Russell Corporation, an Alabama corporation (hereinafter referred to as "Russell") founded in 1902, has adopted a vision statement which reads, in part:

"To provide the highest quality branded and private label apparel and textiles with superior customer value and unparalleled service, globally to consumers of all ages through selected channels of distribution. We will conduct this endeavor in a man ner responsible to our employees, business partners and our environment."

Russell strives to conduct its business in a manner that reflects this vision and the corresponding fundamental values. As we expand our sourcing base through strate gic alliances, we will only do business with vendors whose practices are compatible with our vision.

Each of our vendors, including vendors outside the United States, are expected to support our vision and values and to assure compliance in all contracting, subcon tracting or other relationships. To assist Russell in assuring compliance with these standards, Vendor agrees to require all of its officers and employees who will be responsible for or involved with the implementation of procedures designed to en sure compliance with these standards to review and familiarize themselves with these standards.

Legal and Ethical Standards

All vendors shall comply with the legal requirements and standards of their industry under the national laws of the countries in which the vendors are doing business. Should the legal requirements and standards of the industry conflict, vendors must, at a minimum, comply with the legal requirements of the country in which the products are manufactured. If, however the industry standards exceed the country's legal requirements, Russell will favor vendors who meet such industry standards. Vendors shall comply with all import and export regulations of the U.S. Customs Service, all U.S. Government agencies and their own national laws.

Russell does not condone or permit any activities which are in violation of U.S. Customs Laws, International Treaties or Foreign Laws, including, but not limited to, false declarations of country of origin or other false documentation, counterfeit visas or illegal transshipment to evade the Textile Quota Restraint Agreements negotiated between the country of export and the United States.

All merchandise shall be accurately marked or labeled with its country of origin, in compliance with the laws of the United States and those of the country of manufac ture.

All shipments of merchandise will be accompanied by the requisite documentation issued by the proper governmental authorities, including but not limited to, import licenses, quota allocations and visas and shall comply with orderly marketing agree ments, voluntary restraint agreements and other such agreements in accordance with U.S. law. The commercial invoice shall accurately describe all the merchandise contained in the shipment, identify the country of origin of each article contained in the shipment and shall list all payments, whether direct or indirect to be made for the

merchandise, including, but not limited to, any assists, selling commissions or royalty payments.

Discrimination / Human Rights

Russell does not condone or permit the use of child labor, forced, indentured, invol untary, prison or uncompensated labor under any circumstances. For purposes of this standard "child labor" shall mean the employment of individuals who are under the age permitted by applicable law in the State/Country of manufacture. Russell favors vendors who have a social and political commitment to basic principles of human rights and who do not discriminate against their employees in hiring prac tices or any other term or condition of worth on the basis of race, color, national origin, gender, religion, disability, sexual orientation or political opinion.

Additionally, we will utilize only those vendors who conduct themselves and their enterprises according to ethical standards compatible with our own.

Workplace Environment

Russell maintains a safe, clean, healthy and productive environment for it's employ ees and expects the same from its vendors. Vendors shall provide their employees with safe and healthy working conditions, adequate medical facilities, fire exits and safety equipment, well lit and comfortable workstations, clean restrooms and ad equate living quarters where necessary. Russell will not do business with any ven dor which provides an unhealthy or hazardous work environment or which utilizes mental or physical disciplinary practices.

We expect our business partners to provide wages and benefits within reason and in compliance with all applicable local requirements. We will favor those who contrib ute to the community in areas such as education, health care and other related social programs.

Environmental Concerns

Russell maintains a proactive stance regarding employee and community issues through its business practices. As a responsible corporate citizen we will utilize only those vendors who share our commitment to the community and the environment and who conform with all local requirements regarding environmental codes and guide lines.

Right of Inspection

To further assure proper implementation of and compliance with the standards set forth in this Policy, Russell, or a third party designated by Russell, will undertake affirmative measures such as on-site inspection of production facilities, to implement and monitor said standards. Any vendor's failure or refusal to comply with these standards may result in immediate cancellation by Russell of all its outstanding or ders with that vendor as well as termination of the agreement.

As an officer of___________, a vendor of Russell Corporation, I have read the prin ciples and terms described in this document and understand my company's business relationship with Russell Corporation is based upon said company being in full com pliance with these principles terms. I further understand that failure by a vendor to abide by any of the terms and conditions stated herein may result in the immediate

cancellation by Russell Corporation of all outstanding orders with that vendor and termination of the Agreement. I am signing this statement, as a corporate representative of ____________ to acknowledge, accept and agree to abide by the standards, terms and conditions set forth in this Policy between my company and Russell Cor poration. I hereby affirm that all actions, legal and corporate, to make this Policy binding and enforceable against have been completed.