Edgar Filing: OXFORD INDUSTRIES INC

SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

Oxford Industries Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE AND PROXY STATEMENT

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OXFORD INDUSTRIES, INC.
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD OCTOBER 6, 2003

The Annual Meeting of Stockholders of Oxford Industries, Inc. will be held
at the Company's principal offices, 222 Piedmont Avenue, N.E., Atlanta, Georgia,
on Monday, October 6, 2003 at 3:00 p.m., local time, for the following purposes:

(1) To elect four directors of the Company;

(2) To adopt the Oxford Industries, Inc. Executive Performance
Incentive Plan;

(3) To approve the First Amendment to the 1997 Stock Option Plan to
increase the number shares available for issuance from 500,000 to
1,250,000;

(4) To approve the First Amendment to the 1997 Restricted Stock Plan
to include non-employee directors as eligible participants;

(5) To increase the number of authorized shares of the Company's
common stock from 30,000,000 to 60,000,000;

(6) To ratify the appointment of Ernst & Young LLP, independent
auditors, as the Company's independent auditors for the fiscal year ending
May 28, 2004; and

(7) To transact such other business as may properly come before the
meeting.

Only stockholders of record at the close of business on August 18, 2003
will be entitled to receive notice of and to vote at the meeting.

THOMAS C. CHUBB III
Secretary
Atlanta, Georgia
September 8, 2003

EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE. YOU
MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE MEETING AND, IF YOU ATTEND THE
MEETING, YOU MAY ELECT TO VOTE IN PERSON.

OXFORD INDUSTRIES, INC.
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308

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PROXY STATEMENT
-------------------------------

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 6, 2003

This proxy statement is furnished in connection with the solicitation of
the accompanying proxy by the Board of Directors of Oxford Industries, Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held on October
6, 2003 and any adjournment thereof. This proxy statement and the accompanying
proxy will be first mailed to stockholders on or about September 8, 2003.

A majority of shares entitled to vote must be present or represented by
proxy at the Annual Meeting. This is referred to as a quorum. In general, when a
quorum is present, the "FOR" votes must exceed the "AGAINST" votes cast to
approve a proposal. With regard to election of directors, the four nominees
receiving the highest number of "FOR" votes will be elected.

Shares that are voted "WITHHELD" or "ABSTAIN" will be treated as being
present and entitled to vote for purposes of determining the presence of a
quorum but will not be treated as votes in favor of approving any matter
submitted to the stockholders for a vote. When proxies are properly dated,
executed and returned, the shares represented by such proxies will be voted at
the Annual Meeting in accordance with the instructions of the stockholder.
Except as provided below, if no specific instructions are given, the shares will
be voted "FOR" the election of the Class II nominees for the board of directors
identified below; "FOR" the adoption of the Oxford Industries, Inc. Executive
Compensation Plan; "FOR" the amendment to the 1997 Stock Option Plan; "FOR" the
amendment to the 1997 Restricted Stock Plan; "FOR" the increase in the number of
authorized shares of the Company's common stock; "FOR" the ratification of Ernst
& Young LLP as our independent auditors for the fiscal year ending May 28, 2004;
and at the discretion of the proxy holders, upon such other business as may
properly come before the Annual Meeting or any adjournment thereof.

Under the rules that govern brokers who have record ownership of shares
that are held for their clients, who are the beneficial owners of the shares,
brokers have discretion to vote these shares on routine matters, except as set
forth below, but not on non-routine matters. Thus, if you do not otherwise
instruct your broker, the broker may turn in a proxy card voting your shares
"FOR" routine matters, but may NOT vote on non-routine matters.

IMPORTANT: The Securities & Exchange Commission recently approved new rules
that prohibit brokers or other nominees that are New York Stock Exchange member
organizations from voting in favor of proposals relating to equity compensation
plans unless they receive specific instructions from the beneficial owner of the
shares to vote in that manner. If your shares are being voted by a broker, or
other nominee who is a NYSE member organization, such shares will only be voted
in favor of Proposals Two, Three and Four of this proxy statement if you have
provided specific voting instructions to your broker or other nominee to vote
such shares in favor of that proposal. Because the required vote of stockholders
to approve the proposals is based upon the total number of votes cast, the
failure to submit a proxy card or vote in person, the abstention from voting, or
the failure to give a broker instructions for how to vote on the equity
compensation plans could, depending on the number of votes cast, have the same
effect as a vote "AGAINST" the proposals.

A stockholder may revoke a proxy given pursuant to this solicitation at any
time prior to the meeting by delivering to the Secretary of the Company either a
written instrument of revocation or a properly signed proxy bearing a later
date. In addition, the powers of the persons named in the proxy to vote the
stockholder's shares will be suspended if the stockholder is present at the
meeting and elects to vote in person.

Only stockholders of record at the close of business on August 18, 2003 are
entitled to receive notice of and to vote at the meeting. Each stockholder is
entitled to one vote per share of common stock held on such date. There were
8,066,759 shares outstanding on August 18, 2003.

BENEFICIAL OWNERSHIP OF COMMON STOCK

PRINCIPAL STOCKHOLDERS

The following table shows as of August 18, 2003 the name and address of
each person known by the Company to be the beneficial owner of more than five
percent (5%) of the Company's outstanding common stock, the number of shares
beneficially owned by each such person and the percentage of the Company's
outstanding common stock represented by such ownership. The nature of each
person's beneficial ownership is described in the footnotes to the table.

SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OWNED COMMON STOCK
---------------- ------------ ------------

Dimensional Fund Advisors Inc. 555,800(1) 6.89%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
J. Hicks Lanier 987,591(2) 12.24%
222 Piedmont Avenue, N.E.
Atlanta, GA 30308
WEDGE Capital Management L.L.P. 806,400(3) 9.99%
2920 One First Union Center
301 South College Street
Charlotte, NC 28202

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(1) Dimensional Fund Advisors Inc. has sole voting and sole investment power
with respect to all such shares and disclaims beneficial ownership of all
such shares. This information was obtained from a Schedule 13G filed as of
February 12, 2003.
(2) The shares shown as beneficially owned by Mr. J. Hicks Lanier include (i)
231,155 shares held of record by Mr. Lanier with respect to which he has
sole voting and sole investment power, (ii) 337,664 shares held by a
charitable foundation of which Mr. Lanier is a trustee and with respect to
which he has sole voting and sole investment power, (iii) 391,772 shares
held by twenty trusts which benefit the late Mr. Sartain Lanier's children
(including Mr. Lanier) and grandchildren with respect to which Mr. Lanier
has sole voting and sole investment power, and (iv) 27,000 shares which may
be acquired within 60 days after August 18, 2003 by the exercise of stock
options under the Company's stock option plans.
(3) WEDGE Capital Management L.L.P. has sole voting and sole investment power
with respect to all such shares. This information was obtained from a
Schedule 13G filed as of January 28, 2003.

BENEFICIAL OWNERSHIP OF COMMON STOCK BY EXECUTIVE OFFICERS AND DIRECTORS

The following table shows as of August 18, 2003 the number of shares of the
Company's common stock beneficially owned by each director, by each nominee for
director and by all directors and executive officers as a group, and the
percentage of the Company's outstanding common stock represented by such
beneficial

ownership. Such persons had sole voting and investment power with respect to the
shares listed except as otherwise noted.

SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER OWNED (1) COMMON STOCK
------------------------ ------------ ------------

Ben B. Blount, Jr. ......................................... 22,000 *
L. Wayne Brantley........................................... 1,000 *
Cecil D. Conlee............................................. 4,000 *
Tom Gallagher............................................... 2,000 *
J. Hicks Lanier............................................. 987,591(2) 12.24%
J. Reese Lanier, Sr. ....................................... 361,332(3) 4.48%
Knowlton J. O'Reilly........................................ 5,000 *
Clarence B. Rogers, Jr. .................................... 1,000 *
Frank Sahagian, Jr. ........................................ 0 *
Robert E. Shaw.............................................. 1,000 *
Clarence H. Smith........................................... 200 *
Helen B. Weeks.............................................. 0 *
E. Jenner Wood III.......................................... 500 *
All Directors and Executive Officers as a Group (16
Individuals).............................................. 1,465,835 18.17%

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* Less than 1%

(1) Includes all shares which may be acquired within 60 days after August 18,
2003 by the exercise of stock options under the Company's stock option plans
as follows: 17,000 shares by Mr. Blount, and 27,000 shares by Mr. J. Hicks
Lanier. Does not include shares beneficially owned by spouses and children
of officers and directors, and such officers and directors disclaim
beneficial ownership of such shares.
(2) See footnote 2 under "Beneficial Ownership of Common Stock -- Principal
Stockholders."
(3) The shares shown as beneficially owned by Mr. J. Reese Lanier, Sr. include
(i) 322,741 shares held of record by Mr. Lanier with respect to which he has
sole voting and sole investment power and (ii) 38,591 shares held by a
charitable foundation with respect to which Mr. Lanier has sole voting and
sole investment power.

1. ELECTION OF DIRECTORS

The Company's Board of Directors presently has 10 members. The Board has
amended the by-laws of the Company, effective as of the date of the Annual
Meeting of Stockholders, to provide for eleven directors. The directors are
divided into three classes that are as nearly equal in size as possible and are
elected to staggered three-year terms. A director holds office until the annual
meeting of stockholders held in the year during which the director's term ends
or until a successor is elected and qualified.

The Board has nominated Tom Gallagher, J. Hicks Lanier, and Robert Shaw for
re-election as Class II Directors to hold office until 2006. The Board has also
nominated Clarence H. Smith to stand for election as a Class II Director until
2006. If a nominee becomes unable to serve as a director, a proxy may, in the
discretion of the person(s) named in the proxy, be voted for a substitute
nominee or may not be voted at all. Each nominee has consented to serve if
elected, and the Board of Directors has no reason to believe that any nominee
will be unable to serve.

The following table provides information regarding the nominees and the
continuing directors:

YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIPS AGE
---- ---------- ----------------------- ---

NOMINATED -- CLASS II DIRECTORS -- TERMS EXPIRE IN 2006
Tom Gallagher 1991 Mr. Gallagher is President of Genuine 55
Parts Company, a distributor of
automotive replacement parts,
industrial products, office supplies
and electrical and electronic parts,
and has held this position since 1990.
He is also a director of Genuine Parts
Company, STI Classic Funds, and STI
Classic Variable Trust.
J. Hicks Lanier(1) 1969 Mr. Lanier has been President of the 63
Company since 1977. In 1981, he was
elected Chairman of the Board of the
Company. He is also a director of
Crawford & Company, West Point
Stevens, Inc., and Genuine Parts
Company.
Robert E. Shaw 1991 Mr. Shaw is Chairman of the Board and 72
Chief Executive Officer of Shaw
Industries, Inc., a manufacturer and
seller of carpeting to retailers and
distributors.
Clarence H. Smith -- Mr. Smith is President and Chief 52
Executive Officer of Haverty Furniture
Companies, Inc. and has held this
position since January 1, 2003. He
served as President and Chief
Operating Officer from May 2002 to
January 2003. Mr. Smith was named
Chief Operating Officer of Haverty
Furniture Companies, Inc. in May 2000
and served as Senior Vice President,
General Manager -- Stores, from 1996
to 2000. He is also a director of
Haverty Furniture Companies, Inc.
CONTINUING CLASS III DIRECTORS -- TERMS EXPIRE IN 2004
Ben B. Blount, Jr. 1987 Mr. Blount has been Executive Vice 64
President -- Planning, Finance and
Administration and Chief Financial
Officer of the Company since 1995.

YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIPS AGE
---- ---------- ----------------------- ---

Clarence B. Rogers, Jr. 1995 Mr. Rogers was Chairman of the 73
Executive Committee of Equifax Inc.
from May of 1999 until May 2000. He
was Chairman of the Board of Equifax
Inc. from January 1996 until May 1999.
He was Chairman and Chief Executive
Officer of Equifax Inc. from October
1992 until December 1995. Mr. Rogers
is currently a Director of Datagistics
Inc., and a Post Bankruptcy Director
of MCI.
Helen Ballard Weeks 1998 Ms. Weeks founded Ballard Designs, 49
Inc., a home furnishing catalog
business, in 1983 and served as Chief
Executive Officer until she retired in
2002.
E. Jenner Wood III 1995 Mr. Wood became Chairman, President 52
and Chief Executive Officer of Sun
Trust Bank, Central Group, in March
2001. Mr. Wood served as Executive
Vice President of SunTrust Banks, Inc.
from 1994 until 2001. Mr. Wood is a
director of Cotton States Life
Insurance Co., Cotton States Mutual
Insurance Co., Crawford & Company and
Georgia Power Company.
CONTINUING CLASS I DIRECTORS -- TERMS EXPIRE IN 2005
Cecil D. Conlee 1985 Mr. Conlee is Chairman of CGR 67
Advisors, a real estate advisory
company, and has held this position
since 1990. He is also a director of
Central Parking Corporation.
J. Reese Lanier, Sr.(1) 1974 Mr. Lanier is self-employed in farming 60
and related businesses and has had
this occupation for more than five
years.
Knowlton J. O'Reilly 1987 Mr. O'Reilly has been Group Vice 63
President of the Company since 1978.

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

(1) J. Hicks Lanier and J. Reese Lanier, Sr. are first cousins.

BOARD AND COMMITTEE MEETINGS AND DIRECTOR COMPENSATION

During the 2003 fiscal year, the Board of Directors met nine times and,
with the exception of Mr. Rogers, each director attended at least 75% of the
aggregate meetings of the Board and the committees on which the director served.
Mr. Rogers attended 67% of the aggregate Board meetings and 100% of the
committee meetings on which he served. Non-employee directors received quarterly
fees for services of $5,000 for the first three quarters, and $6,000 for the
fourth quarter, of the 2003 fiscal year. Non-employee directors

also received a meeting fee of $1,000 during the first three quarters, and
$1,250 for the fourth quarter, for each Board or committee meeting attended
during the 2003 fiscal year.

NOMINATING COMMITTEE

The Nominating Committee recommends to the Board of Directors nominees for
election as director. The members of the Nominating Committee are Cecil D.
Conlee, Tom Gallagher, Helen Ballard Weeks and E. Jenner Wood III. The
Nominating Committee did not meet during the 2003 fiscal year.

AUDIT COMMITTEE

The Audit Committee annually reviews and recommends to the Board the firm
to be engaged as independent auditors for the Company for the next fiscal year,
reviews with the independent auditors the plan and results of the audit
engagement, reviews the scope and results of the Company's procedures for
internal auditing and inquires as to the adequacy of the Company's internal
accounting controls. The Audit Committee has the authority to conduct any
investigation appropriate to fulfilling its responsibilities and has direct
access to the Company's independent auditors, the Director of the Company's
internal audit department and other members of Company management. The members
of the Audit Committee are Cecil D. Conlee, J. Reese Lanier, Sr. and E. Jenner
Wood III. The Audit Committee met three times during the 2003 fiscal year.

AUDIT COMMITTEE REPORT -- 2003

The Audit Committee of the Board of Directors currently has three members,
each of whom is an independent director under the current rules of the New York
Stock Exchange. The Committee operates under a written charter, a copy of which
was attached to the Company's 2001 Proxy Statement. The Committee reviews the
Company's financial reporting process on behalf of the Board. In fulfilling its
responsibilities, the Committee has reviewed and discussed the Company's audited
financial statements contained in the Annual Report on Form 10-K for fiscal 2003
with the Company's management and the independent auditors.

The Company's management is responsible for the Company's financial
statements and the financial reporting process, including the system of internal
controls. The independent auditors are responsible for auditing the Company's
financial statements and for expressing an opinion on the conformity of those
audited financial statements with accounting principles generally accepted in
the United States. The Committee has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the Committee has
discussed with the independent auditors the auditors' independence from the
Company and its management, including the matters in the written disclosures
provided to the Committee as required by Rule 3600T of the Public Company
Accounting Oversight Board, which adopts on an interim basis Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees.
The Committee has also considered whether the independent auditors' provision of
other non-audit services to the Company is compatible with the auditors'
independence.

The Committee meets with the internal and independent auditors, with and
without management present, to discuss the results of their examinations, the
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting. Based on the reviews and discussions referred to
above, the Committee recommended to the Board that the audited consolidated
financial statements be

included in the Company's Annual Report on Form 10-K for fiscal 2003 for filing
with the Securities and Exchange Commission.

Respectfully Submitted,

Cecil D. Conlee, Chairman
J. Reese Lanier, Sr.
E. Jenner Wood III

STOCK OPTION AND COMPENSATION COMMITTEE

The Stock Option and Compensation Committee administers the Company's stock
option and restricted stock plans, determines the compensation of the Company's
Chief Executive Officer and approves the compensation of the Company's other
executive officers. The members of the Stock Option and Compensation Committee
are Clarence B. Rogers, Jr., Robert E. Shaw and Helen Ballard Weeks. The Stock
Option and Compensation Committee met once during the 2003 fiscal year.

STOCK OPTION AND COMPENSATION COMMITTEE REPORT

The Stock Option and Compensation Committee of the Board of Directors
currently has three members, each of whom is an independent, non-employee
director. The Committee administers the Company's stock option and restricted
stock plans. The Committee also determines the compensation of the Company's
Chief Executive Officer and approves the compensation of the other executive
officers. The Committee meets formally once each year and may have informal
meetings at other times during the year.

Compensation Policy

The Company's compensation policy is to pay for performance. Compensation
practices for all executives, including the executive officers, are designed to
encourage and reward the achievement of the Company's objectives. The
achievement of these objectives should enhance stockholder value.

Executive Compensation Program

The Company's executive compensation program has three elements. Those
elements are base salary, short-term incentive compensation in the form of
annual cash bonuses and long-term incentive awards in the form of stock option
grants. These elements comprise virtually all of the compensation of the
Company's executives.

Base Salary. Each position in the Company is assigned a job grade based on
the responsibilities of the position. For each job grade, a salary range is
determined based on compensation surveys. An individual's salary is determined
by the person's job grade and individual performance. The Company's executive
officers set the salary of each executive. The Chief Executive Officer sets the
salaries of all other executive officers, and the Committee sets the salary of
the Chief Executive Officer.

Short-term Incentive Compensation. Each named executive officer, other
than the Chief Executive Officer, participates in the Company's Performance
Bonus Program. Until and including fiscal 2003, the Chief Executive Officer also
participated in the Company's Performance Bonus Program. Subject to the approval
of the Company's stockholders, for fiscal 2004, the Chief Executive Officer will
participate in the Company's

Executive Performance Incentive Plan. Each of the programs is designed to
encourage the achievement of the Company's objectives by rewarding executives
when these objectives are met or exceeded. For fiscal 2002 and 2003, a target
bonus level was established for each employee eligible to participate in either
of the programs. In addition, a "threshold" return on net assets ("RONA"), a
"target" RONA and a "maximum" RONA was established for each business unit and
the Company as a whole.

The threshold RONA must be met before any bonus is earned. If a business
unit's RONA for the fiscal year equals or exceeds the threshold RONA, and if
other requirements of the bonus plan are met, eligible participants will earn a
bonus. The bonus amount increases as the business unit's RONA increases above
the threshold RONA, up to the maximum RONA. Also, if the threshold RONA is met
or exceeded, the bonus for the business unit is adjusted upward or downward to
reflect the business unit's sales increase or decrease. Each RONA level may be
adjusted by up to plus or minus 25% for the applicable business unit's sales
increase or decrease from the prior year. Finally, if the threshold RONA is met
or exceeded, an individual may receive an additional bonus amount based on his
or her individual accomplishments. This individual performance element cannot
exceed one hundred percent of the individual's earned bonus.

Mr. Lanier, with the approval of the Committee, determines the bonus
targets and individual performance bonuses for Mr. Blount and the other named
executive officers. The bonus paid to Mr. Blount is based on the Company's
overall RONA. The bonus paid to the other named executive officers is based on
the RONA for the executive's business unit or business units.

Long-term Incentive Compensation. The Company's long-term incentive
compensation program currently consists of grants of nonqualified stock options.
The Committee generally grants stock options on an annual basis, with the option
price for the stock options set at the current fair market value of the
Company's common stock. The size of the stock option grants are based on the
individual's level of responsibility within the Company, and individuals within
the same job grade generally receive similar stock option awards. Stock option
grants are generally subject to a five-year vesting schedule. The Committee
believes that stock option grants more closely align the interests of executives
with those of the Company's shareholders, as executives do not receive value
from a grant unless the Company's stock price increases.

Compensation of the Company's Chief Executive Officer

In reviewing Mr. Lanier's base salary, the Committee took into account the
Company's excellent financial performance relative to the results of other
publicly traded apparel companies. The Committee noted that this performance was
particularly noteworthy given the challenging retail environment and adverse
economic conditions that prevailed during fiscal year 2003. The Committee
reviewed the strategic actions taken by Mr. Lanier to improve the future
profitability and growth prospects of the Company. In particular, the Committee
noted Mr. Lanier's leadership of the Company's successful negotiation and
completion of the Viewpoint International, Inc. acquisition and the related bond
and bank financing. The Committee discussed Mr. Lanier's salary relative to his
peers in the industry and noted that by comparison to others in the apparel
industry Mr. Lanier's salary was low for a chief executive officer. After
discussion, the Committee increased Mr. Lanier's annual base salary by 20% to
$600,000 effective August 1, 2003. (The Committee notes that, in addition to
base salary, Mr. Lanier participates in some Company-provided benefit programs
such as life insurance, the Executive Savings Program and the Non-Qualified
Deferred Compensation Plan that increase total base compensation as reported in
the Executive Compensation Table.)

For the fiscal year ending on May 30, 2003, Mr. Lanier's target bonus
amount under the Company's Performance Bonus Program was $245,650. Based on the
Company's results for fiscal 2003, Mr. Lanier's

earned bonus reached the maximum amount of $368,475. In addition to his earned
bonus, Mr. Lanier was eligible to receive an individual performance bonus in a
range from 0 to 100% of his earned bonus. In determining the amount of this
individual performance bonus, the Committee considered the factors described
above with respect to base salary, as well as the individual performance bonuses
being given to the other executive officers of the Company. Based on these
considerations, the Committee awarded Mr. Lanier an individual performance bonus
of 100% of his earned bonus, or $368,475, for a total bonus of $736,950 for
fiscal year 2003.

The Committee determined that Mr. Lanier's target bonus level for fiscal
2004 under the Executive Performance Incentive Plan is $255,300, an increase of
3.8% over the preceding year. The Committee will continue to have the discretion
to award Mr. Lanier an individual performance bonus of up to 100% of his
formula-derived bonus. When considering the amount, if any, of such an
individual performance bonus, the Committee will evaluate the Company's sales,
earnings and return on net assets, its total return to stockholders, the
Company's relative performance compared to other apparel companies and Mr.
Lanier's achievements during the year.

In August 2003, the Committee awarded stock options to the Company's
executive officers and other executives. Mr. Lanier was granted an award of
options for 6,500 shares of the Company's common stock. The Committee believes
that this and previous stock option grants provide incentive for Mr. Lanier to
maximize the Company's performance to the benefit of all shareholders.

Code Section 162(m) Implications for Executive Compensation

It is the responsibility of the Committee to address the issues raised by
Section 162(m) of the Internal Revenue Code of 1986. This Section limits the
Company's annual deduction to $1,000,000 for compensation paid to its chief
executive officer and to the next four most highly compensated executives of the
Company. Certain compensation that qualifies as performance-based or that meets
other requirements under the Code may be exempt from the Code Section 162(m)
limit. Given the Company's current level of executive compensation, the
Committee has recommended that the Company's stockholders ratify the Oxford
Industries, Inc. Executive Performance Incentive Plan so that a portion of the
bonuses paid under that Plan may be treated as performance-based compensation
not subject to the limits of Code Section 162(m). The Committee will continue to
monitor the impact of Code Section 162(m), although it reserves the right to
award compensation in excess of the limits as it deems necessary or appropriate.

Conclusion

The Committee believes that the Company's executive compensation program is
competitive and provides the appropriate mix of incentives to achieve the goals
of the Company. The achievement of these goals should enhance the profitability
of the Company and provide sustainable value to the Company's stockholders.

Respectfully submitted,

Robert E. Shaw, Chairman
Clarence B. Rogers, Jr.
Helen B. Weeks

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Tom Gallagher, President of Genuine Parts Company, serves as a director
of the Company. Mr. Hicks Lanier serves as a director of Genuine Parts Company
and is a member of its Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SunTrust Banks, Inc. and its subsidiaries are principal stockholders of the
Company (see "Beneficial Ownership of Common Stock -- Principal Stockholders"
above). Mr. E. Jenner Wood III was Chairman, President and Chief Executive
Officer of SunTrust Bank, Central Group, at the end of the 2003 fiscal year.
During that year, SunTrust Bank made short-term loans to the Company under a
line of credit arrangement. The maximum amount of loans outstanding under this
arrangement at any time during the 2003 fiscal year was $3,500,000. SunTrust
Bank also made loans to the Company under a revolving accounts receivable
securitization program. The maximum amount of loans outstanding under this
arrangement at any time during the 2003 fiscal year was $21,000,000. SunTrust
Bank issued letters of credit on the Company's behalf in connection with the
Company's purchases of imported goods. The greatest aggregate amount of
outstanding letters of credit issued by SunTrust Bank, Atlanta on the Company's
behalf during the 2003 fiscal year was $1,279,927. SunTrust Bank charges fees of
approximately one and one-quarter percent (1.25%) of the outstanding amount of
each letter of credit over a 360-day period. The maximum amount of loans and
letters of credit outstanding under these arrangements at any time during the
2003 fiscal year was approximately $22,020,520. SunTrust Bank performs payroll
and stock transfer services for the Company. The foregoing transactions with
SunTrust Bank involve arm's length terms and conditions competitive with those
obtainable from comparable banking institutions.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table discloses compensation awarded, earned or paid to the
Company's Chief Executive Officer and its four other highest-paid executive
officers during the three preceding fiscal years:

LONG-TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION ------------
------------------- STOCK
SALARY BONUS OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) (# SHARES) COMPENSATION(1)($)
--------------------------- ---- -------- -------- ------------ ------------------

J. Hicks Lanier 2003 505,052 736,950 5,000 57,861
Chairman of the Board & 2002 471,976 25,000 5,000 26,344
Chief Executive Officer 2001 469,460 20,348 10,000 17,146
Ben B. Blount, Jr. 2003 419,750 300,000 5,000 31,280
Executive Vice President 2002 394,788 14,887 5,000 22,071
& Chief Financial Officer 2001 389,975 9,569 10,000 14,320
L. Wayne Brantley 2003 333,043 250,000 5,000 9,298
Group Vice President 2002 303,470 96,949 5,000 6,604
2001 294,607 42,526 10,000 5,574
Knowlton J. O'Reilly 2003 450,480 300,000 5,000 6,744
Group Vice President 2002 403,559 -- 5,000 5,925
2001 411,303 59,466 10,000 5,987
Frank Sahagian, Jr. 2003 323,384 225,000 5,000 23,639
Group Vice President 2002 290,500 -- 4,000 12,763
2001 -- -- -- --

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

(1) All other compensation includes Excess Group Life Insurance in the amounts
of $7,608 for Mr. Lanier, $6,243 for Mr. Blount, $4,523 for Mr. Brantley,
$6,271 for Mr. O'Reilly, and $1,644 for Mr. Sahagian. It also includes the
Company's share of Split Dollar Life Insurance in the amounts of $419 for
Mr. Lanier, $478 for Mr. Blount, $343 for Mr. Brantley, and $419 for Mr.
O'Reilly. It also includes matching contributions to the Company's
Retirement Savings Plan in the amounts of $4,385 for Mr. Lanier, $4,432 for
Mr. Brantley, and $4,415 for Mr. Sahagian. In addition, it includes matching
contributions to the Company's Non-Qualified Deferred Compensation Plan in
the amounts of $45,449 for Mr. Lanier, $24,559 for Mr. Blount and $17,580
for Mr. Sahagian. Finally, it includes miscellaneous compensation in the
amount of $54 for Mr. O'Reilly.

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information concerning stock options granted
during the fiscal year to the named executive officers. None of the named
executive officers were granted stock appreciation rights.

INDIVIDUAL GRANTS
-------------------------------------------------------
PERCENT OF
OPTIONS EXERCISE OR GRANT DATE
OPTIONS GRANTED TO BASE PRICE PRESENT VALUE(1)
NAME GRANTED(#) EMPLOYEES ($/SH) EXPIRATION DATE ($6.49/SH)
---- ---------- ---------- ----------- --------------- ----------------

J. Hicks Lanier 5,000 4.27% 23.45 July 15, 2012 32,450
Ben B. Blount, Jr. 5,000 4.27% 23.45 July 15, 2012 32,450
L. Wayne Brantley 5,000 4.27% 23.45 July 15, 2012 32,450
Knowlton J. O'Reilly 5,000 4.27% 23.45 July 15, 2012 32,450
Frank Sahagian, Jr. 5,000 4.27% 23.45 July 15, 2012 32,450

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

(1) "Grant Date Present Value" represents the estimated present value of the
stock options measured at the date of grant using the Black-Scholes option
pricing model with the following assumptions: risk-free interest rate of
5.150%; dividend yield of 3.582%; volatility factor of 0.2814 and an
expected option life of ten years.

AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

The following table provides information concerning stock option exercises
in fiscal 2003 by the named executive officers and the value of their
unexercised options on May 30, 2003.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

VALUE OF
NUMBER OF SHARES UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS AT OPTIONS AT
NAME ON EXERCISE REALIZED FISCAL YEAR-END FISCAL YEAR-END
---- ----------- -------- ---------------------- ---------------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE

J. Hicks Lanier 0 $0 19,000 $214,199
21,000 $347,487
Ben B. Blount, Jr. 0 $0 19,000 $214,200
21,000 $347,487
L. Wayne Brantley 0 $0 17,000 $169,000
21,000 $347,487
Knowlton J. O'Reilly 0 $0 17,000 $169,000
21,000 $347,487
Frank Sahagian, Jr. 0 $0 3,200 $ 37,310
10,000 $169,663

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of May 30, 2003 with respect to
the shares of Company common stock that may be issued under our existing equity
compensation plans, consisting of the 1997 Stock Option Plan and the 1997
Restricted Stock Plan.

(A) (B) (C)
-------------------- ----------------- -----------------------------------
NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES REMAINING
TO BE ISSUED UPON EXERCISE PRICE OF AVAILABLE FOR FUTURE ISSUANCE UNDER
EXERCISE OF OUTSTANDING EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OPTIONS, WARRANTS (EXCLUDING SECURITIES REFLECTED IN
PLAN CATEGORY WARRANTS AND RIGHTS AND RIGHTS COLUMN (A))
------------- -------------------- ----------------- -----------------------------------

Equity compensation plans approved
by security holders.............. 483,580 $25 252,494(1)
Equity compensation plans not
approved by security holders..... 0 0 0
------- --- -------
Total.............................. 483,580 $25 252,494

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

(1) Includes 97,564 shares available for issuance under the 1997 Restricted
Stock Plan

PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's stock against the
cumulative total return of (i) the S&P SmallCap 600 Index and (ii) the S&P 500
Apparel, Accessories and Luxury Goods for a period of five years beginning May
30, 1998 and ending May 30, 2003. The performance graph assumes an initial
investment of $100 and reinvestment of dividends.

(PERFORMANCE GRAPH)

-------------------------------------------------------------------------------------
5/30/98 5/28/99 6/2/00 6/1/01 5/31/02 5/30/03
-------------------------------------------------------------------------------------

Oxford Industries, Inc. $100 $82.93 $50.61 $71.22 $92.73 $142.16
S&P SmallCap 600 Index $100 $92.70 $111.53 $121.48 $131.67 $117.34
S&P 500 Apparel,
Accessories, Luxury $100 $73.43 $60.40 $80.48 $88.93 $ 69.81

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that our
officers and directors, and persons who beneficially own more than ten percent
of our common stock, file with the Securities and Exchange Commission certain
reports, and to furnish copies thereof to us, with respect to each such person's
beneficial ownership of our equity securities. To the Company's knowledge, based
solely upon a review of the copies of such reports furnished to us and certain
representations made by such persons, all such persons complied with the
applicable reporting requirements during fiscal 2003.

2. ADOPTION OF THE OXFORD INDUSTRIES, INC.
EXECUTIVE PERFORMANCE INCENTIVE PLAN

On August 20, 2003, the Board of Directors adopted the Oxford Industries,
Inc. Executive Performance Incentive Plan, subject to the approval of the
Company's stockholders. The Plan provides for the payment of

annual incentive compensation to participants upon the achievement of
performance goals established annually by the Committee administering the Plan.

If the Plan is approved by the Company's stockholders at the annual
meeting, it will become effective as of May 31, 2003 and will continue from year
to year until terminated by the Board of Directors. Should the stockholders fail
to approve the Plan, certain future payments of annual incentive compensation to
the Company's executive officers may not be fully deductible by the Company as a
compensation expense under Code Section 162(m), as discussed further below.

Summary of the Plan

The following summary of the Plan is qualified in its entirety by the full
text of the Plan, a copy of which has been attached to this proxy statement. You
are encouraged to read the full text of the Plan if you need more information.

Consistent with the information regarding Code Section 162(m) presented in
the Compensation Committee Report above, this Plan is presented for approval by
the Company's stockholders in order to preserve the Company's deduction under
Code Section 162(m) for certain performance-based compensation that may be paid
to its executive officers. Another purpose of the Plan is to further the
Company's ability to attract and retain qualified executives by providing
performance-based compensation as an incentive for their efforts to achieve
financial and strategic objectives.

The Plan authorizes the payment of annual incentive compensation to
eligible employees of the Company. The Plan will be administered by a committee
of the Board of Directors consisting solely of two or more outside directors, as
defined in the regulations under Code Section 162(m). Until specified otherwise,
the Plan will be administered by the Stock Option and Compensation Committee.

At the beginning of each fiscal year, the Committee will select the
participants in the Plan for that year. Participation in the Plan is limited to
the Chief Executive Officer of the Company and any other employee of the Company
or its subsidiaries who, in the opinion of the Committee, (i) will have
compensation for a fiscal year sufficient to result in the employee being listed
in the Summary Compensation Table appearing in the Company's proxy statement for
the fiscal year, or (ii) otherwise qualifies as a key executive of the Company
or a senior executive officer of a subsidiary. An employee hired or promoted
during the year may subsequently be named as a participant. For the 2004 fiscal
year, the only participant in the Plan is the Company's Chief Executive Officer.

No later than 90 days after the beginning of a year, the Committee will
specify in writing the performance goals and annual performance incentive
payments that are to apply for that year. Performance incentive payments may
vary among participants and from year to year, but the maximum incentive payment
to any participant in a year is $5,000,000.

The performance goals established by the Committee must be based upon one
or more of the following factors: (i) earnings before interest expense, taxes,
depreciation and amortization ("EBITDA"); (ii) earnings before interest expense
and taxes ("EBIT"); (iii) net earnings; (iv) net income; (v) operating income;
(vi) earnings per share; (vii) book value per share; (viii) return on
shareholders' equity; (ix) capital expenditures; (x) expenses and expense ratio
management; (xi) return on investment; (xii) improvements in capital structure;
(xiii) profitability of an identifiable business unit or product; (xiv)
maintenance or improvement of profit margins; (xv) stock price; (xvi) market
share; (xvii) revenues or sales; (xviii) costs; (xix) cash flow; (xx) working
capital; (xxi) return on (net) assets; (xxii) economic value added; (xxiii)
gross

or net profit before or after taxes or (xxiv) objectively determinable goals
with respect to service or product delivery, service or product quality,
inventory management, customer satisfaction, meeting budgets and/or retention of
employees. Performance measures may relate to the Company and/or one or more of
its subsidiaries, one or more of its divisions or units or any combination of
the foregoing, on a consolidated or nonconsolidated basis, and may be applied on
an absolute basis or be relative to one or more peer group companies or indices,
or any combination thereof, all as the Committee determines.

As soon as possible after the end of each year, the Committee will certify
for each participant whether the performance goals for that year have been met.
If such goals have been met, the Committee may authorize payment of the annual
performance incentive compensation to the participant. The Committee has
discretion to reduce, but not to increase, the previously established annual
performance incentive compensation if the performance goals have been met.
However, the Committee may elect to award a discretionary bonus that is based in
whole or in part upon the achievement of the performance goals under the Plan.

Annual performance incentive compensation awards will be paid in cash (or
as otherwise determined by the Committee) as soon as practicable following the
close of the performance year. However, such payment may be subject to deferral
pursuant to the provisions of any applicable deferred compensation plan
maintained by the Company or its subsidiaries. If a participant's employment is
terminated for cause during a performance year, he or she will not receive any
annual performance incentive compensation for that year.

The Board of Directors may amend or terminate the Plan at any time, but no
such amendment or termination will affect the payment of annual performance
incentive compensation for a year already ended, and no such amendment may,
without the approval of the stockholders, change the material terms of a
performance goal or effect any other change that would cause the loss of a tax
deduction to the Company under Code Section 162(m) absent stockholder approval.

Federal Income Tax Consequences

A participant will recognize ordinary income, and the Company will be
allowed a tax deduction, at the time annual performance incentive compensation
is paid or payable. Code Section 162(m) provides that no federal income tax
deduction is allowed for compensation paid to a covered employee in any taxable
year to the extent that such compensation exceeds $1,000,000. This deduction
limitation does not apply to compensation that is performance-based compensation
within the meaning of the Code Section 162(m) regulations. The Plan is intended
to preserve the Company's federal income tax deduction for annual performance
incentive compensation payments under the Plan by meeting the requirements for
performance-based compensation under Code Section 162(m).

Benefits to Named Executive Officers and Others

Only the Company's Chief Executive Officer is currently eligible to
participate in the Plan. It is not possible at this time to determine the
benefits or amounts that will be received by the Chief Executive Officer under
the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

3. APPROVAL OF FIRST AMENDMENT TO
THE 1997 STOCK OPTION PLAN

On July 14, 2003, the Company's Board of Directors adopted the First
Amendment to the Oxford Industries, Inc. 1997 Stock Option Plan, subject to the
approval of the stockholders, to increase the number of shares available under
the Plan.

As of August 18, 2003, there were 343,450 outstanding options and 38,680
shares available for grant under the Plan. The Company believes that the
proposed amendment is needed to provide the Company with the ability to continue
to attract and retain highly qualified employees. If the stockholders approve
the amendment, it will be effective as of July 14, 2003.

Summary of the Plan

A summary of the plan, as proposed to be amended, is set forth below. The
summary is qualified in its entirety by the full text of the Plan, a copy of
which has been attached to this proxy statement. You are encouraged to read the
full text of the Plan if you need more information.

The purpose of the Plan is to advance the interests of the Company and its
stockholders by providing the opportunity for key employees to purchase shares
of the Company's common stock through the exercise of stock options. The persons
eligible to receive stock options are key employees of the Company and its
subsidiaries. As of August 18, 2003, there were 83 participants in the Plan.

Prior to the proposed amendment, the maximum number of shares that could be
issued under the plan was 500,000 shares of common stock. The proposed amendment
would increase the maximum number of shares that may be issued under the Plan to
1,250,000 shares of common stock (an increase of 750,000 shares). To the extent
that a stock option terminates for any reason, the shares of stock subject to
the option will again be available for the grant of options under the Plan.
Shares issued under the Plan may be either authorized and unissued shares or
issued shares held in or acquired for the treasury of the Company.

The Plan is administered by the Stock Option and Compensation Committee of
the Board of Directors. Each member of the Committee must be an "outside
director" within the meaning of Code Section 162(m) and a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended. The Committee has full discretionary authority concerning the
issuance of options under the Plan and the interpretation and administration of
the Plan. All decisions of the Committee and its actions with respect to the
Plan are final, binding and conclusive.

The Committee is authorized under the Plan to grant options, which may be
incentive stock options or nonqualified stock options. All options will be
evidenced by a written option agreement between the Company and the participant,
which will include any provisions specified by the Committee consistent with the
terms of the Plan. The terms of an incentive stock option must meet the
requirements of Code Section 422.

The exercise price of each stock option granted under the Plan is
determined by the Committee, but the exercise price of each incentive stock
option must be at least 100% of the fair market value of the common stock on the
date of grant. The fair market value of the Company's stock on August 18, 2003
was $52.875 per share. The exercise price for an option will be payable
according to the method specified by the Committee. Generally, the purchase
price may be paid in cash, the surrender of previously-owned Company stock or a
combination thereof. The Committee may grant a new "reload" option to replace
shares that have been surrendered or withheld in connection with the exercise of
an option. The maximum number of shares of

common stock with respect to one or more options that may be granted during any
fiscal year under the Plan to any one person is 100,000.

The term of an option may not exceed ten years from the date of grant.
Stock options may expire earlier upon the termination of employment of the
optionee. An optionee may transfer an option only by will or by the laws of
descent and distribution.

The Plan is expected to remain in effect until July 14, 2007, or as long as
any options are outstanding. The Board of Directors may amend or terminate the
Plan at any time; provided that the Board may amend the Plan to increase the
number of shares of stock reserved under the Plan or to change the class of
individuals eligible under the Plan only with stockholder approval. If the Board
amends the Plan, the amendment will not adversely affect the rights of
individuals who have outstanding options unless such individuals consent to the
amendment. The Committee may amend any option agreement under the Plan if the
amended agreement is signed by the Company and the participant.

If the Company is involved in a corporate transaction or event that affects
the Company's common stock (including any recapitalization, reclassification,
reverse or forward stock split, stock dividend, extraordinary cash dividend,
merger, consolidation, split-up, spin-off, combination or exchange of shares),
the Committee may make an appropriate and equitable adjustment to the number and
kind of shares that are issuable under the Plan, take action to adjust the
number and kind of shares of stock subject to outstanding options, take action
to adjust the exercise price of outstanding stock options and make any other
equitable adjustments.

If the Company agrees to sell all or substantially all of its assets or
agrees to any other corporate transaction in which stock is converted into
another security or into the right to receive securities or property and such
agreement does not provide for the assumption or substitution of the options
granted under the Plan, each option at the direction and discretion of the
Committee shall (effective as of a date selected by the Committee) be (a)
cancelled unilaterally by the Company (subject to such conditions, if any, as
the Committee deems appropriate under the circumstances) in exchange for whole
shares of stock (and cash in lieu of a fractional share) the number of which, if
any, shall be determined by the Committee by dividing (1) the excess of the then
fair market value of the stock then subject to exercise (as determined without
regard to any vesting schedule for such option) under such option over the
option price of such stock by (2) the then fair market value of a share of
stock, or (b) cancelled unilaterally by the Company if the option price equals
or exceeds the fair market value of a share of stock on such date. If there is a
change in control of the Company or a tender or exchange offer is made for stock
other than by the Company, the Committee thereafter shall have the right to take
such action with respect to any option as the Committee deems appropriate.

Certain Federal Income Tax Effects

The following discussion is a summary of the federal income tax provisions
relating to the grant and exercise of options under the Plan and the subsequent
sale of common stock acquired under the Plan. The tax effect of exercising
options may vary depending upon the particular circumstances, and the income tax
laws and regulations change frequently.

Incentive Stock Options. There typically will be no federal income tax
consequences to a participant or to the Company upon the grant or exercise of an
incentive stock option. If the participant holds the option shares for the
required holding period of at least two years after the date the option was
granted or one year after exercise of the option, the difference between the
exercise price and the amount realized upon sale or disposition of the option
shares will be long-term capital gain or loss, and the Company will not be
entitled to a

federal income tax deduction. If the participant disposes of the option shares
in a sale, exchange, or other disqualifying disposition before the required
holding period ends, he or she will recognize taxable ordinary income in an
amount equal to the excess of the fair market value of the option shares at the
time of exercise over the exercise price, and the Company will be allowed a
corresponding federal income tax deduction. While the exercise of an incentive
stock option does not result in current taxable income, the excess of the fair
market value of the option shares at the time of exercise over the exercise
price will be an item of adjustment for purposes of determining the
participant's alternative minimum tax income.

Nonqualified Stock Options. There will be no federal income tax
consequences to a participant or to the Company upon the grant of a nonqualified
stock option. When the participant exercises a nonqualified option, however, he
or she will recognize ordinary income in an amount equal to the excess of the
fair market value of the common stock received upon exercise of the option at
the time of exercise over the exercise price, and the Company will be allowed a
corresponding federal income tax deduction.

Any gain that a participant recognizes when he or she later sells or
disposes of the option shares will be short-term or long-term capital gain,
depending on how long the participant held the shares. Special rules apply to a
participant who exercises and option by paying the exercise price by the
transfer to the Company of previously-owned shares of Company stock.

Benefits to Named Executive Officers and Others

During fiscal 2003, options were granted under the Plan to 79 persons. Any
future options will be granted at the discretion of the Committee. Therefore, it
is not presently possible to determine the benefits or amounts that will be
received by any person or group pursuant to the Plan in the future. Because
non-employee directors are not eligible to participate in the Plan, such
directors will not be granted any options under the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

4. APPROVAL OF FIRST AMENDMENT TO
THE 1997 RESTRICTED STOCK PLAN

On August 20, 2003, the Company's Board of Directors adopted the First
Amendment to the Oxford Industries, Inc. 1997 Restricted Stock Plan, subject to
the approval of the stockholders, to include non-employee members of the
Company's Board of Directors as persons eligible to participate in the Plan. The
Company believes that the proposed amendment is needed to provide the Company
with the ability to continue to attract and retain highly qualified non-employee
directors, as well as to align the interests of those directors with the
Company's stockholders. If the stockholders approve the amendment, it will be
effective as of August 18, 2003.

Summary of the Plan

The purpose of the Plan is to advance the interests of the Company and its
stockholders by providing the Company with the opportunity to compensate its key
employees and non-employee directors with shares of common stock containing
restrictions on sale and other restrictions in lieu of cash compensation. The
persons

eligible to receive awards are (i) key employees of the Company and its
subsidiaries and (ii) non-employee members of the Company's Board of Directors.
As of August 18, 2003, there were no participants in the Plan.

The maximum number of shares that may be issued under the plan is 100,000
shares of common stock. To the extent that an award terminates for any reason,
the shares of stock subject to the award will again be available for the grant
of awards under the Plan. Shares issued under the Plan may be either authorized
and unissued shares or issued shares held in or acquired for the treasury of the
Company.

The Plan is administered by the Stock Option and Compensation Committee of
the Board of Directors. Each member of the Committee must be an "outside
director" within the meaning of Code Section 162(m) and a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended. The Committee has full discretionary authority concerning the
grant of awards under the Plan and the interpretation and administration of the
Plan. All decisions of the Committee and its actions with respect to the Plan
are final, binding and conclusive.

The Committee is authorized under the Plan to grant awards of restricted
stock in lieu of base compensation and compensation under the Company's
incentive plans that would otherwise be paid in cash. All awards will be
evidenced by a written agreement between the Company and the participant, which
will include any provisions specified by the Committee consistent with the terms
of the Plan. As a condition of the issuance of shares under the Plan, the
Committee may require the participant to enter into an agreement that restricts
the right of the participant to transfer the shares of stock until satisfaction
of such conditions as the Committee may require. Each share of stock issued
pursuant to the Plan shall be nontransferable by the participant until the
restrictions placed on that stock have been satisfied.

The Plan is expected to remain in effect until July 14, 2007, or as long as
any awards are outstanding. The Board of Directors may amend or terminate the
Plan at any time; provided that any amendment may not adversely affect the
rights of individuals who have outstanding awards unless such individuals
consent to the amendment. The Committee may amend any agreement under the Plan
if the amended agreement is signed by the Company and the participant.

If the Company agrees to sell all or substantially all of its assets or
agrees to any other corporate transaction in which stock is converted into
another security or into the right to receive securities or property, the
Committee may, in its sole discretion, remove some or all restrictions on shares
issued under the Plan. If there is a change in control of the Company or a
tender or exchange offer is made for stock other than by the Company, the
Committee thereafter shall have the right to remove some or all restrictions on
shares issued under the Plan.

Certain Federal Income Tax Effects

The following discussion is a summary of the federal income tax provisions
relating to the grant of awards under the Plan and the subsequent sale of common
stock acquired under the Plan. The tax effect of receiving

an award may vary depending upon the particular circumstances, and the income
tax laws and regulations change frequently.

Restricted Stock. Unless a participant makes an election to accelerate
recognition of the income to the date of grant as described below, the
participant will not recognize income, and the Company will not be allowed a tax
deduction, at the time a restricted stock award is granted. When the
restrictions lapse, the participant will recognize ordinary income equal to the
fair market value of the common stock as of that date (less any amount the
participant paid for the stock), and the Company will be allowed a corresponding
federal income tax deduction at that time, subject to any applicable limitations
under Code Section 162(m).

If the participant files an election under Code Section 83(b) within 30
days after the date of grant of the restricted stock, he or she will recognize
ordinary income as of the date of grant equal to the fair market value of the
stock as of that date (less any amount paid for the stock), and the Company will
be allowed a corresponding federal income tax deduction at that time, subject to
any applicable limitations under Code Section 162(m). Any future appreciation in
the stock will be taxable to the participant at capital gains rates.

Benefits to Named Executive Officers and Others

During fiscal 2003, there were no awards granted under the Plan. Any future
awards will be granted at the discretion of the Committee. Therefore, it is not
presently possible to determine the benefits or amounts that will be received by
any person or group pursuant to the Plan in the future.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

5. APPROVAL OF AMENDMENT TO RESTATED ARTICLES
OF INCORPORATION FOR INCREASE IN
AUTHORIZED SHARES OF COMMON STOCK

On August 20, 2003, the Board of Directors approved a resolution to amend
the Company's Restated Articles of Incorporation to increase the number of
shares of $1 par value common stock that the Company is authorized to issue from
30,000,000 to 60,000,000. The increase in authorized shares of common stock will
become effective upon the approval of the Company's stockholders and the filing
of Amended and Restated Articles of Incorporation with the Secretary of State of
the State of Georgia, in the form attached to this proxy statement. The increase
will have no effect on the 30,000,000 shares of authorized $1 par value
preferred stock, none of which are currently outstanding. As discussed below,
the increase in authorized shares will provide the Company with the flexibility
to take certain actions that the Board of Directors may deem to be in the best
interest of the Company.

As of August 18, 2003, there were:

- 8,066,759 shares of common stock issued and outstanding;

- 97,564 shares of common stock reserved and available for issuance under
the Company's 1997 Restricted Stock Plan;

- 91,230 shares of common stock remaining to be issued upon exercise of
outstanding stock options under the Company's 1992 Stock Option Plan; and

- 343,450 shares of common stock remaining to be issued upon exercise of
outstanding stock options under the Company's 1997 Stock Option Plan.

- 485,248 shares of common stock that the Company may be required to issue
pursuant to an earnout agreement with the selling stockholders of
Viewpoint International, Inc.

Finally, the Company has also included with this proxy statement a proposal to
increase the number of shares of common stock reserved for issuance under the
1997 Stock Option Plan from 500,000 to 1,250,000.

Accordingly, an increase in the number of authorized shares of common stock
is necessary for the Company to have additional authorized shares available to
raise capital, make strategic acquisitions, or enter into strategic alliances if
and when opportunities arise. The Company believes that having the additional
shares available for issuance will enable it to take prompt action on such
corporate opportunities as may materialize in the future if the Board of
Directors deems an issuance of common stock to be in the best interest of the
Company. The disadvantage of additional issuances of common stock is that they
would dilute the percentage of the Company owned by existing stockholders. The
increase in authorized shares would also allow the Company to split its stock in
the event that the Board of Directors determines that such action is
appropriate. Additional shares issued to existing stockholders in a stock split
would not dilute the percentage owned by those stockholders.

Approval of this proposal will increase the number of shares of common
stock available for issuance by the Company to 60,000,000. Should the
stockholders fail to approve this Proposal, neither the increase in the
authorized number of shares of $1 par value common stock nor the related
amendment to the Company's Restated Articles of Incorporation will be effective.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

6. APPOINTMENT OF AUDITORS

The Board of Directors has selected Ernst & Young LLP, independent
auditors, as auditors for the current year. Ernst & Young LLP have served as
auditors for the Company since May 2002. The Board of Directors considers such
accountants to be well qualified and recommends that the stockholders vote to
ratify their appointment. Stockholder ratification of the appointment of
auditors is not required by law; however, the Board of Directors considers the
solicitation of stockholder ratification to be in the Company and stockholders'
best interests.

Arthur Andersen LLP served as the Company's independent auditors for 2000,
2001 and a portion of 2002. On May 22, 2002, the Company terminated the
engagement of Arthur Andersen LLP and appointed Ernst & Young LLP as its new
independent auditors, effective on such date. The decision to replace Arthur
Andersen LLP was made upon the recommendation of the Audit Committee.

During the Company's fiscal years ended June 2, 2000 and June 1, 2001 and
the subsequent interim period through May 22, 2002, there were no disagreements
between the Company and Arthur Andersen LLP on any matter of auditing principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to Arthur Andersen LLP's satisfaction would
have caused them to make reference to the subject matter of the disagreement in
connection with their reports.

None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the Company's fiscal years ended June 2, 2000 and
June 1, 2001 and the subsequent interim period through May 22, 2002.

The audit reports of Arthur Andersen LLP on the consolidated financial
statements of the Company as of and for the fiscal years 2000 and 2001 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.

In view of the difficulty and expense involved in changing auditors on
short notice, should the stockholders not ratify the selection of Ernst & Young
LLP, it is contemplated that the appointment of Ernst & Young LLP for the fiscal
year ending May 28, 2004 will be permitted to stand unless the Board of
Directors finds other compelling reasons for making a change. Disapproval by the
stockholders will be considered a recommendation that the Board select other
auditors for the following year. A representative of Ernst & Young LLP is
expected to attend the annual meeting. The representative will be given the
opportunity to make a statement if he desires to do so and is expected to be
available to respond to questions from stockholders.

FEES PAID TO AUDITORS

The Audit Committee annually approves the engagement of independent public
accountants to provide audit and non-audit services to the Company before the
appointment of such auditors is commenced.

Audit Fees. The aggregate fees billed by Arthur Andersen LLP for
professional services rendered for the Company's Quarterly Reports on Form 10-Q
for the first, second and third quarters of the 2002 fiscal year totaled $15,000
and for foreign statutory audits totaled $25,147. The aggregate fees billed by
Ernst & Young LLP for professional services rendered for the audit of the
company's annual financial statements included in the Company's Annual Report on
Form 10-K for the 2002 fiscal year totaled $210,000 and for a foreign statutory
audit totaled $5,749. For the 2003 fiscal year, the aggregate fees billed by
Ernst & Young LLP for professional services rendered for the audit of the
Company's annual and quarterly financial statements totaled $419,926, of which
$200,000 related to the audit of the Company's annual financial statements,
$22,666 related to reviews of the Company's quarterly financial statements,
$7,260 related to a foreign statutory audit, and the remaining approximately
$190,000 related to services rendered for comfort letters, consents and
accounting consultations.

Audit Related Fees. The aggregate fees billed in the 2002 fiscal year for
professional services rendered by Arthur Andersen LLP for assurance and related
services totaled $23,500. Such fees related to Arthur Andersen LLP's audit of
the Company's benefit plans. The aggregate fees billed by Ernst & Young LLP for
assurance and related services in the 2003 fiscal year were $10,609. Such fees
related to Ernst & Young LLP's performance of due diligence in preparation for a
Company acquisition.

Tax Fees. The aggregate fees billed in the 2002 fiscal year for additional
professional tax services by Ernst & Young LLP totaled $43,212. The aggregate
fees billed in the 2003 fiscal year for professional services rendered by Ernst
& Young LLP for tax compliance, tax advice, and tax planning totaled $82,767.

ANNUAL REPORT TO STOCKHOLDERS

The Company's Annual Report for the fiscal year ended May 30, 2003,
including consolidated financial statements, has been mailed to stockholders.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. The Company is
supplying brokers, dealers, banks and voting trustees, or their nominees, with
copies of this proxy statement and of the 2003 Annual Report for the purpose of
soliciting proxies from beneficial owners of the Company's common stock, and the
Company will reimburse such brokers and other record holders for their
reasonable out-of-pocket expenditures made in such solicitation. Employees of
the Company may solicit proxies by mail, telephone, telegraph and personal
interview. The Company does not presently intend to pay compensation to any
individual or firm for the solicitation of proxies. If management should deem it
necessary and appropriate, however, the Company may retain the services of an
outside individual or firm to assist in the solicitation of proxies.

STOCKHOLDER PROPOSALS

Stockholders who wish to submit proposals to be included in the 2004 proxy
materials and to be voted upon at the 2004 Annual Meeting must do so by May 9,
2004. Any such proposal should be presented in writing to the Secretary of the
Company at the Company's principal offices.

OTHER MATTERS

The minutes of the Annual Meeting of Stockholders held on October 7, 2002
will be presented to the meeting, but it is not intended that action taken under
the proxy will constitute approval of the matters referred to in such minutes.
The Board of Directors knows of no other matters to be brought before the
meeting. If any other matters should come before the meeting, however, the
persons named in the proxy will vote such proxy in accordance with their
discretion on such matters.

Thomas C. Chubb III
Secretary

EXHIBIT 1

OXFORD INDUSTRIES, INC.
EXECUTIVE PERFORMANCE INCENTIVE PLAN

SECTION 1 Purpose. The purpose of the Oxford Industries, Inc. Executive
Performance Incentive Plan is as follows: (i) to attract and retain qualified
executives by providing performance-based compensation as an incentive for their
efforts to achieve Oxford Industries, Inc.'s financial and strategic objectives;
and (ii) to generally qualify compensation paid under the Plan as
"performance-based compensation" within the meaning of Code Section 162(m), in
order to preserve the Company's tax deduction for compensation paid under the
Plan to Eligible Employees.

SECTION 2 Definitions. The following words and phrases as used in this
Plan shall have the meanings set forth in this Section unless a different
meaning is clearly required by the context.

2.1 "Board" means the Board of Directors of the Company.

2.2 "Code" means the Internal Revenue Code of 1986, as amended.

2.3 "Committee" means the committee appointed by the Board to administer
the Plan pursuant to Section 8.2.

2.4 "Company" means Oxford Industries, Inc.

2.5 "Eligible Employee" means the Chief Executive Officer of the Company
and any other employee of the Company (or of any Subsidiary) who, in the opinion
of the Committee, (i) will have compensation for the Plan Year sufficient to
result in the employee being listed in the Summary Compensation Table appearing
in the Company's proxy statement distributed to shareholders in the calendar
year following the Plan Year, as required by Item 402(a)(3) of Regulation S-K
under the Securities Act of 1933, as amended; or (ii) otherwise qualifies as a
key executive of the Company or a senior executive officer of a Subsidiary.

2.6 "Maximum Performance Award" means an amount not greater than $5
million with respect to the award of a bonus.

2.7 "Outside Directors" means members of the Board who qualify as outside
directors, as that term is defined in Code Section 162(m) and the regulations
proposed or adopted thereunder.

2.8 "Participant" means an Eligible Employee designated by the Committee
under Section 3 to participate in the Plan.

2.9 "Performance Award" means the bonus awarded to a Participant under the
terms of the Plan.

2.10 "Performance Measures" means the specified objectives and
measurements established by the Committee which, if satisfied, will result in a
Performance Award.

2.11 "Plan" means this Oxford Industries, Inc. Executive Performance
Incentive Plan, as amended from time to time.

2.12 "Plan Year" means the twelve-month period which is the same as the
Company's fiscal year.

2.13 "Subsidiary" means any corporation, joint venture or partnership in
which the Company owns directly or indirectly (i) with respect to a corporation,
stock possessing at least fifty percent (50%) of the total

combined voting power of all classes of stock in the corporation, or (ii) in the
case of a joint venture or partnership, a fifty percent (50%) or more interest
in the capital or profits of such joint venture or partnership.

SECTION 3 Participation. As soon as possible following the commencement
of each Plan Year, the Committee shall specify by name or position the
Participants. The Committee shall retain discretion to name as a Participant an
employee hired or promoted after the commencement of the Plan Year.

SECTION 4 Establishment of Performance Measures and Performance Awards

4.1 Time of Establishment. No later than ninety (90) days after the
commencement of the Plan Year, the Committee shall specify in writing the
Performance Measures and Performance Awards which are to apply for that Plan
Year, subject to the provisions of Sections 4.2 and 4.3.

4.2 Performance Awards. Performance Awards may vary among Participants
and from Plan Year to Plan Year; however, no Performance Award shall exceed the
Maximum Performance Award. Performance Awards may be established as a percentage
or multiple of base salary, or as a percentage or multiple of an established
target bonus. In addition to the Performance Awards that are intended to satisfy
the provisions of Code Section 162(m), the Committee may also award a
discretionary bonus that is based in whole or in part upon the achievement of
the Performance Measures established hereunder.

4.3 Performance Measures. Performance measures may include the
achievement of a specified a specified target, or target growth in, one or more
of the following: (i) earnings before interest expense, taxes, depreciation and
amortization ("EBITDA"); (ii) earnings before interest expense and taxes
("EBIT"); (iii) net earnings; (iv) net income; (v) operating income; (vi)
earnings per share; (vii) book value per share; (viii) return on shareholders'
equity; (ix) capital expenditures; (x) expenses and expense ratio management;
(xi) return on investment; (xii) improvements in capital structure; (xiii)
profitability of an identifiable business unit or product; (xiv) maintenance or
improvement of profit margins; (xv) stock price; (xvi) market share; (xvii)
revenues or sales; (xviii) costs; (xix) cash flow; (xx) working capital; (xxi)
return on (net) assets; (xxii) economic value added; (xxiii) gross or net profit
before or after taxes or (xxiv) objectively determinable goals with respect to
service or product delivery, service or product quality, inventory management,
customer satisfaction, meeting budgets and/or retention of employees.

Performance measures may relate to the Company and/or one or more of its
subsidiaries, one or more of its divisions or units or any combination of the
foregoing, on a consolidated or nonconsolidated basis, and may be applied on an
absolute basis or be relative to one or more peer group companies or indices, or
any combination thereof, all as the Committee determines. These factors will not
be altered or replaced by any other criteria without ratification by the
shareholders of the Company if failure to obtain such approval would result in
jeopardizing the tax deductibility of Performance Awards to Participants.

SECTION 5 Determination of Amount of Performance Awards

5.1 Committee Certification Regarding Performance Measures. As soon as
possible following the end of each Plan Year, the Committee shall certify for
each Participant whether the Performance Measures for that Plan Year have been
met. If such Performance Measures have been met, the Committee will award such
Participant the Performance Award established under Section 4 hereof, subject to
the discretion reserved in Section 5.3 to reduce such awards, but with no
discretion to increase the Performance Award. Notwithstanding the foregoing, the
Committee may elect to award a discretionary bonus that is based in whole or in
part upon the achievement of the Performance Measures established hereunder.

5.2 Maximum Award. No Performance Award to a Participant for a Plan Year
may exceed the Maximum Performance Award.

5.3 Reduction of Award Amount. The Committee in its sole discretion may
award to a Participant less than the Performance Award regardless of the fact
that the Performance Measures for the Plan Year have been met.

SECTION 6 Payment of Awards Performance Awards for a given Plan Year
shall be paid in cash (or as otherwise determined by the Committee) as soon as
practicable following the close of that Plan Year. However, such payment may be
subject to deferral pursuant to the provisions of any applicable deferred
compensation plan maintained by the Company or a Subsidiary.

SECTION 7 Termination of Employment. If a Participant's employment with
the Company (and its Subsidiaries, if applicable) terminates prior to the end of
a Plan Year for Cause, such Participant shall not receive any Performance Award
for such Plan Year.

SECTION 8 Plan Administration

8.1 Administration by Committee. The Plan shall be administered by the
Committee, which shall have the authority in its sole discretion, subject to the
provisions of the Plan, to administer the Plan and to exercise all the powers
either specifically granted to it under the Plan or necessary or advisable in
the administration of the Plan.

8.2 Appointment of Committee. The Board shall appoint the Committee from
among its members to serve at the pleasure of the Board. The Board from time to
time may remove members from, or add members to, the Committee and shall fill
all vacancies thereon. The Committee shall at all times consist solely of two or
more Outside Directors.

8.3 Interpretation of Plan Provisions. The Committee shall have complete
discretion to construe and interpret the Plan and may adopt rules and
regulations governing administration of the Plan. The Committee may consult with
the management of the Company but shall retain responsibility for administration
of the Plan. The Committee's decisions, actions and interpretations regarding
the Plan shall be final and binding upon all Participants.

8.4 Participation Limited to this Plan. A Participant in this Plan with
respect to a Plan Year shall not be entitled to participate in the Company's
Performance Bonus Program for such Plan Year, notwithstanding any provision of
such Performance Bonus Program to the contrary.

SECTION 9 Compliance with Code Section 162(m). The Company intends that
Performance Awards under this Plan satisfy the applicable requirements of Code
Section 162(m) so that such Code section does not deny the Company a tax
deduction for such Performance Awards. It is intended that the Plan shall be
operated and interpreted such that Performance Awards remain tax deductible by
the Company.

Notwithstanding the foregoing, the Committee may elect to award a
discretionary bonus that is based in whole or in part upon the achievement of
the Performance Measures established hereunder without regard to whether such
discretionary bonus would satisfy the requirements of Code Section 162(m).

SECTION 10 Nonassignability. No Performance Award granted to a
Participant under the Plan shall be assignable or transferable, except by will
or by the laws of descent and distribution.

SECTION 11 Effective Date and Term of Plan. The Plan shall be effective
as of May 31, 2003, subject to approval by the shareholders of the Company. The
Plan shall continue from year to year until terminated by the Board.

SECTION 12 Amendment of the Plan. The Board may amend, modify or
terminate the Plan at any time and from time to time. Notwithstanding the
foregoing, no such amendment, modification or termination shall affect the
payment of a Performance Award for a Plan Year already ended. In addition, any
amendment or modification of the Plan shall be subject to shareholder approval
if necessary for purposes of qualifying compensation paid under the Plan as
"performance-based compensation" under Code Section 162(m).

SECTION 13 General Provisions

13.1 Unfunded Plan. The Plan shall be an unfunded incentive compensation
arrangement for a select group of key management employees of the Company and
its participating Subsidiaries. Nothing contained in the Plan, and no action
taken pursuant to the Plan, shall create or be construed to create a trust of
any kind. A Participant's right to receive a Performance Award shall be no
greater than the right of an unsecured general creditor of the Company. All
Performance Awards shall be paid from the general funds of the Company, and no
segregation of assets shall be made to ensure payment of Performance Awards.

13.2 Governing Law. The Plan shall be interpreted, construed and
administered in accordance with the laws of the State of Georgia, without giving
effect to principles of conflicts of law.

13.3 Section Headings. The section headings contained in the Plan are for
purposes of convenience only and are not intended to define or limit the
contents of the Plan's sections.

13.4 Effect on Employment. Nothing contained in the Plan shall affect or
be construed as affecting the terms of employment of any Eligible Employee
except as expressly provided in the Plan. Nothing in the Plan shall affect or be
construed as affecting the right of the Company or a Subsidiary to terminate the
employment of an Eligible Employee at any time for any reason, with or without
cause.

13.5 Successors. All obligations of the Company with respect to
Performance Awards granted under the Plan shall be binding upon any successor to
the Company, whether such successor is the result of an acquisition of stock or
assets of the Company, a merger, a consolidation or otherwise.

13.6 Withholding of Taxes. The Company shall deduct from each Performance
Award the amount of any taxes required to be withheld by any governmental
authority.

IN WITNESS WHEREOF, Oxford Industries, Inc. has caused this Plan to be
executed this day of , 2003.

OXFORD INDUSTRIES, INC.

By:
--------------------------------------

Title:
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EXHIBIT 2

OXFORD INDUSTRIES, INC. 1997 STOCK OPTION PLAN
(AS AMENDED EFFECTIVE JULY 14, 2003)

PURPOSE

The purpose of the Oxford Industries, Inc. 1997 Stock Option Plan (the
"Plan") is to advance the interests of Oxford Industries, Inc. (the "Company")
and its stockholders by providing the opportunity for key employees to purchase
shares of the Company's common stock through the exercise of stock options and
to benefit from the Company's future growth.

II.

EFFECTIVE DATE OF PLAN

The effective date of this Plan shall be the date it is adopted by the
Board of Directors, provided that the shareholders of the Company shall approve
this Plan after the date of its adoption in accordance with Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and all other applicable
provisions of the Code, State law or NASD or exchange listing requirements
within 12 months after the date of adoption. If any options are granted under
this Plan before the date of such shareholder approval, such options
automatically shall be granted subject to such approval.

III.

ADMINISTRATION OF THE PLAN

This Plan shall be administered by a Stock Option and Compensation
Committee (the "Committee") of not less than two (2) Directors to be appointed
by the Board of Directors. Each member of the Committee shall at all times be an
"outside director" within the meaning of Code sec. 162(m) and a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

The Committee acting in its absolute discretion shall exercise such powers
and take such action as expressly called for under this Plan and, further, the
Committee shall have the power to interpret the Plan and (subject to Rule 16b-3
under the Exchange Act) to take such other action (except to the extent the
right to take such action is expressly exclusively reserved for the Board of
Directors or the Company's shareholders) in the administration or operation of
this Plan as the Committee deems equitable under the circumstances. The
interpretation of any provision of this Plan by the Committee and any action
taken by the Committee under this Plan or with respect to any option granted
hereunder shall be final and binding on all persons. No Committee member shall
be personally liable for any interpretation or action made or taken in good
faith under this Plan or with respect to any option granted hereunder and, to
the extent permitted by law, each member shall be indemnified by the Company
against any liability and expenses arising from such interpretation or action.

IV.

ELIGIBILITY

The persons eligible to participate in this Plan as recipients of stock
options shall be only those employees that the Committee in its discretion
determines to be key employees of the Company or any of the Company's subsidiary
corporations ("Subsidiary Corporations"), as defined in Section 424(f) of the
Code. Directors of the Company who are otherwise employed by the Company are
eligible employees.

GRANT OF OPTIONS

The Committee in its discretion may from time to time grant options to
purchase shares of stock to any eligible employees and determine the number of
shares which may be subject to each such option; provided, however, no option
shall be granted in any fiscal year of the Company to any employee for more than
100,000 shares of stock. Further, the Committee in its discretion shall have the
right to grant new options under this Section V in exchange for the surrender of
outstanding options which have a higher or lower option price, as well as the
right to grant "reload" options to replace shares that may have been surrendered
or withheld in connection with the exercise of an option (whether the option
exercised was granted under this Plan or any other stock option plan of the
Company). Each option granted pursuant to this Plan shall be expressed in a
written agreement between the eligible employee and the Company incorporating
such terms and conditions as may be determined by the Committee in its
discretion at the time of grant, subject to the terms, conditions and
limitations set forth in this Plan. Options granted pursuant to this Plan may be
either incentive stock options under Section 422 of the Code ("Incentive Stock
Options") or options which do not qualify as Incentive Stock Options, as
determined by the Committee in its discretion at the date of grant of each
option and specified in the written agreement granting such option. If the
Committee grants an Incentive Stock Option and an option which does not qualify
as an Incentive Stock Option to an eligible employee on the same date, the right
of the eligible employee to exercise one such option shall not be conditioned on
his failure to exercise the other such option.

VI.

OPTION SHARES

There shall be an aggregate number of 1,250,000 shares of $1.00 par value
common stock of the Company which may be subject to options granted pursuant to
this Plan. The shares may be either authorized and unissued shares or issued
shares held in or hereafter acquired for the treasury of the Company. In the
event any shares are subject to options which terminate for any reason without
being exercised (including, without limitation, the cancellation, expiration or
exchange of such options), such shares shall again become available for issuance
pursuant to options hereunder until the termination of the Plan as provided in
Section XI hereof.

VII.

OPTION PRICE

The purchase price for each share of stock with respect to which an option
is granted pursuant to this Plan (the "option price") shall be determined by the
Committee but the option price for each share of stock subject to an Incentive
Stock Option shall in no event be less than one hundred (100%) percent of the
fair market value of the stock at the time such option is granted. The option
price for each share of stock which is not subject to an Incentive Stock Option
may (in the absolute discretion of the Committee) be more or less than or equal
to the fair market value of a share of stock on the date such option is granted;
provided, however, that in no event shall the option price be less than adequate
consideration as determined by the Committee. For purposes of this Section VII,
the fair market value of a share of stock shall mean the mean between the high
and the low sales prices on any date for a share of stock as reported by The
Wall Street Journal under the New York Stock Exchange Composite Transactions
quotation system (or under any successor quotation system) or (b) if the stock
is not traded on the New York Stock Exchange, under the quotation system under
which such closing price is reported or (c) if The Wall Street Journal does not
report such closing price, such closing price as reported by a newspaper or
trade journal selected by the Committee or (d) if no such closing price is
available on such date, such closing price as so reported or so quoted in
accordance with subsection (a) above for the immediately preceding business day
or, (e) if no newspaper or trade journal reports such closing price or if no
such price quotation is available, the price which the Committee acting in good
faith determines through any reasonable valuation methods that a share of stock
might change hands between a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having reasonable knowledge of
the relevant facts. Such option price shall be payable according to the payment
method specified by the Committee in each option. The payment methods available
for selection by the Committee are cash (including by delivery of a personal
check) only, surrendering common stock of the Company or, to the extent allowed
by the Committee in its discretion, electing that the Company withhold shares of
stock (that otherwise would be transferred to the eligible employee as a result
of the exercise of such option), any combination of cash and common stock of the
Company or such other method as determined by the Committee. To the extent that
the eligible employee elects to pay the option price with shares of common
stock, such stock shall be valued at fair market value as of the day such shares
are surrendered as payment or treated by the Committee as withheld from the
exercise of the Option. Any election to withhold shares otherwise transferable
upon exercise in payment of the option price, and any such withholding, shall be
in accordance with the provisions of Rule 16b-3 under the Exchange Act.

VIII.

TERMS OF OPTIONS

The period during which an option granted under this Plan can be exercised
shall commence on the last day of the six (6) month period which begins on the
date of grant of the option and continue until such option expires by its terms.
No option granted under this Plan shall be exercisable by its terms after the
earlier of (a) the date the option is exercised in full, (b) the termination for
any reason of such option (including, without limitation, the cancellation,
expiration or exchange of such option), (c) the expiration of ten (10) years
from the date such option is granted, or (d) the expiration of three (3) months
from the date the employee first ceases to be an employee of the Company or any
of its Subsidiary Corporations for any reason, except as otherwise provided in
the terms of the option in accordance with the provisions of this Section VIII
relating to death or permanent disability.

Any option granted under this Plan may, but shall not be required to,
provide either or both of the following:

(a) in the event the eligible employee dies prior to the expiration of
the option, the option may be exercised in whole or in part by the person
or persons to whom such right passes by will or inheritance or by the
executor or administrator of the eligible employee's estate at any such
time or within such time as the Committee may specify in the terms of the
option; or

(b) in the event the eligible employee first ceases employment with
the Company or any of its Subsidiary Corporations because of permanent and
total disability (within the meaning of Section 22(e)(3) of the Code) prior
to expiration of the option, the option may be exercised by such disabled
eligible employee in whole or in part at such time or within such time as
the Committee may specify in the terms of the option, but in no event later
than the expiration of one (1) year from the date the eligible employee
ceases such employment by reason of such disability; provided, however,
that in neither such event shall the option be exercisable after the
expiration of ten (10) years from the date such option is granted.

IX.

NON-TRANSFERABILITY

Each option granted pursuant to this Plan by its terms shall not be
transferable by the eligible employee otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the eligible
employee's lifetime, only by him.

INCENTIVE STOCK OPTION LIMITATIONS

No Incentive Stock Option shall be granted to an eligible employee who,
immediately before the option is granted, owns stock (taking into consideration
the attribution rules of Section 424(d) of the Code) possessing greater than ten
(10%) percent of the total combined voting power of all classes of stock of the
Company or any of its Subsidiary Corporations, unless:

(a) the option price is at least one hundred ten (110%) percent of the
fair market value of the stock subject to the option at the date of grant;
and

(b) the option by its terms is not exercisable after the expiration of
five (5) years from the date the option is granted.

To the extent the aggregate fair market value (as determined as of the date
the Incentive Stock Option is granted) of the stock with respect to which
Incentive Stock Options granted after December 31, 1986 first become exercisable
by an eligible employee in any calendar year beginning after such date pursuant
to this Plan or any other plans of the Company or a Subsidiary Corporation which
satisfy the requirements of Section 422 of the Code exceeds $100,000, such
options shall not be treated as Incentive Stock Options. The Committee shall
interpret and administer the $100,000 limitation set forth in this paragraph in
accordance with Section 422(d) of the Code.

XI.

TERM OF THE PLAN

No option shall be granted under this Plan on or after the earlier of July
14, 2007, in which event this Plan shall thereafter continue in effect until all
outstanding options have been exercised in full or are no longer exercisable, or
the date on which all the stock reserved under Section VI of this Plan has (as a
result of exercise of options under this Plan) been issued or is no longer
available for use under this Plan, in which event this Plan shall also terminate
on such date.

XII.

TERMINATION OF EMPLOYMENT

The employment of any eligible employee shall not be deemed to have
terminated if he is transferred to and becomes an employee of a Subsidiary
Corporation, or if he is an employee of such a Subsidiary Corporation and is
transferred to or becomes an employee of the Company or of another Subsidiary
Corporation.

XIII.

ADJUSTMENT FOR CHANGES AFFECTING COMMON STOCK

The Committee in its discretion, to prevent dilution or enlargement of the
rights represented by options, may make appropriate adjustments to the number
and kind of shares available for issuance pursuant to options to be granted
under this Plan, and to the number, kind and option prices of shares subject to
outstanding options under this Plan, to give equitable effect to any
reorganization, recapitalization, exchange of shares, stock split, stock
dividend, rights offering, combination of shares, merger, consolidation,
spin-off, partial liquidation, or other similar transaction affecting the
Company's capitalization or corporate structure, including without limitation
any "corporate transaction" as that term is used in Section 424(a) of the Code
which provides for the substitution or assumption of such options.

XIV.

AMENDMENT OR DISCONTINUANCE OF THE
PLAN OR OUTSTANDING OPTIONS

This Plan may be amended by the Committee from time to time to the extent
that the Committee deems necessary or appropriate; provided, however, to the
extent required in accordance with Section 422 of the Code, no such amendment
shall be made absent approval of the shareholders of the Company (a) to increase
the number of shares of stock reserved under the Plan, or (b) to change the
class of employees eligible under the Plan; and, provided, further, that, to the
extent shareholder approval of any amendment is required to comply with other
applicable provisions of the Code, State law or NASD or exchange listing
requirements the Committee shall not so amend this Plan absent the approval of
the shareholders of the Company. The Committee also may suspend the granting of
options under this Plan at any time and may terminate this Plan at any time;
provided, however, the Committee shall not have the right unilaterally to
modify, amend or cancel any option granted before such suspension or termination
unless (1) the holder of such option consents in

writing to such modification, amendment or cancellation or (2) there is a
dissolution or liquidation of the Company or a transaction described in Section
XIII or XVI of this Plan.

XV.

NO EMPLOYMENT RIGHTS CONFERRED

Nothing in this Plan or in any option granted hereunder shall confer upon
any person any right of employment or continued employment by the Company or its
Subsidiary Corporations or impair the Company's and its Subsidiary Corporations'
rights to terminate any person's employment.

XVI.

SALE OR MERGER OR CHANGE IN CONTROL

If the Company agrees to sell all or substantially all of its assets for
cash or property or for a combination of cash and property or agrees to any
merger, consolidation, reorganization, share exchange, division or other
corporate transaction in which stock is converted into another security or into
the right to receive securities or property and such agreement does not provide
for the assumption or substitution of the options granted under this Plan, each
option at the direction and discretion of the Committee shall (effective as of a
date selected by the Committee) be (a) cancelled unilaterally by the Company
(subject to such conditions, if any, as the Committee deems appropriate under
the circumstances) in exchange for whole shares of stock (and cash in lieu of a
fractional share) the number of which, if any, shall be determined by the
Committee by dividing (1) the excess of the then fair market value of the stock
then subject to exercise (as determined without regard to any vesting schedule
for such option) under such option over the option price of such stock by (2)
the then fair market value of a share of stock, or (b) cancelled unilaterally by
the Company if the option price equals or exceeds the fair market value of a
share of stock on such date.

If there is a change in control of the Company or a tender or exchange
offer is made for stock other than by the Company, the Committee thereafter
shall have the right to take such action with respect to any unexercised option,
or all such options, as the Committee deems appropriate under the circumstances
to protect the interest of the Company in maintaining the integrity of such
grants under this Plan, including following the procedures set forth in this
section for a sale or merger of the Company. The Committee shall have the right
to take different action under this Section XVI upon a change in control with
respect to different employees or different groups of employees, as the
Committee deems appropriate under the circumstances. For purposes of this
Section XVI, a change in control shall mean the acquisition of the power to
direct, or cause the direction of, the management and policies of the Company by
a person (not previously possessing such power), acting alone or in conjunction
with others, whether through the ownership of stock, by contract or otherwise.
For purposes of this definition, (1) the term "person" means a natural person,
corporation, partnership, joint venture, trust, government or instrumentality of
a government and (2) customary agreements with or between the underwriters and
selling group members with respect to a bona fide public offering of stock shall
be disregarded.

XVII.

NO SHAREHOLDER RIGHTS

No eligible employee shall have any right as a shareholder of the Company
as a result of the grant of an option to him under this Plan or his exercise of
such option pending the actual delivery of stock subject to such option to such
eligible employee.

XVIII.

OTHER CONDITIONS

Each option agreement may require that an eligible employee (as a condition
to the exercise of an option) enter into any agreement or make such
representations prepared by the Company, including any agreement which restricts
the transfer of stock acquired pursuant to the exercise of such option or
provides for the repurchase of such stock by the Company under certain
circumstances. Certificates representing shares of stock transferred upon the
exercise of an option granted under this Plan may, at the discretion of the
Company, bear a legend to the effect that such stock has not been registered
under the Securities Act of 1933, as amended, or any applicable state securities
law and that such stock may not be sold or offered for sale in the absence of an
effective registration statement as to such stock under the Securities Act of
1933, as amended, and any applicable state securities law or an opinion, in form
and substance satisfactory to the Company, of legal counsel acceptable to the
Company, that such registration is not required.

XIX.

WITHHOLDING

The exercise of any option granted under this Plan shall constitute an
employee's full and complete consent to whatever action the Committee deems
necessary to satisfy the federal and state tax withholding requirements, if any,
which the Committee acting in its discretion deems applicable to such exercise.
The Committee also shall have the right to provide in an option agreement that
an employee may elect to satisfy federal and state withholding requirements
through a reduction in the number of shares of stock actually transferred to him
under this Plan, and if the employee is subject to the reporting requirements
under Section 16 of the Exchange Act, any such election and any such reduction
shall be effected so as to satisfy the conditions to an exemption under Rule
16b-3 under the Exchange Act.

XX.

CONSTRUCTION

This Plan shall be construed under the laws of the State of Georgia.

EXHIBIT 3

OXFORD INDUSTRIES, INC. 1997 RESTRICTED STOCK PLAN
(AS AMENDED EFFECTIVE AUGUST 18, 2003)

PURPOSE

The purpose of the Oxford Industries, Inc. 1997 Restricted Stock Plan (the
"Plan") is to advance the interests of Oxford Industries, Inc. (the "Company")
and its stockholders by providing the opportunity for the Company to compensate
its key employees with shares of common stock containing restrictions on sale
and other restrictions in lieu of cash compensation.

II.

EFFECTIVE DATE OF PLAN

The effective date of this Plan shall be the date it is adopted by the
Board of Directors, provided that the shareholders of the Company shall approve
this Plan after the date of its adoption in accordance with and all applicable
provisions of the Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), State law or NASD or exchange listing requirements within 12
months after the date of adoption. No shares of stock shall be issued under this
Plan prior to approval by the shareholders of the Company.

III.

ADMINISTRATION OF THE PLAN

This Plan shall be administered by a Stock Option and Compensation
Committee (the "Committee") of not less than two (2) Directors to be appointed
by the Board of Directors. Each member of the Committee shall at all times be an
"outside director" within the meaning of Code sec.162(m) and a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

The Committee acting in its absolute discretion shall exercise such powers
and take such action as expressly called for under this Plan and, further, the
Committee shall have the power to interpret the Plan and (subject to Rule 16b-3
under the Exchange Act) to take such other action (except to the extent the
right to take such action is expressly exclusively reserved for the Board of
Directors or the Company's shareholders) in the administration or operation of
this Plan as the Committee deems equitable under the circumstances. The
interpretation of any provision of this Plan by the Committee and any action
taken by the Committee under this Plan or with respect to any restriction
imposed with respect to any share issued under this Plan shall be final and
binding on all persons. No Committee member shall be personally liable for any
interpretation or action made or taken in good faith under this Plan or with
respect to any restriction imposed with respect to any shares issued under this
Plan, and, to the extent permitted by law, each member shall be indemnified by
the Company against any liability and expenses arising from such interpretation
or action.

IV.

ELIGIBILITY

The persons eligible to participate in this Plan as recipients of stock
issued under this Plan shall be only (i) those employees that the Committee in
its discretion determines to be key employees of the Company or any of the
Company's subsidiary corporations ("Subsidiary Corporations"), as defined in
Section 424(f) of the Code, and (ii) non-employee members of the Company's Board
of Directors. Directors of the Company who are otherwise employed by the Company
are eligible employees.

ISSUANCE OF RESTRICTED STOCK

The Committee in its discretion may from time to time issue shares of stock
in lieu of base compensation and compensation under the Company's incentive
plans that otherwise would be paid in cash. The Committee in its discretion
shall determine the key employees to whom shares of stock shall be issued and
the number of shares to be issued to such employees.

As a condition of the issuance of shares under this Plan the Committee may
require the employee to enter into an agreement which restricts the right of the
employee to transfer the shares of stock until satisfaction of such performance
or other conditions (including, without limitation, continuation of employment
for a time set by the Committee) as the Committee in its complete discretion may
require (the "Restrictions"). The agreement shall state that if an employee
fails to satisfy each and every Restriction, the employee shall forfeit the
shares or transfer the shares to the Company and receive no consideration from
the Company on account of such transfer. Each agreement shall specify what
dividend and voting rights, if any, an employee shall have with respect to stock
issued subject to Restrictions pending either the satisfaction of the
Restrictions or the forfeiture of the stock or transfer of the stock upon
failure to satisfy the Restrictions.

As a further condition of the issuance of shares under this Plan, the
Committee may require that the actual certificates issued with respect to such
shares be held by the Company until the Restrictions shall be satisfied.

VI.

NUMBER OF SHARES

There shall be an aggregate number of 100,000 shares of $1.00 par value
common stock of the Company which may be issued pursuant to this Plan. The
shares may be either authorized and unissued shares or issued shares held in or
hereafter acquired for the treasury of the Company. In the event any shares are
transferred to the Company on account of an employee's failure to satisfy the
Restrictions (as an example, without limitation, the employee's failure to
remain in the employment of the Company), such shares shall again become
available for issuance until the termination of this Plan as provided in Section
XI hereof.

The Committee in its discretion may make appropriate adjustment to the
number and kind of shares available for issuance pursuant to this Plan to give
equitable effect to any reorganization, recapitalization, exchange of shares,
stock split, stock dividend, rights offering, combination of shares, merger,
consolidation, spin-off, partial liquidation, or other similar transaction
affecting the Company's capitalization or corporate

structure, including without limitation any "corporate transaction" as that term
is used in Section 424(a) of the Code.

VII.

VALUATION OF SHARES

The value of each share of stock issued pursuant to this Plan shall be the
fair market value of a share of stock (determined without taking into account
any Restrictions applicable to the stock) on the date that (but for the issuance
of the stock) cash compensation would have been paid to the employee as
determined by the Committee. For purposes of this Section VII, the fair market
value of a share of stock shall mean the mean between the high and the low sales
prices on any date for a share of stock as reported by The Wall Street Journal
under the New York Stock Exchange Composite Transactions quotation system (or
under any successor quotation system) or (b) if the stock is not traded on the
New York Stock Exchange, under the quotation system under which such closing
price is reported or (c) if The Wall Street Journal does not report such closing
price, such closing price as reported by a newspaper or trade journal selected
by the Committee or (d) if no such closing price is available on such date, such
closing price as so reported or so quoted in accordance with subsection (a)
above for the immediately preceding business day or, (e) if no newspaper or
trade journal reports such closing price or if no such price quotation is
available, the price which the Committee acting in good faith determines through
any reasonable valuation methods that a share of stock might change hands
between a willing buyer and a willing seller, neither being under any compulsion
to buy or to sell and both having reasonable knowledge of the relevant facts.

The number of shares of stock that will be issued by the Company in lieu of
cash compensation will be determined by the Committee by dividing the amount of
the cash compensation which the Committee has chosen to pay in shares of stock
by the fair market value of a share of stock (determined without taking into
account any Restrictions applicable to the stock) on the date that compensation
would have been paid to the employee as determined by the Committee in
accordance with the preceding paragraph, and will be rounded down to the nearest
whole share of stock.

VIII.

NON-TRANSFERABILITY

Each share issued pursuant to this Plan by its terms shall not be
transferable by the employee until the Restrictions have been satisfied.

IX.

TERM OF THE PLAN

No share shall be issued under this Plan on or after July 14, 2007, in
which event this Plan shall thereafter continue in effect until the Restrictions
on all shares issued under this Plan shall have been satisfied or the shares
have been forfeited or transferred to the Company because the Restrictions on
the shares were not satisfied.

TERMINATION OF EMPLOYMENT

XI.

AMENDMENT OR DISCONTINUANCE OF THE PLAN

This Plan may be amended by the Committee from time to time to the extent
that the Committee deems necessary or appropriate; provided, however, that to
the extent shareholder approval of any amendment is required to comply with
applicable provisions of the Code, State law or NASD or exchange listing
requirements the Committee shall not so amend this Plan absent the approval of
the shareholders of the Company. The Committee also may suspend the issuance of
shares under this Plan at any time and may terminate this Plan at any time;
provided, however, the Committee shall not have the right unilaterally to
modify, amend or cancel any Restriction placed on shares unless (1) the holder
of shares consents in writing to such modification, amendment or cancellation or
(2) there is a dissolution or liquidation of the Company or a transaction
described in Section XIII of this Plan.

XII.

NO EMPLOYMENT RIGHTS CONFERRED

Nothing in this Plan or in any share issued hereunder shall confer upon any
person any right of employment or continued employment by the Company or its
Subsidiary Corporations or impair the Company's and its Subsidiary Corporations'
rights to terminate any person's employment.

XIII.

SALE OR MERGER OR CHANGE IN CONTROL

If there is a change in control of the Company or a tender or exchange
offer is made for stock other than by the Company, the Committee may in its sole
discretion remove some or all Restrictions on shares issued under this Plan. The
Committee shall have the right to take different action under this Section XIII
upon a change in control with respect to different employees or different groups
of employees, as the Committee deems appropriate under the circumstances. For
purposes of this Section XIII, a change in control shall mean the acquisition of
the power to direct, or cause the direction of, the management and policies of
the Company by a person (not previously possessing such power), acting alone or
in conjunction with others, whether through the ownership of stock, by contract
or otherwise. For purposes of this definition, (1) the term

"person" means a natural person, corporation, partnership, joint venture, trust,
government or instrumentality of a government and (2) customary agreements with
or between the underwriters and selling group members with respect to a bona
fide public offering of stock shall be disregarded.

XIV.

OTHER CONDITIONS

Certificates representing shares of stock issued under this Plan may, at
the discretion of the Company, bear a legend to the effect that such stock has
not been registered under the Securities Act of 1933, as amended, or any
applicable state securities law and that such stock may not be sold or offered
for sale in the absence of an effective registration statement as to such stock
under the Securities Act of 1933, as amended, and any applicable state
securities law or an opinion, in form and substance satisfactory to the Company,
of legal counsel acceptable to the Company, that such registration is not
required. Certificates representing shares of stock issued under this Plan also
may, at the discretion of the Committee, bear a legend to the effect that such
stock is subject to Restrictions and may not be transferred until satisfaction
of such Restrictions, with any attempted transfer of the stock in violation of
such legend to result in forfeiture of the stock.

XV.

WITHHOLDING

Each agreement entered into pursuant to this Plan which restricts the right
of an employee to transfer shares of stock issued pursuant to this Plan may
allow the Committee to take whatever action the Committee deems necessary to
satisfy the federal, state and other tax withholding requirements, if any, which
the Committee acting in its discretion deems applicable to the stock issued
pursuant to this Plan.

XVI.

CONSTRUCTION

This Plan shall be construed under the laws of the State of Georgia.

EXHIBIT 4

RESTATED ARTICLES OF INCORPORATION OF
OXFORD INDUSTRIES, INC.

CORPORATE NAME

The name of the corporation is

OXFORD INDUSTRIES, INC.

II.

CORPORATE EXISTENCE

The corporation shall have perpetual duration.

III.

CORPORATE PURPOSES AND POWERS

The purpose of the corporation shall be to manufacture, purchase and sell
garments and clothing of all kinds; to manufacture, purchase and sell dictation
equipment and other business machines and equipment of all kinds; to deal
generally in properties of every kind or description, tangible or intangible,
real, personal or mixed; and to conduct any other businesses and engage in any
other activities not specifically prohibited to corporations for profit under
the laws of the State of Georgia; and the corporation shall have all powers
necessary to conduct such businesses and engage in such activities, including,
but not limited to, the powers enumerated in the Georgia Business Corporation
Code or any amendment thereto.

IV.

CAPITAL STOCK

A. General. The total number of shares of capital stock which the
corporation shall have authority to issue is ninety million (90,000,000), of
which sixty million (60,000,000) shall be common stock of $1 par value per share
and of which thirty million (30,000,000) shall be preferred stock of $1 par
value per share. The authorized but unissued shares of common stock and
preferred stock shall be available for issuance and sale at any time and from
time to time, either in whole or in part, and upon such terms and conditions and
for such consideration, not less than the par value thereof, as may be provided
by the Board of Directors of the corporation.

B. Common Stock. The common stock shall be deemed to be stock entitled to
vote within the meaning of any of the provisions of the laws of the State of
Georgia and each holder of common stock shall, at every meeting of stockholders,
be entitled to one vote, in person or by proxy, for each share of such stock
held by him.

C. Preferred Stock. The following is a description of the terms,
provisions, preferences, rights, voting powers, restrictions and limitations of
the preferred stock:

(1) Dividends on the preferred stock shall be cumulative.

(2) The preferred stock shall rank superior to the common stock both
as to the payment of dividends (other than dividends payable solely in
shares of common stock) and as to amounts distributable upon the voluntary
or involuntary liquidation of the corporation.

(3) At any time after full cumulative dividends for all previous
dividend periods shall have been paid on the preferred stock and each other
class of stock (if any) ranking superior to or in parity with the preferred
stock as to dividends, and after declaring and making provision for the
payment in full of the quarterly dividends for the current dividend period
on the preferred stock and on each other class of stock ranking superior to
or in parity with the preferred stock as to dividends, and after all
requirements with respect to any purchase, retirement or sinking fund or
funds for all series of the preferred stock and each other class of stock
ranking superior to or in parity with the preferred stock have been
complied with, then, but not prior thereto, out of any funds of the
corporation lawfully available therefor, dividends may be declared and paid
on the class or classes of stock junior to the preferred stock as to
dividends, subject to the respective terms and provisions (if any) applying
thereto. The provisions of this paragraph shall not be applicable to
dividends payable solely in shares of common stock to holders of the common
stock. If at any time the corporation shall fail to pay full cumulative
dividends on any shares of the preferred stock or on any other class of
stock ranking superior to or in parity with the preferred stock, or if at
any time the corporation shall be in default under the requirements with
respect to any purchase, retirement or sinking fund or funds applicable to
any series of the preferred stock or any other class of stock ranking
superior to or in parity with the preferred stock, thereafter until such
dividends shall have been paid or declared and set apart for payment and
any other such default remedied, the corporation shall not purchase,
redeem, or otherwise acquire for consideration any shares of any class of
stock then outstanding and ranking in parity with or junior to the
preferred stock.

(4) In the event of any voluntary or involuntary liquidation of the
corporation, after payment or provision for payment of the debts and other
liabilities of the corporation, after making provision for preferred stock
superior to the preferred stock as to payments upon liquidation and before
any distribution to the holders of the common stock or any subordinate
preferred stock, the holders of each series of the preferred stock shall be
entitled to receive out of the net assets of the corporation an amount in
cash for each share equal to the amount fixed and determined by the Board
of Directors in the resolution providing for the issuance of the particular
series of preferred stock, plus all dividends accumulated and unpaid on
each such share of preferred stock up to the date fixed for distribution,
and no more. If the above-stated amount payable to the holders of the
preferred stock cannot be paid in full, the holders of the shares of
preferred stock shall share ratably in any distribution of assets in
proportion to the sums which would have been paid to them upon such
distribution if all sums payable to holders of the preferred stock and all
classes of stock in parity with the preferred stock were paid and
discharged in full. For the purposes of this paragraph, the voluntary sale,
conveyance, lease, exchange or transfer of all or substantially all the
property or assets of the corporation or a consolidation or merger of the
corporation with one or more other corporations (whether or not the
corporation is the corporation surviving such consolidation or merger)
shall not be deemed to be a voluntary or involuntary liquidation.

(5) For purposes hereof, any class or classes of stock shall be deemed
to rank (i) superior to the preferred stock, either as to dividends or as
to distributions in liquidation, if the holders of such class or

classes shall be entitled to the receipt of dividends or to the receipt of
amounts distributable upon liquidation of the corporation, as the case may
be, in preference or priority to the holders of the preferred stock; (ii)
in parity with the preferred stock, either as to dividends or as to
distributions in liquidation, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share thereof be
different from those of the preferred stock, if the holders of such class
or classes of stock shall be entitled to the receipt of dividends or to the
receipt of amounts distributable upon liquidation of the corporation, as
the case may be, in proportion to their respective dividend rates or
liquidation prices, without preference or priority one over the other with
respect to the holders of the preferred stock; and (iii) junior to the
preferred stock, either as to dividends or as to distributions in
liquidation, if the rights of the holders of such class or classes shall be
subject or subordinate to the rights of the holders of the preferred stock
in respect of receipt of dividends (other than dividends payable in shares
of common stock) or to the receipt of amounts distributable upon
liquidation of the corporation, as the case may be.

(6) All shares of preferred stock shall be identical except that the
Board of Directors of the corporation is hereby expressly authorized and
empowered to divide the preferred stock into one or more series, and, prior
to the issuance of any of such shares in any particular series, to fix and
determine, in the manner provided by law, the following provisions of such
series:

(a) The distinctive designation of such series and the number of
shares to be included in such series;

(b) The rate of dividend, the times of payment and the date from
which the dividends shall be accumulated;

(d) The amount payable upon shares in the event of voluntary or
involuntary liquidation;

(e) Purchase, retirement or sinking fund provisions, if any, for
the redemption or purchase of shares;

(f) The terms and conditions, if any, on which shares may be
converted;

(g) Whether or not shares have voting rights, and the extent of any
such voting rights, which rights may include, without limitation, the
right to vote generally with the common stock for the election of
members of the Board of Directors and on other matters and/or the right,
either generally or upon the occurrence of specified circumstances, to
vote specially as a class for the election of one or more members of the
Board of Directors; and

(h) Any other preferences, rights, restrictions and qualifications
of shares of such class or series permitted by law and these Articles of
Incorporation.

(7) After the Board of Directors of the corporation has established a
series in accordance with the terms of applicable law and these Articles of
Incorporation, the Board of Directors may at any time and from time to time
increase or decrease the number of shares contained in such series, but not
below the number of shares thereof then issued, by adopting a resolution
making such change.

(8) Each share of preferred stock within an individual series shall be
identical in all respects with the other shares of such series, except as
to the date, if any, from which dividends thereon shall

accumulate and other details which because of the passage of time are
required to be made in order for the substantive rights of the holders of
the shares of such series to be identical.

D. Miscellaneous. Except as otherwise provided in these Articles of
Incorporation, and in addition to the powers conferred on the Board of Directors
by Article VI of these Articles of Incorporation, the Board of Directors shall
have authority to cause the corporation to issue from time to time, without any
vote or other action by the stockholders, any or all shares of stock of the
corporation of any class or series at any time authorized, and any securities
convertible into or exchangeable for any such shares, and any options, rights or
warrants to purchase or acquire any such shares, in each case to such persons
and on such terms (including as a dividend or distribution on or with respect
to, or in connection with a split or combination of, the outstanding shares of
stock or the same or any other class or series) as the Board of Directors from
time to time in its discretion lawfully may determine; provided, that the
consideration for the issuance of shares of stock of the corporation (unless
issued as such a dividend or distribution or in connection with such a split or
combination) shall not be less than the par value of such shares. Shares so
issued shall be fully-paid stock, and the holders of such stock shall not be
liable to any further calls or assessments thereon.

DENIAL OF PREEMPTIVE RIGHT

No shareholder shall have any preemptive right to subscribe for or to
purchase any shares of stock or other securities issued by the corporation.

VI.

STOCK RIGHTS OR OPTIONS

The corporation shall have the power to create and issue, whether or not in
connection with the issuance and sale of any of its shares or other securities,
warrants and other rights or options entitling the holders thereof to purchase
from the corporation, for such consideration and upon such terms and conditions
as may be fixed by the Board of Directors, shares of common stock of the
corporation, whether authorized but unissued shares or treasury shares.

VII.

DEALINGS IN SHARES OF CORPORATION

The corporation shall have the full power to purchase and otherwise
acquire, and dispose of, its own shares and securities granted by the laws of
the State of Georgia and shall have the right to purchase its shares out of its
unreserved and unrestricted capital surplus available therefor, as well as out
of its unreserved and unrestricted earned surplus available therefor.

VIII.

DISTRIBUTIONS FROM CAPITAL SURPLUS

Subject to the provisions of Section 22-512 of the Georgia Business
Corporation Code, the Board of Directors shall have the power to distribute a
portion of the assets of the corporation, in cash or in property, to holders of
shares of the corporation out of the capital surplus of the corporation.

IX.

AMENDMENT OF ARTICLES OF INCORPORATION

The corporation reserves the right to amend, alter, change or repeal any
provision contained in these Restated Articles of Incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon
shareholders herein are subject to this reservation.

FAIR PRICE PROVISION

A. Business Combination Approval. In addition to any vote otherwise
required by law, these Articles of Incorporation or any resolution of the Board
of Directors pursuant to which preferred stock is issued, and except as
expressly provided in this Article X, a Business Combination shall be (a)
unanimously approved by the Continuing Directors, provided that the Continuing
Directors constitute at least three members of the Board of Directors at the
time of such approval, or (b) recommended by at least two-thirds of the
Continuing Directors and approved by a majority of the votes entitled to be cast
by holders of Voting Shares, other than Voting Shares beneficially owned by the
Interested Shareholder who is, or whose Affiliate is, a party to the Business
Combination.

B. Exception to Approval Requirements. As used in this paragraph B, the
term "Interested Shareholder" refers to the Interested Shareholder which is a
party to, or an Affiliate of which is a party to, the Business Combination in
question. The vote required by paragraph A of this Article X does not apply to a
Business Combination if each of the following conditions is met:

(1) Minimum Value. The aggregate amount of cash, and the Fair Market
Value as of five days before the consummation of the Business Combination
of consideration other than cash, to be received per share by holders of
any class of common shares or any class or series of preferred shares in
such Business Combination is at least equal to the highest of the
following: (a) the highest per share price, including any brokerage
commissions, transfer taxes, and soliciting dealers' fees, paid by the
Interested Shareholder for any shares of the same class or series acquired
by it (i) within the two-year period immediately prior to the Announcement
Date, or (ii) in the transaction in which it became an Interested
Shareholder, whichever is higher; (b) the Fair Market Value per share of
such class or series as determined on the Announcement Date and as
determined on the Determination Date, whichever is higher; or (c) in the
case of shares other than common shares, the highest preferential amount
per share to which the holders of shares of such class or series are
entitled in the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the corporation; provided that this clause
(c) shall only apply if the Interested Shareholder has acquired shares of
such class or series within the two-year period immediately prior to the
Announcement Date;

(2) Form of Consideration. The consideration to be received by
holders of any class or series of outstanding shares is to be in cash or in
the same form as the Interested Shareholder has previously paid for shares
of the same class or series. If the Interested Shareholder has paid for
shares of any class or series of shares with varying forms of
consideration, the form of consideration for such class or series of shares
shall be either cash or the form used to acquire the largest number of
shares of such class or series previously acquired by the Interested
Shareholder;

(3) Procedural Requirements. After the Interested Shareholder has
become an Interested Shareholder and prior to the consummation of such
Business Combination:

(a) Unless approved by a majority of the Continuing Directors,
there shall have been (i) no failure to declare and pay at the regular
date therefor any full periodic dividends, whether or not cumulative, on
any outstanding preferred shares of the corporation, (ii) no reduction
in the annual rate of dividends paid on any class of common shares,
except as necessary to reflect any subdivision of the shares, (iii) an
increase in such annual rate of dividends as is necessary to reflect any
reclassification, including any reverse share split, recapitalization,
reorganization, or any similar transaction which has the effect of
reducing the number of outstanding shares, and (iv) no increase in the
Interested Shareholder's percentage ownership of any class or series of
shares of the corporation by more than one percent in any 12-month
period;

(b) The provisions of clauses (a)(i) and (ii) of this subparagraph
(3) shall not apply if the Interested Shareholder or an Affiliate or
Associate of the Interested Shareholder did not vote as a director of
the corporation in a manner inconsistent with clauses (a)(i) and (ii) of
this subparagraph (3) and the Interested Shareholder within ten days
after any act or failure to act inconsistent with clauses (a)(i) and
(ii) of this subparagraph (3), notified the Board of Directors of the
corporation in writing that the Interested Shareholder disapproved
thereof and requested in good faith that the Board of Directors rectify
the act or failure to act; and

(4) Dealings Between the Corporation and an Interested Shareholder.
After the Interested Shareholder has become an Interested Shareholder, the
Interested Shareholder has not received the benefit, directly or
indirectly, except proportionately as a stockholder, of any loans,
advances, guarantees, pledges, or other financial assistance, or any tax
credits or other tax advantages provided by the corporation or any of its
subsidiaries, whether in anticipation of or in connection with such
Business Combination or otherwise.

C. Definitions. For the purposes of this Article X:

(1) "Affiliate" means a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under
common control with, a specified person.

(2) "Announcement Date" means the date of the first general public
announcement of the proposal of the Business Combination.

(3) "Associate" when used to indicate a relationship with any person,
means (a) any corporation or organization, other than the corporation or a
subsidiary of the corporation, of which such person is an officer,
director, or partner or is the beneficial owner of ten percent or more of
any class of equity securities, (b) any trust or other estate in which such
person has a beneficial interest of ten percent or more, or as to which
such person serves as trustee or in a similar fiduciary capacity, and (c)
any relative or spouse of such person, or any relative of such spouse, who
has the same home as such person.

(4) "Beneficial Owner" -- a person shall be considered to be the
beneficial owner of any equity securities: (a) which such person or any of
such person's Affiliates or Associates owns, directly or indirectly; (b)
which such person or any of such person's Affiliates or Associates,
directly or indirectly, has (i) the right to acquire, whether such right is
exercisable immediately or only after the passage of time, pursuant to any
agreement, arrangement, or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (ii) the
right to vote pursuant to any agreement, arrangement or understanding, or
(c) which are owned, directly or indirectly, by any other person with which
such person or any of such person's Affiliates or Associates has any
agreement, arrangement, or understanding for the purpose of acquiring,
holding, voting, or disposing of equity securities.

(5) "Business Combination" means:

(a) Any merger or consolidation of the corporation or any
subsidiary with (i) any Interested Shareholder or (ii) any other
corporation, whether or not itself an Interested Shareholder, which is,
or after the merger or consolidation would be, an Affiliate of an
Interested Shareholder that was an Interested Shareholder prior to the
consummation of the transaction;

(b) Any sale, lease, transfer, or other disposition, other than in
the ordinary course of business, in one transaction or in a series of
transactions in any 12-month period, to any Interested Shareholder or
any Affiliate of any Interested Shareholder, other than the corporation
or any of its subsidiaries, of any assets of the corporation or any
subsidiary having, measured at the time the transaction or transactions
are approved by the Board of Directors of the corporation, an aggregate
book value as of the end of the corporation's most recently ended fiscal
quarter of ten percent or more of the net assets of the corporation as
of the end of such fiscal quarter;

(c) The issuance or transfer by the corporation, or any subsidiary,
in one transaction or a series of transactions in any 12-month period,
of any equity securities of the corporation or any subsidiary which have
an aggregate market value of five percent or more of the total market
value of the outstanding common and preferred shares of the corporation
whose shares are being issued, to any Interested Shareholder or any
Affiliate of any Interested Shareholder, other than the corporation or
any of its subsidiaries, except pursuant to the exercise of warrants or
rights to purchase securities offered pro rata to all holders of the
corporation's Voting Shares or any other method affording substantially
proportionate treatment to the holders of Voting Shares;

(d) The adoption of any plan or proposal for the liquidation or
dissolution of the corporation in which anything other than cash will be
received by an Interested Shareholder or an Affiliate of any Interested
Shareholder; or

(e) Any reclassification of securities, including any reverse stock
split, or recapitalization of the corporation or any merger or
consolidation of the corporation with any of its subsidiaries which has
the effect, directly or indirectly, in one transaction or a series of
transactions in any 12-month period, of increasing by five percent or
more the proportionate amount of the outstanding shares of any class or
series of equity securities of the corporation or any subsidiary which
is directly or indirectly beneficially owned by any Interested
Shareholder or any Affiliate of any Interested Shareholder.

(6) "Continuing Director" means any member of the Board of Directors
who is not an Affiliate or Associate of an Interested Shareholder or any of
its Affiliates, other than the corporation or any of its subsidiaries, and
who was a director of the corporation prior to the Determination Date, and
any

successor to such Continuing Director who is not an Affiliate or an
Associate of an Interested Shareholder or any of its Affiliates, other than
the corporation or its subsidiaries, and is recommended or elected by a
majority of all the Continuing Directors.

(7) "Control", including the terms "controlling", "controlled by" and
"under common control with" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities,
by contract or otherwise, and the beneficial ownership of shares
representing ten percent or more of the votes entitled to be cast by a
corporation's Voting Shares shall create an irrebuttable presumption of
control.

(8) "Corporation" shall include, as the context indicates, Oxford
Industries, Inc., any other corporation, or any trust merging with a
corporation pursuant of Section 53-12-59 of the Official Code of Georgia.

(9) "Determination Date" means the date on which an Interested
Shareholder first became an Interested Shareholder.

(10) "Fair Market Value" means (a) in the case of securities, the
highest closing sale price, during the period beginning with and including
the Determination Date and for twenty-nine days prior to such date, of such
a security on the principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which such securities are
listed, or, if such securities are not listed on any such exchange, the
highest closing sale price or, if none is available, the average of the
highest bid and asked prices reported with respect to such a security, in
each case during the 30-day period referred to above, on the National
Association of Securities Dealers, Inc., Automatic Quotation System, or any
system then in use, or, if no such quotations are available, the fair
market value on the date in question of such a security as determined in
good faith at a duly called meeting of the Board of Directors by a majority
of all of the Continuing Directors, or, if there are no Continuing
Directors, by the entire Board of Directors; and (b) in the case of
property other than securities, the fair market value of such property on
the date in question as determined in good faith at a duly called meeting
of the Board of Directors by a majority of all of the Continuing Directors,
or, if there are no Continuing Directors, by the entire Board of Directors
of the corporation.

(11) "Interested Shareholder" means any person, other than the
corporation or its subsidiaries, that (a)(i) is the Beneficial Owner of ten
percent or more of the voting power of the outstanding voting shares of the
corporation, or (ii) is an Affiliate of the corporation and, at any time
within the two-year period immediately prior to the date in question, was
the beneficial owner of ten percent or more of the voting power of the then
outstanding Voting Shares of the corporation; and (b) for the purpose of
determining whether a person is an Interested Shareholder, the number of
Voting Shares deemed to be outstanding shall not include any unissued
Voting Shares which may be issuable pursuant to any agreement, arrangement,
or understanding or upon exercise of conversion rights, warrants or options
or otherwise.

(12) "Voting Shares" means shares entitled to vote generally in the
election of directors.

D. Inapplicability to Certain Business Combinations. The requirements of
paragraph A of this Article X shall never apply to Business Combinations with an
Interested Shareholder or its Affiliates if, during the three-year period
immediately preceding the consummation of the Business Combination, the
Interested Shareholder has not at any time during such period (a) ceased to be
an Interested Shareholder, or (b) increased its percentage ownership of any
class or series of common or preferred shares of the corporation by more than
one percent in any 12-month period.

E. Miscellaneous. A majority of Continuing Directors shall have the power
and duty to make interpretations and determinations with respect to compliance
with this Article X, and such interpretations and determinations shall be
conclusive and binding on all persons. Compliance by an Interested Shareholder
with the requirements of this Article X shall not relieve such Interested
Shareholder from any fiduciary duty under applicable laws, including without
limitation any fiduciary duty to other stockholders or to the corporation.

F. Amendment or Repeal of this Article. Notwithstanding and in addition to
any vote required by these Articles of Incorporation, the Bylaws of the
corporation, applicable laws, or any resolution of the Board of Directors
pursuant to which preferred stock is issued, the affirmative vote of two-thirds
of the Continuing Directors and a majority of the votes entitled to be cast by
the Voting Shares of the corporation, other than shares beneficially owned by
any Interested Shareholder and Affiliates and Associates of any Interested
Shareholder, shall be required to amend, alter, change or repeal this Article X
or to adopt any provision in the Articles or Bylaws inconsistent with this
Article X.

XI.

BOARD OF DIRECTORS

A. Number. The Board of Directors of the corporation shall consist of nine
or more members. The number of directors shall be fixed by the Bylaws. Such
number may be increased, or decreased to no less than nine, by amendment to the
Bylaws either by the Board of Directors or by the vote of the holders of
seventy-five (75%) percent of the corporation's outstanding capital stock
entitled to vote generally in the election of directors, voting as a single
class.

B. Classes. The Board of Directors shall be divided into three classes
(not to include directors that may be elected under these Articles of
Incorporation or resolutions of the Board of Directors by the holders of
preferred stock), each class to be as nearly equal in number as possible,
designated Class I, Class II and Class III. At the 1986 Annual Meeting of
Stockholders, Class I directors shall be elected for a one-year term, Class II
directors shall be elected for a two-year term, and Class III directors shall be
elected for a three-year term. Directors shall serve until the annual meeting of
stockholders held in the year during which their terms expire and until their
successors are elected and qualified. At each annual meeting after 1986,
directors shall be elected for three-year terms to succeed those whose terms
expire at such meeting. Directors shall serve until their terms expire and until
their successors are elected and qualified, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Any increase
or decrease in the number of directors shall be so apportioned among the classes
as to make all classes as nearly equal in number as possible. When the number of
directors is increased and any newly created directorships are filled by the
Board of Directors, there shall be no classification of the additional
directors, and such additional directors shall only serve, until the next
election of directors by the corporation's stockholder.

C. Removal of Directors. Any director may be removed from office, with or
without cause, by a vote of a majority of the total number of members of the
Board of Directors without including the director who is the subject of the
removal determination. Such director shall not be entitled to vote with respect
to his removal. Any director or the full Board of Directors may be removed from
office, with or without cause, by the affirmative vote of the holders of
seventy-five (75%) percent of the Corporation's outstanding capital stock
entitled to vote in the election of directors, voting as a single class.

D. Vacancies. Any vacancy in the Board of Directors resulting from an
increase in the number of directors may be filled by a majority of directors
then in office, provided a quorum is present. Any other vacancy may be filled by
a majority of directors then in office, though less than a quorum, or by the
sole remaining director, as the case may be, or, if no director remains, by the
affirmative vote of the holders of a majority of the corporation's outstanding
capital stock entitled to vote generally in the election of directors, voting as
a single class, and any director so elected shall serve for the full unexpired
term of his predecessor.

E. Exceptions for Directors Elected by Particular Class or Series of
Capital Stock. Notwithstanding any other provision of this Article XI, whenever
the holders of any one or more classes or series of preferred stock issued by
this corporation shall have the right, voting separately by class or series, to
elect directors at an annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by the terms of these Articles of Incorporation applicable
thereto, and by the terms of the resolutions of the Board of Directors pursuant
to which such preferred stock is issued, and such directors so elected shall not
be divided into classes pursuant to this Article XI unless expressly provided by
such terms.

F. Special Meetings of Stockholders. Special meetings of the corporation's
stockholders may be called by the Chairman of the Board of Directors, the
President, the Board of Directors, the holders of seventy-five (75%) percent of
the corporation's outstanding capital stock entitled to vote in the election of
directors (voting as a single class), or, in the event there are no directors,
any stockholder.

G. Amendment or Repeal of this Article. Notwithstanding any other
provision of these Articles of Incorporation or the Bylaws of the corporation,
the affirmative vote of the holders of seventy-five (75%) percent of the
corporation's outstanding capital stock entitled to vote in the election of
directors, voting as a single class, shall be required to amend, alter, change
or repeal this Article XI or to adopt any provision as part of these Articles of
Incorporation or the Bylaws of the corporation inconsistent with this Article
XI.

XII.

LIMITATION OF DIRECTORS' LIABILITY

No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of duty of care
or other duty as a director; provided, however, that this Article shall not
eliminate or limit the liability of a director (i) for any appropriation, in
violation of his duties, of any business opportunity of the corporation; (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) for the types of liability set forth in
Section 14-2-154 of the Georgia Business Corporation Code; or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Georgia Business Corporation Code is amended after approval of this Article by
the corporation's stockholders to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Georgia Business Corporation Code, as so amended. Neither the
amendment or repeal of this Article nor the adoption of any provision of these
Articles of Incorporation inconsistent with this Article shall eliminate or
adversely affect any right or protection of a director of the corporation
existing immediately prior to such amendment, repeal or adoption.

OXFORD INDUSTRIES, INC.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 6, 2003

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned appoints J. HICKS LANIER, BEN B. BLOUNT, JR. and THOMAS C.
CHUBB III, and each of them, proxies, with full power of substitution, for and
in the name of the undersigned, to vote all shares of the common stock of Oxford
Industries, Inc. that the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders to be held on Monday, October 6,
2003, at 3:00 p.m., local time, at the principal offices of Oxford Industries,
Inc., 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308, and at any adjournment
thereof, upon the matters described in the accompanying Notice of Annual Meeting
and Proxy Statement, receipt of which is acknowledged, and upon any other
business that may properly come before the meeting or any adjournment thereof.
Said persons are directed to vote as follows, and otherwise in their discretion
upon any other business:

1. Proposal to elect the four nominees listed below. If a nominee becomes
unable to serve, the proxy will be voted for a substitute nominee or will
not be voted in the discretion of said persons appointed above.

[ ] FOR all nominees listed below (except as marked to the [ ] WITHHOLD AUTHORITY to vote for all nominees listed
contrary*) below

Nominees: Tom Gallagher, J. Hicks Lanier, Robert Shaw, and Clarence H. Smith

*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

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2. Proposal to adopt the Oxford Industries, Inc. Executive Performance
Incentive Plan.