RUSSELL CORP
SEVERANCE PAY PLAN FOR GRADES 1-18
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g69236ex10-1.txt
<DESCRIPTION>SEVERANCE PAY PLAN FOR GRADES 1-18
<TEXT>

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                                                                    EXHIBIT 10.1


                               RUSSELL CORPORATION
                               SEVERANCE PAY PLAN
                                 FOR GRADES 1-18

                            Effective January 1, 2001

                                    SECTION 1

                                  Introduction

         1.1      Purpose. Russell Corporation (the "Company") has established
the Russell Corporation Severance Pay Plan for employees in Salary Grades 1-18
(the "Plan") to enable the Company to provide severance benefits to eligible
employees who are in Salary Grades 1-18 and who voluntarily terminate employment
with the Company at the Company's request or whose employment with the Company
is involuntarily terminated other than for proper cause (as defined below). The
Plan supersedes all corporate plans, policies or practices regarding severance
allowances and pay in lieu of notice upon termination, with respect to employees
eligible to participate under the Plan. Severance benefits for eligible
employees shall be determined exclusively under the Plan. It is the intent of
the Company that the Plan, as set forth herein, constitute an "employee welfare
benefit Plan" within the meaning of Section 3(1) of the Employee Retirement
Income Act of 1974 ("ERISA") and comply with the applicable requirements of
ERISA.

         1.2      Effective Date, Plan Year. The Plan was established as of
January 1, 2001. The "effective date" of the Plan is January 1, 2001. A "plan
year" is the 12-month period beginning on January 1st and ending on the
following December 31st.

         1.3      Administration. The Plan is administered by the Company. The
Company, from time to time, may adopt such rules and regulations as may be
necessary or desirable for the proper and efficient administration of the Plan
provided such rules and regulations are consistent with the terms of the Plan.
The Company, from time to time, may also appoint such individuals to act as the
Company's representatives as the Company considers necessary or desirable for
the effective administration of the Plan. In administering the Plan, the Company
shall have the discretionary authority to construe and interpret the provisions
of the Plan and make factual determinations thereunder, including the authority
to determine the eligibility of employees and the amount of benefits payable
under the Plan. Any notice or document required to be given or filed with the
Company will be deemed properly given or filed if delivered or mailed, by
registered mail, postage prepaid, to the Company at 3330 Cumberland Blvd., Suite
800, Atlanta, Georgia 30339, attention: Senior Vice President, Human Resources.

         1.4      Plan Supplements. The provisions of the Plan may be modified
by supplements to the Plan. The terms and provisions of each supplement shall be
a part of the Plan and shall supersede any inconsistent provisions of the Plan
to the extent necessary to eliminate such inconsistencies.

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                                    SECTION 2

                          Eligibility for Participation

         Subject to the conditions and limitations of any applicable supplement
to the Plan, each exempt and non-exempt salaried employee employed by the
Company shall become a participant in the Plan on his date of hire; provided,
however, that any employee who is covered under an employment contract or who is
in Salary Grade 19 or above shall not be eligible to participate in the Plan.

                                    SECTION 3

                                  Plan Benefits

         3.1      Eligibility for Benefits. Subject to the conditions and
limitations of the Plan and any applicable supplement, a participant who
involuntarily leaves the employ of the Company for a reason other than for
proper cause (as defined below) and who executes a proper release provided by
the Company will be entitled to receive a benefit as determined by the Company
in its sole discretion using the Schedule of Benefits attached hereto, as may be
amended by the Company from time to time, as a guideline; provided, however:

                  (a)      Any participant who, at the time of his termination,
                           is eligible to receive any form of disability or
                           workers' compensation insurance or salary
                           continuation because of disability shall not be
                           entitled to receive any benefit under the Plan.

                  (b)      If a participant whose employment is terminated was
                           offered employment in a suitable position at any
                           facility or place of business of the Company, he
                           shall not be eligible to receive any benefits under
                           the Plan. The Company shall have sole discretion to
                           determine whether the position offered constitutes a
                           "suitable position" for purposes of this paragraph.

                  (c)      A participant whose employment with the Company is
                           terminated in conjunction with the sale or transfer
                           (whether of stock or assets) of all or any part of
                           the Company who is offered a suitable position with
                           the acquiror of the part or all of the Company sold
                           or transferred shall not be eligible to receive
                           benefits under the Plan. The Company shall have sole
                           discretion to determine whether the position offered
                           constitutes a "suitable position" for purposes of
                           this paragraph.

The Company has established guidelines (attached as Exhibit A) to be used by the
Company in determining the amount of severance pay benefits provided to its
employees who are participants in the Plan. The guidelines are suggestions only
and are not restrictions on the Company's ability to determine the severance
amount at its complete discretion. In no event shall any participant's severance
pay benefit exceed an amount equal to twelve (12) months of the participant's
base pay. For purposes of this Plan, a termination for "proper cause" shall
include


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(but shall not be limited to) termination for any willful or grossly negligent
breach of the participant's duties as an employee of the Company and termination
for fraud, embezzlement or any other similar dishonest conduct, violation of the
Company's rules of conduct or unsatisfactory performance.

         3.2      Certain Repayments and Forfeitures. Notwithstanding any other
provision of the Plan, any participant who accepts benefits under the Plan shall
reimburse the Company for the full amount of any benefits he received under the
Plan if the participant subsequently discloses any of the Company's trade
secrets, violates any written covenants between such participant and the
Company, or otherwise engages in conduct that may adversely affect the Company's
reputation or business relations. In addition, any participant described in the
preceding sentence shall forfeit any right to benefits under the Plan which have
not yet been paid. To the extent required by the terms of any agreement between
the Company and a third party concerning the sale or transfer of all or any
portion of the Company to such third party, any participant whose employment is
involuntarily terminated in conjunction with such sale and who becomes a direct
competitor of such third party or is employed by a direct competitor of such
third party shall forfeit any right to any additional benefits under the Plan
which have not yet been paid.

         3.3      Offset for Other Benefits. The amount of any benefits payable
to a participant under the Plan shall be reduced on a dollar-for-dollar basis by
any disability, severance, separation or termination pay benefits that the
Company pays or is required to pay to such participant through insurance or
otherwise under any plan or contract of the Company or under any federal or
state law.

                                    SECTION 4

                               Payment of Benefits

         4.1      Release Agreement. No benefits under the Plan shall be payable
to any participant until such participant and the Company have executed a
release (in a form approved by the Company) of all of such participant's then
existing rights and legal claims against the Company and the Company and the
payment of benefits under the Plan shall be subject to the terms and conditions
of such release agreement. The terms and conditions of a participant's release
agreement with respect to the payment of severance benefits are incorporated by
this reference and form a part of the Plan as applied to such participant.

         4.2      Form of Payment. Benefits shall be paid in equal installments
according to the Company's normal payroll schedule; provided, that all benefit
payments to a participant must be completed within twelve (12) months following
the date on which the participant's employment terminates. In the event of a
participant's death before he receives all benefits to which he otherwise would
be entitled under the Plan, payment of his benefits shall be made to his
beneficiary in installments or a lump sum, as determined by the Company.

         4.3      Designation of Beneficiary. By signing a form furnished by the
Company, each participant may designate any person or persons to whom his
benefits are to be paid if he dies before he receives all of his benefits. A
beneficiary designation form will be effective only when


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the form is filed with the Company while the participant is still alive and will
cancel all beneficiary designation forms previously filed by the participant
with the Company with respect to this Plan. If a deceased participant has failed
to designate a beneficiary as provided above, or if the designated beneficiary
predeceases the participant, payment of the participant's benefits shall be made
to his estate. If a designated beneficiary dies before complete payment of any
benefits attributable to a participant, remaining benefits shall be paid to the
beneficiary's estate.

                                    SECTION 5

                             Financing Plan Benefits

         All benefits payable under this Plan shall be paid directly by the
Company out of its general assets. The Company shall not be required to
segregate on their books or otherwise any amount to be used for the payment of
benefits under this Plan.

                                    SECTION 6

                                  Reemployment

         If a participant who is entitled to receive benefits under the Plan is
reemployed by the Company, before all his benefits have been paid, any benefits
remaining to be paid will be forfeited.

                                    SECTION 7

                                  Miscellaneous

         7.1      Information to be Furnished by Participants. Each participant
must furnish to the Company such documents, evidence, data or other information
as the Company considers necessary or desirable for the purpose of administering
the Plan. Benefits under the Plan for each participant are provided on the
condition that the participant furnish full, true and complete data, evidence or
other information, and that the participant promptly sign any document related
to the Plan, requested by the Company.

         7.2      Employment Rights. The Plan does not constitute a contract of
employment and participation in the Plan will not give a participant the right
to be rehired or retained in the employ of the Company on a full-time, part-time
or any other basis or to be retrained by the Company, nor will participation in
the Plan give any participant any right or claim to any benefit under the Plan,
unless such right or claim has specifically accrued under the terms of the Plan.

         7.3      Company's Decision Final. Any interpretation of the Plan and
any decision on any matter within the discretion of the Company made by the
Company in good faith is binding on all persons.


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         7.4      Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information that the person relying
thereon considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

         7.5      Uniform Rules. In managing the Plan, the Company will apply
uniform rules to all participants similarly situated.

         7.6      Gender and Number. Where the context admits, words in the
masculine gender shall include the feminine and neuter genders, the plural shall
include the singular and the singular shall include the plural.

         7.7      Action by Company. Any action required of or permitted by the
Company under the Plan shall be by resolution of its Board of Directors, by
resolution of a duly authorized committee of its Board of Directors, or by a
person or persons authorized by resolution(s) of its Board of Directors or such
committee.

         7.8      Controlling Laws. Except to the extent superseded by ERISA,
the laws of the state in which a participant resides shall be controlling in all
matters relating to the Plan.

         7.9      Interests Not Transferable. The interests of persons entitled
to benefits under the Plan are not subject to their debts or other obligations
and, except as may be required by the tax withholding provisions of the Internal
Revenue Code or any state's income tax act, or pursuant to an agreement between
a participant and the Company, may not be voluntarily sold, transferred,
alienated, assigned or encumbered.

         7.10     Mistake of Fact. Any mistake of fact or misstatement of fact
shall be corrected when it becomes known and proper adjustment made by reason
thereof.

         7.11     Severability. In the event any provision of the Plan shall be
held to be illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if such illegal or invalid provisions had never been
contained in the Plan.

         7.12     Withholding. The Company will withhold from any amounts
payable under this Plan all federal, state, city and local taxes as shall be
legally required and any applicable insurance premiums, as well as any other
amounts authorized or required by Company policy including, but not limited to,
withholding for garnishments and judgments or other court orders.

         7.13     Effect on Other Plans or Agreements. Payments or benefits
provided to a participant under any Company stock, deferred compensation,
savings, retirement or other employee benefit plan (the "Other Plans") are
governed solely by the terms of such Other Plans. Any obligations or duties of a
participant pursuant to any non-competition or other agreement with the Company
shall be governed solely by the terms of such agreement and shall not be
affected by the terms of this Plan.


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         7.14     Claims and Review Procedures.

                  (a)      Claims Procedure. In the event any person believes he
                           is being denied any rights or benefits under the
                           Plan, he shall file a written claim setting forth the
                           facts underlying his claim. Within ninety (90) days
                           after receipt of the claim by the administrator (or
                           within 180 days, if special circumstances require an
                           extension of time for processing the claim, and, if
                           written notice of such extension and circumstances is
                           given to such person within the initial 90-day
                           period), the administrator shall furnish to the
                           claimant written notice of the decision with respect
                           to the claim. If the claim is wholly or partially
                           denied, the written notice shall set forth in a
                           manner reasonably calculated to be understood by the
                           claimant: (i) the specific reason or reasons for the
                           denial; (ii) specific reference to pertinent Plan
                           provisions on which the denial is based; (iii) a
                           description of additional material or information, if
                           any, necessary for the claimant to perfect the claim
                           and an explanation of why such material or
                           information is necessary; and (iv) information as to
                           the steps to be taken if the claimant wishes to
                           submit a request for review. If such notification is
                           not given within such period, the claim will be
                           considered denied as of the last day of such period
                           and such claimant may request a review of his claim.

                  (b)      Review Procedure. Within sixty (60) days after
                           receipt by the claimant of written notification of
                           denial of a claim (or, if applicable, within 60 days
                           after the date on which such denial is considered to
                           have occurred) the claimant or his duly authorized
                           representative may appeal such denial by filing with
                           the administrator a written application for a review
                           of the denial of the claim. In connection with such
                           appeal, the claimant or his duly authorized
                           representative: (i) may file a written request with
                           the administrator to review pertinent Plan documents;
                           (ii) may submit issues and comments in writing; and
                           (iii) may file a written request for a review hearing
                           with the administrator. A decision on review shall be
                           made by the administrator within sixty (60) days
                           after receipt of a written request unless a hearing
                           has been requested or other special circumstances
                           require an extension of time for processing of the
                           appeal, in which case the administrator's decision on
                           review shall be rendered no later than one hundred
                           twenty (120) days after receipt of the request for
                           review. The administrator's decision on review shall:
                           (i) be in writing; (ii) include specific reasons for
                           the decision, written in a manner reasonably
                           calculated to be understood by the claimant; and
                           (iii) contain specific references to the pertinent
                           Plan provisions on which the decision is based. If
                           the decision on review is not made within such
                           period, the claim will be considered denied. All
                           decisions by the administrator with respect to the
                           Plan shall be final, conclusive and binding.


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                                    SECTION 8

                            Amendment and Termination

         8.1      Amendment and Termination. The Company reserves the right, on
a case-by-case basis or on a general basis, to amend the Plan at any time, to
alter, reduce or eliminate any benefit under the Plan (in whole or in part) at
any time, or to terminate the Plan at any time, as to any class or classes of
covered employees, without notice. Notwithstanding the foregoing, any such
amendment or termination of the Plan shall not reduce the amount of benefits
payable to any participant who has terminated his employment before the
effective date of such amendment or termination and who is receiving or entitled
to receive benefits under the Plan except as otherwise provided in subsection
3.3. Any amendment or termination of the Plan by the Company shall be made in
accordance with the procedures set forth in subsection 7.7.

         8.2      Notice of Amendment or Termination. Participants will be
notified of any material amendment or termination of the Plan within a
reasonable time.

         IN WITNESS WHEREOF, Russell Corporation has caused this Plan to be
signed by a duly authorized member of the Russell Corporation Employee Benefits
Administrative Committee this 22 day of December, 2000.

                                            RUSSELL CORPORATION


                                            By: /s/
                                               ---------------------------------

                                            Title: Senior Vice President
                                                  ------------------------------
<PAGE>   8


                              RUSSELL CORPORATION
                               SEVERANCE PAY PLAN
                                FOR GRADES 1-18
                              SCHEDULE OF BENEFITS


If a participant is involuntarily terminated for reasons other than for proper
cause, the participant will be eligible for a severance payment in accordance
with the following:

         (a)      an amount equal to a period of base pay determined in
                  accordance with the following table__________________________:

<TABLE>
<CAPTION>
                  LENGTH OF SERVICE                         AVERAGE OF SEVERANCE
                  -----------------                         --------------------
                  <S>                                       <C>
                  3 months but less than 1 year                   1 month
                  1 year but less than 3                          2 months
                  3 years but less than 5                         3 months
                  5 years but less than 10                        4 months
                  10 years but less than 15                       5 months
                  15 years but less than 20                       6 months
                  20 years plus                                   7 months
</TABLE>

                  If a participant has more than 20 years of service, he/she
                  will be entitled to an additional one month of base pay for
                  each additional 5 years of service in excess of 20 years; PLUS

         (b)      an amount determined by the Senior Vice President, Human
                  Resources at his discretion from one to three months base pay,
                  provided however, that the total shall not exceed 12 months
                  base pay.

Only the participant's base rate of pay on the date of termination will be used
to determine the amount of the severance payments. Commissions, bonuses and all
other allowances shall not be considered when determining a participant's
severance payments. The Company reserves the right, in its sole discretion, to
vary the amount of severance payments determined above.

A participant who voluntarily quits or is severed for proper cause is not
eligible for severance pay.

In the event the amount of severance payments shall be in excess of 6 months,
the Company's obligation to make continued payments to participant after 6
months will terminate on the earlier of (i) the date of participant's hire by
another employer, or (ii) the date on which the severance payments end as
specified in the participant's Separation and Release Agreement with the
Company.

The participant may elect COBRA benefits and the rate charged will be the same
as that charged an active employee of the Company during the time period that
severance payments are being made to the participant. Any COBRA benefits will
terminate if the participant becomes covered by another employer's benefits
prior to the expiration of the COBRA period.

Vesting and election periods for Incentive Stock will be in accordance with
applicable plan documents.

All payments are contingent upon the participant and the Company executing a
release (in a form approved by the Company).


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