGREEMENT
                                  ELECTION FORM

I, ___________________________________, a participant in the Russell Corporation
Executive Incentive Plan (the "Plan"), hereby elect to defer receipt of the
shares that I may earn as a result of my Performance Shares, as follows:

                  PERFORMANCE SHARE GRANT DATE: ______________, 2003

                  Target Number of Performance Shares: _________________

                  Shares Which are to be Deferred:

                        (a) [ ] I elect to defer all of the shares that I earn

                        (b) [ ] I elect to defer ______% of all of the shares
                                that I earn

                               (Please Check One)

                  DEFERRED PAYMENT DATE

                  [ ]   I elect to receive the shares that I have elected to
                        defer on the earlier of:

                        (a)   _______________ (insert a date on or after the
                              first business day in January 2007); and

                        (b)   the first business day of January next following
                              the year in which I have a Termination of
                              Affiliation.

                  [ ]   I elect to receive the shares that I have elected to
                        defer on the first business day of January next
                        following the year in which I have a Termination of
                        Affiliation.

                               (Please Check One)

(By making this election or changing the election prior to September 30, 2005,
you are permitted to defer the date that you are taxed on your earned shares --
from 2006 to the deferred date that you actually receive the shares. You should
consult with your personal financial and tax advisors regarding the federal,
state and local income tax implications of making this election.) Upon a Change
of Control, all of your deferred shares will be delivered to you notwithstanding
your election herein.

<PAGE>

Mr. JT Taunton, Jr.
July __, 2004
Page 2

_________________________________               ________________________________
      Executive's Signature                                  Date

(Please print)
               _______________________  _____________________  _________________
               First Name               Last Name              Middle Initial

               _________________________________________________________________
               Address (No. & Street)

               _______________________  _____________________  _________________
               City                     State                  Zip Code

               __________________________________________
               Social Security/Taxpayer Id. No.

FOR COMPANY USE ONLY:

Received by:___________________________________    Date:________________________

                                      -2-
<PAGE>

                               RUSSELL CORPORATION
                            EXECUTIVE INCENTIVE PLAN

                    2004-2005 TIME LAPSE RESTRICTED SHARE AND
                           PERFORMANCE SHARE AGREEMENT

Russell Corporation (the "Company") grants to JT Taunton the number of Time
Lapse Restricted Shares and Performance Shares set forth below, all subject to
the terms and conditions, in the attached Exhibits A and B and in the Russell
Corporation Executive Incentive Plan, as it may from time-to-time be amended
(the "Plan"), a copy of which is attached. Please refer to the Plan documents
for definitions of terms used in this Agreement and Exhibits A and B.

-     Grant Date:                      July 20, 2004

-     Time Lapse Restricted Shares:

            Number of Shares:          6,500

            Vesting Date:              January 1, 2006

-     Performance Shares:

            Target Number of
            Performance Shares:        6,000

            Performance Period:        January 1, 2004 through December 31, 2005

            Performance Goals:         Cumulative Earnings Per Share on a fully
                                       diluted basis as determined by the
                                       Committee for 2004 and 2005
                                       ("Cumulative EPS")

<TABLE>
<CAPTION>
                                                           % of Target Number           Number of Shares
Level of Actual Performance       Cumulative EPS           of Performance Shares         of Common Stock
---------------------------       --------------           ---------------------         ---------------
<S>                               <C>                      <C>                           <C>
     Below Threshold              [PROVISION REDACTED](*)          0.0%
     Threshold                    [PROVISION REDACTED](*)         33.3%                       2,000
     Target                       [PROVISION REDACTED](*)          100%                       6,000
     Maximum                      [PROVISION REDACTED](*)          150%                       9,000

</TABLE>

BY ACCEPTING THE GRANT OF TIME LAPSE RESTRICTED SHARES AND PERFORMANCE SHARES,
YOU ARE ALSO AGREEING TO BE BOUND BY THE RESTRICTIVE COVENANTS PROVISION IN
PARAGRAPH D OF EXHIBIT A.

Please indicate your acceptance of this Agreement and Exhibits A and B by
signing the enclosed copy in the space provided below and returning it to Ed
Flowers, SVP Human Resources, within 10 days of your receipt.

(*) Material omitted pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission (the "SEC"). The omitted material has
been filed separately with the SEC.
<PAGE>

                                        Russell Corporation

                                        By:   /s/ Edsel W. Flowers
                                              ----------------------------------
                                        Its:  Senior Vice President, Human
                                              Resources

ACCEPTED AND AGREED:

/s/ JT Taunton, Jr.
-----------------------------------
            [name]

Dated: July 29, 2004

                                      -2-
<PAGE>

                                    EXHIBIT A
                                       TO
                  RUSSELL CORPORATION EXECUTIVE INCENTIVE PLAN
           2004-2005 TIME LAPSE RESTRICTED SHARE AND PERFORMANCE SHARE
                                AWARD AGREEMENT

A.    TIME LAPSE RESTRICTED SHARES

1. GRANT OF RESTRICTED SHARES. The Grant of Time Lapse Restricted Shares
pursuant to this Agreement provides you with ownership in a number of shares of
the Corporation's Common Stock, $0.01 par value ("Common Stock") which will
become fully vested and non-forfeitable on January 1, 2006. While the
restrictions are in effect, the shares covered by the restricted stock award are
not transferable by you by means of sale, assignment, exchange, pledge, or
otherwise.

2. STOCK CERTIFICATES. A stock certificate evidencing this award will be
registered in your name on the Corporation's books as of the Award Date and
maintained in the custody of the Corporation until the Time Lapse Restricted
Shares are vested (i.e., the restrictions lapse) [unless you have elected to
convert to Deferred Shares pursuant to Section 10.2 of the Incentive Plan by
executing the attached Deferred Share Election Form.] While the restrictions are
in effect, you will be entitled to all rights of a shareholder, except as noted
in the Incentive Plan or elsewhere in this Agreement.

3. PAYMENT/DEFERRED SHARE BENEFIT/TAXES.

      (a)   The number of shares of Common Stock payable to you with respect to
            your Time Lapse Restricted Shares will be delivered to you as soon
            as practicable after January 1, 2006, unless you have elected to
            defer your receipt of some or all of the shares of Common Stock by
            completing and returning the Election Form attached hereto as
            Exhibit B to the Corporation in care of its Secretary.

      (b)   The Corporation is not required to issue shares of Common Stock to
            you unless you first pay, in cash, or by Share withholding to the
            Corporation such amount, if any, of Required Withholding.

4. CASH DIVIDENDS. Subject to the restrictions and conditions as described in
the Incentive Plan, cash dividends payable on the Restricted Shares will be
escrowed on your behalf at the time that dividends are paid to other holders of
the Common Stock. Interest will be credited to escrowed dividend balances at a
rate equal to the 3-month LIBOR rate as quoted in The Wall Street Journal on the
day dividends are paid on the Restricted Shares. The escrowed dividends and
accumulated interest attributable to the Restricted Shares upon which the
restrictions have lapsed will be paid to you upon the lapse of the restrictions
and any escrowed dividends and accumulated interest attributable to Restricted
Shares which have been forfeited shall also be forfeited.

                                        1
<PAGE>

5. WHOLE SHARES. The number of shares of Common Stock payable with respect to
Time Lapse Restricted Shares will in all instances be rounded down to the
nearest whole number of shares. Any fractional shares will be paid for in cash.

6. ADJUSTMENT OF TIME LAPSE RESTRICTED SHARES. In the event that the Committee
determines that any dividend or other distribution, recapitalization, stock
split, reverse stock split, subdivision, consolidation or reduction of capital,
reorganization, merger, scheme of arrangement, split-up, spin-off or combination
involving the Corporation or repurchase or exchange of shares of Common Stock or
other rights to purchase such shares or other securities of the Corporation, or
other similar corporate transaction or event affects the shares of Time Lapse
Restricted Shares such that any adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee will, in such manner as it may deem equitable, adjust any or all of
the number and type of shares of Common Stock payable with respect to your Time
Lapse Restricted Shares.

B.    PERFORMANCE SHARES

1. PERFORMANCE SHARE GRANT. The grant of Performance Shares pursuant to this
Agreement provides you with a contractual right to receive a number of shares of
the Corporation's common stock, $0.01 par value ("Common Stock") based on the
extent to which the Corporation achieves the performance goals for the
Performance Period. You will not have any rights as a stockholder of the
Corporation with respect to the Performance Shares granted to you until the
applicable performance goals have been achieved and a certificate for the shares
of Common Stock which you have earned is delivered to you.

2. PERFORMANCE GOALS. The performance goals for the Performance Period are
based on the Corporation's cumulative earnings per share on a fully diluted
basis for 2004 and 2005 as adjusted by the Committee (the "Cumulative EPS").

3. DETERMINATION OF CUMULATIVE EPS. The Committee will determine Cumulative EPS
based upon the Corporation's reported earnings per share on a fully diluted
basis for 2004 and 2005. However, for purposes of determining the Cumulative
EPS, the Committee:

      (a)   will exclude extraordinary items (as defined by generally accepted
            accounting principles) which are included in the Corporation's
            calculation of earnings per share, and

      (b)   may include or exclude such other unusual or nonrecurring items as
            it, in its sole discretion, determines is necessary or appropriate
            in order to properly determine whether the intended performance
            goals and awards have been achieved.

Cumulative EPS will be determined after subtracting the costs of the awards.

                                       -2-
<PAGE>

4. PERFORMANCE SHARE BENEFIT. If you are employed by the Corporation on
December 31, 2005, you will receive (except as otherwise provided in Sections 5,
8, 9 and 10 herein) a number of shares of Common Stock as soon as practicable
after the end of 2005 equal to the percentage of your Target Number of
Performance Shares based upon the degree to which the performance goals are
satisfied as follows:

<TABLE>
<CAPTION>
 LEVEL OF                                            % OF TARGET NUMBER         NUMBER OF SHARES
PERFORMANCE                CUMULATIVE EPS            OF PERFORMANCE SHARES       OF COMMON STOCK
-----------                --------------            ---------------------      ----------------
<S>                        <C>                       <C>                        <C>
Below Threshold            [PROVISION REDACTED](*)            0.0%                          0
     Threshold             [PROVISION REDACTED](*)           33.3%                      2,000
     Target                [PROVISION REDACTED](*)            100%                      6,000
     Maximum               [PROVISION REDACTED](*)            150%                      9,000
</TABLE>

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

(*)      Material omitted pursuant to a request for confidential treatment
         filed with the Securities and Exchange Commission (the "SEC"). The
         omitted material has been filed separately with the SEC.

For performance between threshold and target and target and maximum, the
applicable percentage will be determined proportionately. Exhibit C is an
example of possible payouts.

      5. ADJUSTMENT OF PERFORMANCE SHARE BENEFIT. In the event that the
Committee determines that any dividend or other distribution, recapitalization,
stock split, reverse stock split, subdivision, consolidation or reduction of
capital, reorganization, merger, scheme of arrangement, split-up, spin-off or
combination involving the Corporation or repurchase or exchange of shares of
Common Stock or other rights to purchase such shares or other securities of the
Corporation, or other similar corporate transaction or event affects the shares
of Common Stock such that any adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee will, in such manner as it may deem equitable, adjust any or all of
the number and type of shares of Common Stock payable with respect to your
Performance Shares.

      6. PAYMENT/DEFERRAL OF PERFORMANCE SHARE BENEFIT. The number of shares of
Common Stock payable to you with respect to your Performance Shares will be
delivered to you as soon as practicable after the end of 2005 unless you have
properly elected to defer your receipt of some or all of the shares of Common
Stock. You may elect or change an election at any time prior to September 30,
2005 to defer receipt of some or all of the shares until any date on or after
the first business day in January 2007 (but not later than the first business
day of January following your Termination of Affiliation), by completing and
returning the Election Form attached hereto as Exhibit B to the Corporation in
care of its Secretary.

      7. MANDATORY DEFERRAL OF PERFORMANCE SHARE BENEFIT. If any portion of the
value of the Common Shares payable to you in any year is not deductible by the
Corporation in such year under Internal Revenue Code Section 162(m), the
nondeductible portion will be paid to you, in the earliest year or years in
which such amount would be deductible subject to any election made by you under
Section 6 deferring receipt of the shares to a later date.

(*) Material omitted pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission (the "SEC"). The omitted material
has been filed separately with the SEC.


                                      -3-
<PAGE>

      8. DIVIDENDS ON DEFERRED SHARES. If dividends are declared on outstanding
shares of Common Stock after the date on which your earned shares would have
been paid to you except for your deferral election under Section 6 above, or the
mandatory deferral under Section 7 above, the number of your deferred shares
will be increased by a number of shares of Common Stock equal to the dividends
that you would have received on your deferred shares (assuming they were
outstanding shares of Common Stock) divided by the per share price of Common
Stock on the date the dividend is declared.

      9. WHOLE SHARES. The number of shares of Common Stock payable with respect
to Performance Shares will in all instances be rounded down to the nearest whole
number of shares. Any fractional shares will be paid for in cash.

      10. PERFORMANCE SHARES NON-TRANSFERABLE. The Performance Shares and any
shares of Common Stock for which your receipt has been deferred are not
transferable except by will or the laws of descent and distribution.

C.    FORFEITURE OF TIME LAPSE RESTRICTED SHARES AND PERFORMANCE SHARES

      (i)       TERMINATION OF AFFILIATION PRIOR TO 2006. If you have a
            Termination of Affiliation prior to January 1, 2006 for any reason
            other than death or Disability, you will forfeit your Time Lapse
            Restricted Shares and your Performance Shares; provided, however, if
            you have a Termination of Affiliation prior to January 1, 2006, but
            after July 1, 2005, on account of retirement, the Committee may in
            its sole discretion determine that you are entitled to receive part
            or all of the Time Lapse Restricted Shares and Performance Shares
            that you would have earned based upon achieving such performance
            goals as the Committee in its sole discretion shall determine.

      (ii)      TERMINATION OF AFFILIATION DUE TO DEATH OR DISABILITY. If you
            have a Termination of Affiliation prior to January 1, 2006 due to
            death or Disability, you (or your beneficiary) will receive a
            pro-rata portion of the Time Lapse Restricted Shares and the benefit
            (based on the portion of the 2-year Performance Period that has
            elapsed prior to the termination) that you would have earned if you
            had remained employed through the end of 2005. For example, if you
            have a Termination of Affiliation due to death on January 1, 2005,
            your beneficiary would be entitled to receive one half of the Time
            Lapse Restricted Shares and one half of the number of shares of
            Performance Shares that you would have earned if you remained
            employed through the end of 2005 as soon as practicable after the
            end of 2005.

      (iii)     CHANGE OF CONTROL. If a Change of Control (as defined in the
            Plan) occurs prior to January 1, 2006, you will receive on the date
            of the Change of Control, in full settlement of your Time Lapse
            Restricted Shares and your Performance Shares, a cash payment equal
            to the fair market value of the pro-rata portion of the Time Lapse
            Restricted Shares based on the portion of the Performance Period
            that has elapsed prior to the Change of Control and the shares of
            Common Stock (based on the portion of the Performance

                                       -4-
<PAGE>

            Period that has elapsed prior to the Change of Control) that you
            would have earned based upon achieving Target performance goals (or
            if higher, the actual performance assuming performance prior to the
            Change of Control continued through the end of the Performance
            Period).

D. RESTRICTIVE COVENANTS. As a condition of receiving these rights to the Time
Lapse Restricted Shares, and the Performance Shares, you agree as follows:

      1. CONFIDENTIALITY. You acknowledge that the Corporation may disclose
      (and/or has already disclosed) to you for use in your employment, and that
      you may be provided access to and otherwise make use of, acquire, create,
      or add to, certain valuable, confidential, proprietary, and secret
      information of the Corporation (whether tangible or intangible and whether
      or not electronically kept or stored), including financial statements,
      drawings or sketches, photographs, product or other designs, manuals,
      business plans, business rules, business methods, business practices,
      market studies, methods, graphs, strategies, techniques, processes,
      procedures, formulas, inventions, marketing and pricing data, pricing
      policies or lists, customer and prospect lists and contacts, contracts,
      sources and identity of vendors and contractors, financial information of
      customers and the Corporation, customer buying habits or requirements,
      product specifications or preferences, computer software and programs
      (including object code and source code), computer database systems, and
      other proprietary documents, materials, or information regarding (or
      otherwise obtained by) the Corporation, its businesses and activities, or
      the manner in which the Corporation does business, which is valuable to
      the Corporation in conducting its business because the information is kept
      confidential and is not generally known to the Corporation's competitors
      or to the general public ("Confidential Information" ). Confidential
      Information does not include information generally known or easily
      obtained from public sources or public records (unless you cause such
      Confidential Information to become generally known or easily obtained
      therefrom).

      You further acknowledge that (i) it is the policy of the Corporation and
      its subsidiaries to maintain as secret and confidential all such
      Confidential Information, (ii) the Confidential Information is the sole
      and exclusive property of the Corporation and its subsidiaries, and (iii)
      disclosure of Confidential Information would cause damage to the
      Corporation and its subsidiaries.

      Consequently, to the extent that any of the Confidential Information rises
      to the level of a trade secret under applicable law, then you shall,
      during your employment and for as long thereafter as such Confidential
      Information remains a trade secret (or for the maximum period of time
      otherwise allowed under applicable law), protect and maintain the
      confidentiality of such trade secrets and refrain from disclosing,
      copying, or using any

                                      -5-
<PAGE>

      such trade secrets without the Corporation's prior written consent, except
      as necessary in your performance of your duties while employed with the
      Corporation.

      To the extent that the Confidential Information defined above does not
      rise to the level of a trade secret under applicable law, then you shall,
      during your employment and for a period of two (2) years following any
      voluntary or involuntary termination of your employment with the
      Corporation (regardless of the reason), protect and maintain the
      confidentiality of the Confidential Information and refrain from
      disclosing, copying, or using any Confidential Information without the
      Corporation's prior written consent, except as necessary in your
      performance of your duties while employed with the Corporation.

      2. NON-COMPETITION. You agree that, during your employment and for a
      period of one (1) year following any voluntary or involuntary termination
      of your employment with the Corporation (regardless of the reason), you
      shall not, directly or indirectly, compete with the Corporation by working
      for or engaging in a "Competitive Business" (as defined below), within the
      Territory (as defined below) in a capacity in which you perform, or have,
      duties and responsibilities that are identical to or substantially similar
      to those you performed or had while you worked at the Corporation.

      This Section D-2 shall not apply to a passive investment by you
      constituting ownership of less than five percent (5%) of the equity of any
      entity comprising a "Competitive Business."

      For purposes of this Agreement, (i) the "Territory" shall be defined to be
      that geographic area within a forty (40) mile air radius from the
      Corporation's office location (at which you work) at 755 Lee Street,
      Alexander City, AL and (ii) "Competitive Business" shall be defined as an
      enterprise that is in the business of providing services and/or products
      in the apparel industry, which services and/or products are substantially
      similar or identical to those offered by the Corporation during your
      employment with the Corporation. You acknowledge that the Corporation
      conducts its business within the Territory, that you will perform services
      for and on behalf of the Corporation within the Territory, and that this
      Section (and the Territory) is a reasonable limitation on your ability to
      compete with the Corporation.

      3. NON-SOLICITATION. You agree that, during your employment and for a
      period of one (1) year following any voluntary or involuntary termination
      of your employment with the Corporation (regardless of the reason), you
      shall not, directly or indirectly:

            (1) encourage, solicit, support, or recruit (or otherwise assist any
            person or entity in encouraging, soliciting, supporting, or
            recruiting) any employee or independent contractor of the
            Corporation who performed work for the Corporation within the final
            year of your employment with the Corporation to terminate his or her
            relationship with the Corporation;

                                      -6-
<PAGE>

            (2) hire or retain (or otherwise assist any person or entity in
            hiring or retaining) any employee or independent contractor of the
            Corporation who performed work for the Corporation within the final
            year of your employment with the Corporation, until such employee or
            independent contractor has ceased working for the Corporation for at
            least six months;

            (3) contact, solicit, divert, appropriate, or call upon with the
            intent of doing business with the customers or suppliers of the
            Corporation with whom you have had material contact during the final
            year of your employment with the Corporation (including prospective
            customers or suppliers of the Corporation with whom you had such
            contact during such period), if the purpose of such activity is
            either (1) to solicit these customers or suppliers (or prospective
            customers or suppliers) for a Competitive Business as defined above
            (including but not limited to any Competitive Business started by
            you) or (2) to otherwise encourage any such customer or supplier to
            discontinue, reduce, or adversely alter the amount of its business
            with the Corporation.

            You acknowledge that due to your relationship with the Corporation,
            you will develop (and/or have developed) special contacts and
            relationships with the Corporation's customers and suppliers (and
            prospective customers and suppliers), and that it would be unfair
            and harmful to the Corporation if you took advantage of these
            relationships in a Competitive Business.

      4. RETURN OF CORPORATION PROPERTY. Upon any voluntary or involuntary
      termination of your employment with the Corporation (regardless of the
      reason) and at any time upon request of the Corporation, you agree to
      immediately return to the Corporation all property of the Corporation
      (including but not limited to all documents, paper files, customer files,
      electronic files, records, computer disks, computers, or other tangible or
      intangible things that may or may not relate to or otherwise comprise
      Confidential Information or trade secrets (as defined by applicable law))
      that you created, used, possessed or maintained while working for the
      Corporation from whatever source and whenever created, including all
      reproductions or excerpts thereof.

      You acknowledge that all title, right and interest to all such property
      (including but not limited to Confidential Information and trade secrets)
      is vested exclusively in the Corporation and that you retain no title,
      right or interest to such property.

      5. INJUNCTIVE RELIEF. You acknowledge that it would be difficult to
      calculate the Corporation's damages from your breach of any of those
      obligations in this Section, that such breach would cause the Corporation
      irreparable injury and damages, and that money damages would therefore be
      an inadequate remedy. Accordingly, upon such breach, you acknowledge that
      the Corporation may seek and shall be entitled to temporary, preliminary,
      and/or permanent injunctive relief against you, and/or other appropriate

                                      -7-
<PAGE>

      orders to restrain such breach. Nothing in this provision shall limit the
      Corporation from seeking any other damages or relief provided by
      applicable law for breach of this Agreement or any section or provision of
      this Agreement.

      6. FORFEITURE AND REPAYMENT. In addition to any remedies the Corporation
      may seek in equity, you and the Corporation specifically agree that, in
      the event that you breach any of your obligations under this Section (i)
      you shall forfeit any and all Time Lapse Restricted Shares and any shares
      of Common Stock granted or to be granted to you by the Corporation, (ii)
      you shall return to the Corporation any and all Restricted Shares and
      shares of Common Stock granted to or received by you, and (iii) to the
      extent any Restricted Shares or shares of Common Stock granted to you by
      the Corporation have been sold by you, you shall pay to the Corporation an
      amount equal to the greater of (1) the fair market value of such
      Restricted Shares and/or shares of Common Stock on the date of your
      Termination of Affiliation, or (2) the fair market value of such
      Restricted Shares and/or shares of Common Stock on their date or dates of
      sale.

E.    AMENDMENTS OF PRIOR AGREEMENTS.

1. In consideration of the grant of the Time Lapse Restricted Shares, you agree
that (i) the grants under this Agreement are in lieu of any grants under the
Executive Incentive Plan or the 2000 Stock Option Plan by reason of being a new
hire or promotion, (ii) any stock option grant that you received either under
Executive Incentive Plan or the 2000 Stock Option Plan which includes reload
stock options shall be amended by deleting the right to receive Reload Stock
Option grants as described in the Agreement and in paragraph 1(b) of Exhibit A
to the Agreement, and (iii) the Performance Share Award Agreement between you
and the Corporation, shall be amended by deleting the term "50% as the threshold
percentage of target number of performance shares and in lieu thereof, the term
"0%" shall be inserted. Accordingly, as a result of this amendment, the
Performance Share Award Agreement shall provide as follows:

<TABLE>
<CAPTION>
                                                                       % of Target Number
Level of Actual Performance                 Cumulative EPS            of Performance Shares
---------------------------             -----------------------       ---------------------
<S>                                     <C>                           <C>                            <C>

      Threshold                         [PROVISION REDACTED](*)                 0%                         0
      Target                            [PROVISION REDACTED](*)               100%                    12,500
      Maximum                           [PROVISION REDACTED](*)               150%                    18,750
</TABLE>

F.    OTHER PROVISIONS

      1.    NO RIGHT TO EMPLOYMENT OR AFFILIATION. Nothing in this Agreement
            shall interfere with or limit in any way the right of the
            Corporation to terminate your

(*) Material omitted pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission (the "SEC"). The omitted material
has been filed separately with the SEC.

                                      -8-
<PAGE>

            employment at any time, nor confer upon you the right to continue in
            the employ of the Corporation.

      2.        AMENDMENTS. This Agreement may be amended only by a writing
            executed by the Corporation and you which specifically states that
            it is amending this Agreement; provided that this Agreement is
            subject to the power of the Board to amend the Plan as provided
            therein, except that no such amendment shall adversely affect your
            rights under this Agreement without your consent.

      3.        NOTICES. Any notice to be given under the terms of this
            Agreement to the Corporation shall be addressed to the Corporation
            in care of its Secretary. Any notice to be given to you shall be
            addressed to you at the address listed in the Corporation's records.
            By a notice given pursuant to this Section, either party may
            designate a different address for notices. Any notice shall have
            been deemed given when actually delivered.

      4.        SEVERABILITY. If any part of this Agreement is declared by any
            court or governmental authority to be unlawful or invalid, such
            unlawfulness or invalidity shall not serve to invalidate any part of
            this Agreement not declared to be unlawful or invalid. Any part so
            declared unlawful or invalid shall, if possible, be construed in a
            manner which gives effect to the terms of such part to the fullest
            extent possible while remaining lawful and valid.

      5.        APPLICABLE LAW. This Agreement shall be governed by the
            substantive laws of Alabama.

      6.        NO BAR. You acknowledge and agree that the existence of any
            claim or cause of action against the Corporation shall not
            constitute a defense to the enforcement by the Corporation of your
            covenants, obligations, or undertakings in this Agreement, including
            but not limited to those contained in Section D.

      7.        SUPERSEDE. The covenants contained in Section D hereof supersede
            and take the place of any covenants contained in any prior agreement
            between you and the Corporation, and any covenants in such prior
            agreement shall be of no force or effect.

      8.        CAPITALIZED TERMS. Unless otherwise indicated, capitalized terms
            in this Agreement shall have the definition and meaning set forth
            for such terms in the Corporation's Executive Incentive Plan.

                                      -9-
<PAGE>

                                    EXHIBIT B

                               RUSSELL CORPORATION
                            EXECUTIVE INCENTIVE PLAN
                           PERFORMANCE SHARE AGREEMENT
                                  ELECTION FORM

I, JT Taunton, a participant in the Russell Corporation Executive Incentive Plan
(the "Plan"), hereby elect to defer receipt of the shares that I may earn as a
result of my Performance Shares, as follows:

                  PERFORMANCE SHARE GRANT DATE: JULY 20, 2004

                  Target Number of Performance Shares: 6,000

                  Shares Which are to be Deferred:

                        (a) [ ] I elect to defer all of the shares that I earn

                        (b) [ ] I elect to defer ______% of all of the shares
                                that I earn

                               (Please Check One)

                  DEFERRED PAYMENT DATE

                  [  ]  I elect to receive the shares that I have elected to
                        defer on the earlier of:

                        (a)   _______________ (insert a date on or after the
                              first business day in January 2007); and

                        (b)   the first business day of January next following
                              the year in which I have a Termination of
                              Affiliation.

                  [ ]   I elect to receive the shares that I have elected to
                        defer on the first business day of January next
                        following the year in which I have a Termination of
                        Affiliation.

                               (Please Check One)

                                        1
<PAGE>

(By making this election or changing the election prior to September 30, 2005,
you are permitted to defer the date that you are taxed on your earned shares --
from 2006 to the deferred date that you actually receive the shares. You should
consult with your personal financial and tax advisors regarding the federal,
state and local income tax implications of making this election.) Upon a Change
of Control, all of your deferred shares will be delivered to you notwithstanding
your election herein.

_______________________________________          _______________________________
        Executive's Signature                                Date

(Please print)
                ___________________________   _________________   ______________
                First Name                    Last Name           Middle Initial

                ________________________________________________________________
                  Address (No. & Street)

                ___________________________   _________________   ______________
                City                          State               Zip Code

                ____________________________________________
                  Social Security/Taxpayer Id. No.

FOR COMPANY USE ONLY:

Received by:___________________________________    Date:________________________

                                       -2-
<PAGE>

                                    EXHIBIT C

FOR BETWEEN THRESHOLD AND
CUMULATIVE EPS

<TABLE>
<CAPTION>
ASSUMPTIONS
-----------------------------
<S>                                  <C>   <C>
      Threshold EPS                  =     [PROVISION REDACTED](*)
       Target EPS                    =     [PROVISION REDACTED](*)
       Actual EPS                    =     [PROVISION REDACTED](*)
       Threshold %                   =          33.33%
        Target %                     =         100.00%
</TABLE>

<TABLE>
<CAPTION>
CALCULATIONS
-----------------------------------
<S>                                  <C>   <C>
  Actual EPS - Threshold EPS         =     [PROVISION REDACTED](*)
  Target EPS - Threshold EPS         =     [PROVISION REDACTED](*)

 (Actual EPS - Threshold EPS)
                                     =           69.4%  <-----  Result 1
 (Target EPS - Threshold EPS)

Target % - Threshold %               =          66.67% <-----  Result 2

Result 1   x Result 2 + Threshold %  =             80% <-----  Final Payout
</TABLE>

FOR BETWEEN TARGET AND
CUMULATIVE EPS

<TABLE>
<CAPTION>
ASSUMPTIONS
-----------------------------------
<S>                                  <C>   <C>
       Target EPS                    =     [PROVISION REDACTED](*)
      Maximum EPS                    =     [PROVISION REDACTED](*)
      Actual EPS                     =     [PROVISION REDACTED](*)
       Target %                      =          100.0%
        Max %                        =          150.0%
</TABLE>

<TABLE>
<CAPTION>
CALCULATIONS
-----------------------------------
<S>                                  <C>   <C>
   Actual EPS - Target EPS           =     [PROVISION REDACTED](*)
 Maximum EPS- Target EPS             =     [PROVISION REDACTED](*)

  (Actual EPS - Target EPS)

 (Maximum EPS - Target EPS)          =           10.3% <-----  Result 1

Max % - Target %                     =           50.0% <-----  Result 2

Result 1 x Result 2                  =           5.13% <-----  Result 3

Result 3 + Target %                  =            105% <-----  Final Payout
</TABLE>

(*) Material omitted pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission (the "SEC"). The omitted material
has been filed separately with the SEC.


                                       1
<PAGE>

                                                                  ATTACHMENT A-2

            DESIGNATION OF BENEFICIARY FOR LONG-TERM INCENTIVE AWARDS
             UNDER THE RUSSELL CORPORATION EXECUTIVE INCENTIVE PLAN

      I, the undersigned JT Taunton, Jr., recipient of 2003 and 2004 grants
under the Russell Corporation Executive Incentive Plan of performance shares and
time-lapsed restricted stock (collectively, the "Incentive Grants"), do hereby
designate the following named person(s), trust(s), or estate as the beneficiary
(or beneficiaries) to receive any shares of Common Stock of Russell Corporation
payable to me pursuant to the terms of such Incentive Grants and that certain
letter agreement, dated as of July 26, 2004, by and between Russell Corporation
and me (the "Letter Agreement"), in the event of my death prior to January 1,
2006. I do further revoke any designation(s) previously made by me with respect
thereto, and I do reserve the right to change the beneficiary (beneficiaries)
designated by me herein. If more than one beneficiary is so designated, in the
event of my death prior to January 1, 2006 the total benefit payable pursuant to
the terms of the Incentive Grants and the Letter Agreement is to be divided
among the named beneficiaries (by the percentages indicated in the spaces
provided).

<TABLE>
<CAPTION>
       NAME AND ADDRESS OF                                           PERCENTAGE
       PRIMARY BENEFICIARY                     RELATIONSHIP          OF BENEFIT
------------------------------------        ------------------       -----------
<S>                                         <C>                      <C>
1. Name  Nancy P. Taunton                         Wife                   100%
   Address  167 Seven Bark Trail             Jacksons Gap, AL          36861
2. Name ____________________________        __________________       ___________
   Address__________________________        __________________       ___________
</TABLE>

(If additional Primary Beneficiaries are to be named, attach an additional sheet
setting forth the information requested above.)

  NAME AND ADDRESS OF
  ALTERNATE BENEFICIARY
  (In the event the Primary Beneficiary
  (Beneficiaries) is (are) not living
   at the date of my death)

<TABLE>
<CAPTION>
                                                                   PERCENTAGE
                                              RELATIONSHIP         OF BENEFIT
                                           -------------------     ----------
<S>                                        <C>                     <C>
1. Name  Derek Lee Taunton                 Son                          50%

   Address  42 Tallisi Drive               Alexander City, AL        35010

2. Name David Brent Taunton                Son                          50%

   Address 3488 Essex Avenue               Atlanta, GA               30339
</TABLE>

                                                  /s/  JT Taunton, Jr.
                                                  ------------------------------
                                                  Employee Signature
                                                       7/29/04

                                       1
<PAGE>

                                                                    ATTACHMENT B

J T TAUNTON, JR

<TABLE>
<CAPTION>
 GRANT          GRANT      OPTIONS   OPTION        OPTIONS      OPTIONS
 DATE         EXPIRATION   GRANTED    PRICE      OUTSTANDING   EXERCISABLE
 ----         ----------   -------    -----      -----------   -----------
<S>           <C>          <C>       <C>         <C>           <C>
1/25/1995      1/25/2005    2,267    $30.0000        2267         2,267

1/25/1995      1/25/2005    3,333    $30.0000        3333         3,333

1/24/1996      1/24/2006    2,531    $27.2500        2531         2,531

1/24/1996      1/24/2006    3,669    $27.2500        3669         3,669

1/22/1997      1/22/2007    2,862    $30.8750        2862         2,862

1/22/1997      1/22/2007    3,238    $30.8750        3238         3,238

1/28/1998      1/28/2008    3,898    $24.3750        3898         3,898

1/28/1998      1/28/2008    4,102    $24.3750        4102         4,102

2/24/1999      2/24/2009    3,000    $19.3438        3000         3,000

2/24/1999      2/24/2009    9,000    $19.3438        9000         9,000

1/18/2000      1/18/2010   14,933    $15.1250       14933        14,933

1/18/2000      1/18/2010   17,067    $15.1250       17067        17,067

              TOTAL        69,900                  69,900        69,900
</TABLE>

Tuesday, June 22, 2004           Page 1 of 1

</TEXT>
</DOCUMENT>
