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                                                                   EXHIBIT 10(c)

                            OXFORD INDUSTRIES, INC.

              NON-QUALIFIED DEFERRED COMPENSATION PLAN, AS AMENDED

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                            OXFORD INDUSTRIES, INC.

                    NON-QUALIFIED DEFERRED COMPENSATION PLAN

                      ARTICLE I - PURPOSE; EFFECTIVE DATE

1.1.  PURPOSE. The purpose of this Oxford Industries, Inc. Non-Qualified
      Deferred Compensation Plan (the "Plan") is to permit a select group of
      management and highly compensated employees of Oxford Industries, Inc. and
      its subsidiaries (the "Company") to defer the receipt of income which
      would otherwise become payable to them. It is intended that this Plan, by
      providing this deferral opportunity, will assist the Company in attracting
      and retaining individuals of exceptional ability.

1.2.  EFFECTIVE DATE. The Plan shall be effective as of January 1, 2001.

                            ARTICLE II - DEFINITIONS

      For the purpose of this Plan, the following terms shall have the meanings
indicated unless the context clearly indicates otherwise:

2.1.  ACCOUNT(s). "Account(s)" means the account or accounts maintained on the
      books of the Company used solely to calculate the amount payable to each
      Participant under this Plan and shall not constitute a separate fund or
      assets. The Accounts available for each Participant shall be identified
      as:

      a)    Retirement Account and/or,

      b)    Up to two In-Service Accounts.

2.2.  BENEFICIARY. "Beneficiary" means the person, persons or entity, as
      designated by the Participant, entitled under Article VI to receive any
      Plan benefits payable after the Participant's death.

2.3.  BOARD. "Board" means the Board of Directors of the Company.

2.4.  CHANGE IN CONTROL. A "Change in Control" shall occur if:

      a)    Any "person" or "group" (within the meaning of Sections 13(d) and
            14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes
            the "beneficial owner" (as defined in Rule 13-d under such Act) of
            more than fifty (50%) of the then outstanding voting stock of the
            Company, other than through a transaction arranged by, or
            consummated with the prior approval of, the Board; or

      b)    During any period of two (2) consecutive years, individuals who at
            the beginning of such period constitute the Board (and any new
            Director whose election by the Board

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            or whose nomination for election by the stockholders of the Company
            was approved by a vote of at least two-thirds (2/3) of the Directors
            at the beginning of such period or whose election or nomination for
            election was previously so approved) cease for any reason to
            constitute a majority thereof; or

      c)    The shareholders of Company approve a merger or consolidation of
            Company with any other corporation, other than a merger or
            consolidation which would result in the voting securities of a
            Company outstanding immediately prior thereto continuing to
            represent (either by remaining outstanding or by being converted
            into voting securities of the surviving entity) more than eighty
            percent (80%) of the combined voting power of the voting securities
            of Company or such surviving entity outstanding immediately after
            such merger or consolidation; or

      d)    The shareholders of Company approve a plan of complete liquidation
            of Company or an agreement for the sale or disposition by Company of
            all or substantially all of the Company's assets.

2.5.  COMMITTEE. "Committee" means the Committee appointed by the Board to
      administer the Plan pursuant to Article VII.

2.6.  COMPANY. "Company" means Oxford Industries, Inc., a Georgia corporation,
      and any directly or indirectly affiliated subsidiary corporations, any
      other affiliate which is designated by the Board, or any successor to the
      business thereof.

2.7.  COMPENSATION. "Compensation" means the base salary, commissions and/or
      bonus compensation payable to a Participant with respect to employment
      services performed for the Company by the Participant and Company matching
      contributions that would otherwise be included in "wages" for purposes of
      federal income tax withholding. For purposes of this Plan, Compensation
      shall be calculated before reduction for any amounts deferred by the
      Participant pursuant to the Company's tax qualified plans which may be
      maintained under Section 401(k) or Section 125 of the Internal Revenue
      Code of 1986, as amended, (the "Code"), or pursuant to this Plan or any
      other non-qualified plan which permits the voluntary deferral of
      compensation. Inclusion of any other forms of compensation is subject to
      Committee Approval.

2.8.  DEFERRAL COMMITMENT. "Deferral Commitment" means a commitment made by a
      Participant and accepted by the Committee to defer a portion of
      Compensation paid to or earned such Participant during a specified
      Deferral Period. The Deferral Commitment shall apply to each payment of
      salary and/or bonus, as applicable, earned by or payable to a Participant
      for a given Deferral Period, and shall specify the Account or Accounts to
      which such deferrals shall be credited. Such designation shall be made in
      whole percentages and shall be made in a form acceptable to the Committee.
      Once made, a Deferral Commitment shall, except as otherwise provided
      herein, be irrevocable by the Participant for the Deferral Period to which
      it applies.

2.9.  DEFERRAL PERIOD. "Deferral Period" means a calendar year to which a
      Deferral Commitment applies.

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2.10. DETERMINATION DATE. "Determination Date" means the last business day of
      each calendar month.

2.11. DISABILITY. "Disability" means a physical or mental condition that
      prevents the Participant from satisfactorily performing the Participant's
      duties for Company. The Committee shall, in its sole discretion, determine
      the existence of Disability and may rely on such evidence of disability as
      it deems appropriate, including a determination of disability under the
      Company's long-term disability plan or advice from a medical examiner
      satisfactory to the Committee.

2.12. DISCRETIONARY CONTRIBUTION. "Discretionary Contribution" means the Company
      contribution credited to a Participant's Account(s) under Section 4.5,
      below.

2.13. DISTRIBUTION ELECTION. "Distribution Election" means the form prescribed
      by the Committee and completed by the Participant, indicating the chosen
      form of payment for benefits payable from each Account under this Plan, as
      elected by the Participant.

2.14. FINANCIAL HARDSHIP. "Financial Hardship" means a severe, unexpected and
      unforeseeable financial hardship of the Participant resulting from a
      Disability of the Participant, a sudden and unexpected illness or accident
      of the Participant or of a dependent of the Participant, uninsured loss of
      the Participant's property due to casualty, or other similar extraordinary
      and unforeseeable circumstance arising as a result of events beyond the
      control of the Participant. Financial Hardship shall be determined based
      upon such standards as are, from time to time, established by the
      Committee, and such determination shall be in the sole discretion of the
      Committee.

2.15. 401(k) PLAN. "401(k) Plan" means the Oxford Industries, Inc. Retirement
      Savings Plan, or any other successor defined contribution plan maintained
      by the Company that qualifies under Section 401(a) of the Code and
      satisfies the requirements of Section 401(k) of the Code.

2.16. INVESTMENT OPTION. "Investment Option" means one or more of the
      independently established funds or indices that are identified and listed
      by the Committee. These Investment Options are used solely to calculate
      the investment gains or losses that are credited to each Participant's
      Account(s) in accordance with Article IV. The determination of the
      investment gains or losses attributable to the performance of each
      Investment Option shall be made by the Committee in its reasonable
      discretion. The Committee shall select and provide a list of the various
      Investment Options available to the Participants with respect to this
      Plan; provided, that the Committee may amend such list from time to time
      in its sole discretion.

2.17. MATCHING CONTRIBUTION. "Matching Contribution" means the Company
      contribution credited to a Participant's Account(s) under Section 4.4,
      below.

2.18. PARTICIPANT. "Participant" means any employee who is eligible pursuant to
      Section 3.1 to participate in this Plan and who has elected to defer
      Compensation under this Plan in

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      accordance with Article III. Such employee shall remain a Participant in
      this Plan for the period of deferral and until such time as all benefits
      payable under this Plan have been paid in accordance with the provisions
      hereof.

2.19. PLAN. "Plan" means this Oxford Industries, Inc. Non-Qualified Deferred
      Compensation Plan, as amended from time to time.

2.20. RETIREMENT. "Retirement" means the termination of employment with the
      Company of the Participant on or after attaining age 65 or on or after
      attaining age 55 with at least 7 Years of Service, or a termination of
      employment that has received the approval by the Committee as qualifying
      as a Retirement under this Plan. Effective January 1, 2004, "Retirement"
      means the termination of employment with the Company of the Participant on
      or after attaining age 65 or on or after attaining age 55 with at least 6
      Years of Service, or a termination of employment that has received the
      approval by the Committee as qualifying as a Retirement under this Plan.

2.21. YEARS OF SERVICE. "Years of Service" shall have the meaning provided for
      such term for purposes of vesting under the 401(k) Plan, whether or not
      the Participant is a participant in such plan.

                  ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1.  ELIGIBILITY AND PARTICIPATION.

      a)    Eligibility. Eligibility to participate in the Plan for a Deferral
            Period shall be limited to a select group of management or highly
            compensated employees of the Company designated by management, from
            time to time, and approved by the Committee.

      b)    Participation. An employee's participation in the Plan for a
            Deferral Period shall be effective upon notification to the employee
            by the Committee of eligibility to participate, completion and
            submission of a Deferral Commitment, Distribution Election Form and
            Investment Allocation Form to the Committee no later than the
            deadline established by the Committee, and the acceptance by the
            Committee of such forms.

3.2.  FORM OF DEFERRAL. A Deferral Commitment shall be made with respect to each
      payment of salary, commissions and/or bonus earned by or payable to a
      Participant during the Deferral Period, and shall designate the portion of
      each deferral that shall be allocated among the various Accounts. The
      Participant shall set forth the amount to be deferred as a full percentage
      of salary, commission and/or bonus. In addition, the Participant shall
      specify in a separate form (known as the "Investment Allocation Form")
      filed with the Committee, the Participant's initial allocation of the
      amounts deferred into each Account among the various available Investment
      Options.

3.3.  LIMITATIONS ON DEFERRAL COMMITMENTS. The maximum percentage of each
      payment of

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      base salary and commissions that may be deferred during a Deferral Period
      shall be fifty percent (50%), and the maximum percentage of bonus
      compensation that may be deferred during the Deferral Period shall be one
      hundred percent (100%). The Committee may set such additional limitations
      for a Deferral Period, as it determines in its sole discretion, once it
      has reviewed the participation level for such Deferral Period.

3.4.  COMMITMENT LIMITED BY TERMINATION. If a Participant terminates employment
      with Company prior to the end of a Deferral Period, the Deferral
      Commitment in effect for such Deferral Period shall be revoked as of the
      date of such termination.

3.5.  MODIFICATION OF DEFERRAL COMMITMENT. Except as provided in Sections 3.4
      and 5.5, a Deferral Commitment for a Deferral Period shall be irrevocable
      by the Participant during such Deferral Period.

3.6.  CHANGE IN EMPLOYMENT STATUS. If the Committee, in its sole discretion,
      determines that the Participant no longer qualifies as a member of a
      select group of management or highly compensated employees, as determined
      in accordance with the Employee Retirement Income Security Act of 1974, as
      amended, the Committee may, in its sole discretion, terminate any Deferral
      Commitment currently in effect, prohibit the Participant from making any
      future Deferral Commitments and/or distribute the Participant's Account
      Balances in accordance with Article V of this Plan as if the Participant
      had terminated employment with the Company as of that time.

                   ARTICLE IV - DEFERRED COMPENSATION ACCOUNT

4.1.  ACCOUNTS. The Compensation deferred by a Participant under the Plan, any
      Matching Contributions deferred under the Plan, Discretionary
      Contributions and Earnings shall be credited to the Participant's
      Account(s). The Participant shall designate the portion of each deferral
      that will be credited to each Account as set forth in Section 3.2(a).
      These Accounts shall be used solely to calculate the amount payable to
      each Participant under this Plan and shall not constitute a separate fund
      of assets.

4.2.  TIMING OF CREDITS; WITHHOLDING. A Participant's deferred Compensation
      shall be credited to each Account designated by the Participant on the
      last business day of the month during which the compensation deferred
      would have otherwise been payable to the Participant. Any Matching
      Contributions shall be credited to each Account on the last business day
      of the month during which the deferred Compensation to which the Matching
      Contributions relates was credited to each Account. Any Discretionary
      Contributions shall be credited to the appropriate Account(s) as provided
      by the Committee. Any withholding of taxes or other amounts with respect
      to deferred Compensation that is required by local, state or federal law
      shall be withheld from the Participant's corresponding non-deferred
      portion of the Compensation to the maximum extent possible, and any
      remaining amount shall reduce the amount credited to the Participant's
      Account in a manner specified by the Committee.

4.3.  INVESTMENT OPTIONS. A Participant shall designate, at a time and in a
      manner acceptable to

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      the Committee, one or more Investment Options for each Account to be used
      for the sole purpose of determining the amount of Earnings to be credited
      or debited to such Account. Such election shall designate the portion of
      each deferral of Compensation made into each Account that shall be
      allocated among the available Investment Option(s), and such election
      shall apply to each succeeding deferral of Compensation until such time as
      the Participant shall file a new election with the Committee. Upon notice
      to the Committee, the Participant may also reallocate the balance in each
      Investment Option among the other available Investment Options as of the
      next succeeding Determination Date, but in no event shall such
      re-allocation occur more frequently than monthly.

4.4.  MATCHING CONTRIBUTIONS. The Company shall credit the portion elected by
      the Participant of the Company's total Matching Contribution on behalf of
      the Participant to the Account designated by the Participant. Effective
      January 1, 2005, any Matching Contribution shall be credited to each
      Account in the January following the Plan Year during which the deferred
      Compensation to which the Matching Contribution relates was credited to
      each Account.

4.5.  DISCRETIONARY CONTRIBUTIONS. The Company may make Discretionary
      Contributions to a Participant's Account. Discretionary Contributions
      shall be credited and shall become vested at such times and in such
      amounts as recommended by the Committee and approved by the Compensation
      Committee of the Board, or the Board, in its sole discretion. Unless the
      Committee specifies otherwise, such Discretionary Contribution shall be
      allocated among the various Accounts in the same proportion as set forth
      in section 4.1.

4.6.  DETERMINATION OF ACCOUNTS. Each Participant's Account as of each
      Determination Date shall consist of the balance of the Account as of the
      immediately preceding Determination Date, adjusted as follows:

      a)    NEW DEFERRALS. Each Account shall be increased by any deferrals
            credited since the prior Determination Date.

      b)    COMPANY CONTRIBUTIONS. Each Account shall be increased by any
            Matching and/or Discretionary Contributions credited since the prior
            Determination Date.

      c)    DISTRIBUTIONS. Each Account shall be reduced by the amount of each
            benefit payment made from that Account since the prior Determination
            Date. Distributions shall be deemed to have been made proportionally
            from each of the Investment Options maintained within such Account
            based on the proportion that such Investment Option bears to the sum
            of all Investment Options maintained within such Account for that
            Participant as of the Determination Date immediately preceding the
            date of payment.

      d)    EARNINGS. Each Account shall be increased or decreased by the
            Earnings credited to such Account since the prior Determination Date
            as though the balance of that Account as of the beginning of the
            current month had been invested in the applicable Investment Options
            chosen by the Participant.

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4.7.  VESTING OF ACCOUNTS. Each Participant shall be vested in the amounts
      credited to such Participant's Account and Earnings thereon as follows:

      a)    AMOUNTS DEFERRED. A Participant shall be one hundred percent (100%)
            vested at all times in the Participant's deferrals of salary,
            commission and/or bonus and the Earnings thereon.

      b)    MATCHING CONTRIBUTIONS. A Participant shall be one hundred percent
            (100%) vested at all times in the Matching Contributions made under
            the Plan and the Earnings thereon.

      c)    DISCRETIONARY CONTRIBUTIONS. A Participant's Discretionary
            Contributions and Earnings thereon shall become vested as determined
            by the Committee and as approved by the Compensation Committee of
            the Board, or the Board.

4.8.  STATEMENT OF ACCOUNTS. Each Participant shall receive a statement showing
      the balances in the Participant's Account on a quarterly basis.

                           ARTICLE V - PLAN BENEFITS

5.1.  RETIREMENT ACCOUNT. The vested portion of a Participant's Retirement
      Account shall be distributed to the Participant upon the Participant's
      termination of employment with the Company. Benefits under this section
      shall be payable the January following termination of employment, but no
      sooner than thirty (30) days following termination. The form of benefit
      payment shall be that form selected by the Participant pursuant to Section
      5.6 unless the Participant terminates employment prior to Retirement, in
      which event, the Retirement Account shall be paid in the form of a lump
      sum payment unless the Committee determines, upon written request, to
      allow the payment to be made in the form designation on the Distribution
      Election Form.

5.2.  IN-SERVICE ACCOUNT. The vested portion of a Participant's In-Service
      Account shall be distributed to the Participant upon the date chosen by
      the Participant in the Distribution Election Form, but in no event shall
      the date specified for commencement of payment be earlier than five (5)
      years from the beginning of the first Deferral Period during which the
      Participant elected compensation to be deferred into that Account. The
      form of benefit payment shall be that form selected by the Participant
      pursuant to Section 5.7. However, if the Participant terminates employment
      with the Company prior to the date so chosen by the Participant, the
      vested portion of the In-Service Account shall be added to the Retirement
      Account as of the date of termination of service and shall be paid in
      accordance with the provisions of Section 5.1.

5.3.  DEATH BENEFIT. Upon the death of a Participant, Company shall pay to the
      Participant's Beneficiary an amount equal to the remaining unpaid and
      vested Account balance in each Account in the form of a lump sum payment.

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5.4.  HARDSHIP DISTRIBUTIONS. Upon a finding that a Participant has suffered a
      Financial Hardship, the Committee may, in its sole discretion, amend the
      existing Deferral Commitment, or make distributions from any or all of the
      Participant's Accounts. The amount of such distribution shall be limited
      to the amount reasonably necessary to meet the Participant's needs
      resulting from the Financial Hardship plus applicable taxes, and shall not
      exceed the Participant's vested Account balances. If payment is made from
      any or all of the Participant's accounts due to Financial Hardship, the
      Participant's deferrals under this Plan shall cease for the remainder of
      the current Deferral Period and the next subsequent Deferral Period.

5.5.  WITHDRAWAL WITH PENALTY. The Participant may elect, in the sole discretion
      of the Participant, to withdraw from participation in this Plan, and to
      cause the total vested portion of the Participant's Account balances to be
      distributed in accordance with this Article V as if the Participant had
      terminated service with the Company as of the time of such election,
      except that such Account balances shall be reduced by a penalty of ten
      percent (10%) of such Account Balances. The Participant's account
      balances, less the 10% penalty, shall be paid to the Participant or the
      Participant's Beneficiary as soon as administratively practical in the
      form of a lump sum payment. The Participant, or the Participant's
      Beneficiary, may file such an election at any time prior to the complete
      payment of benefits due under this Plan. Upon the filing of this election,
      any Deferral Commitment for the current Deferral Period shall be
      terminated and the Participant shall be prohibited from participating in
      this Plan for the next subsequent Deferral Period.

5.6.  FORM OF PAYMENT. Unless otherwise specified in paragraphs 5.1, 5.2, 5.3,
      or 5.5, the benefits payable from any Account under this Plan shall be
      paid in the form of benefit as provided below, and as specified by the
      Participant in the Distribution Election, which election shall be
      irrevocable once made. The permitted forms of benefit payments are:

      a)    A lump sum amount which is equal to the vested Account balance;

      b)    In the event of distributions from the Retirement Account, annual
            installments for a period of five (5), ten (10) or fifteen (15)
            years where the annual payment shall be equal to the balance of the
            Account immediately prior to the payment, multiplied by a fraction,
            the numerator of which is one (1) and the denominator of which
            commences at the number of annual payment initially chosen and is
            reduced by one (1) in each succeeding year. Earnings on the unpaid
            balance shall be based on the most recent allocation among the
            available Investment Options chosen by the Participant, made in
            accordance with Section 4.3;

      c)    In the event of distributions from the In-Service Account, annual
            installments for a period up to five (5) where the annual payment
            shall be equal to the balance of the Account immediately prior to
            the payment, multiplied by a fraction, the numerator of which is one
            (1) and the denominator of which commences at the number of annual
            payment initially chosen and is reduced by one (1) in each
            succeeding year. Earnings on the unpaid balance shall be based on
            the most recent

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            allocation among the available Investment Options chosen by the
            Participant, made in accordance with Section 4.3; and,

      d)    Any other form of payment requested by the Participant and approved
            by the Committee.

5.7.  SMALL ACCOUNT. Except as otherwise determined by the Committee, if the
      total of a Participant's vested, unpaid Account balances as of the
      Participant's Retirement is less than $25,000, the remaining unpaid,
      vested Account(s) shall be paid in a lump sum, notwithstanding any
      election by the Participant to the contrary.

5.8.  WITHHOLDING; PAYROLL TAXES. The Company shall withhold from any payment
      made pursuant to this Plan any taxes required to be withheld from such
      payments under local, state or federal law.

5.9.  PAYMENT TO GUARDIAN. If a Plan benefit is payable to a minor or a person
      declared incompetent or to a person incapable of handling the disposition
      of the property, the Committee may direct payment to the guardian, legal
      representative or person having the care and custody of such minor,
      incompetent or person. The Committee may require proof of incompetency,
      minority, incapacity or guardianship as it may deem appropriate prior to
      distribution. Such distribution shall completely discharge the Committee
      and Company from all liability with respect to such benefit.

5.10. EFFECT OF PAYMENT. The full payment of the applicable benefit under this
      Article V shall completely discharge all obligations on the part of the
      Company to the Participant (and the Participant's Beneficiary) with
      respect to the operation of this Plan, and the Participant's (and
      Participant's Beneficiary's) rights under this Plan shall terminate.

                      ARTICLE VI - BENEFICIARY DESIGNATION

6.1.  BENEFICIARY DESIGNATION. Each Participant shall have the right, at any
      time, to designate one (1) or more persons or entities as Beneficiary
      (both primary as well as secondary) to whom benefits under this Plan shall
      be paid in the event of Participant's death prior to complete distribution
      of the Participant's vested Account balance. Each Beneficiary designation
      shall be in a written form prescribed by the Committee and shall be
      effective only when filed with the Committee during the Participant's
      lifetime.

6.2.  CHANGING BENEFICIARY. Any Beneficiary designation may be changed by the
      filing of a new Beneficiary designation with the Committee.

6.3.  NO BENEFICIARY DESIGNATION. If any Participant fails to designate a
      Beneficiary in the manner provided above, if the designation is void, or
      if the Beneficiary designated by a deceased Participant dies before the
      Participant or before complete distribution of the Participant's benefits,
      the Participant's Beneficiary shall be the Participant's estate.

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6.4.  EFFECT OF PAYMENT. Payment to the Beneficiary shall completely discharge
      the Company's obligations under this Plan.

                          ARTICLE VII - ADMINISTRATION

7.1.  COMMITTEE; DUTIES. This Plan shall be administered by the Committee, which
      shall consist of not less than three (3) persons appointed by the Board,
      except after a Change in Control as provided in Section 7.5. The Committee
      shall have the authority to make, amend, interpret and enforce all
      appropriate rules and regulations for the administration of the Plan and
      decide or resolve any and all questions, including interpretations of the
      Plan, as may arise in such administration. A majority vote of the
      Committee members shall control any decision. Members of the Committee may
      be Participants under this Plan.

7.2.  AGENTS. The Committee may, from time to time, employ agents and delegate
      to them such administrative duties as it sees fit, and may from time to
      time consult with counsel who may be counsel to the Company.

7.3.  BINDING EFFECT OF DECISIONS. The decision or action of the Committee with
      respect to any question arising out of or in connection with the
      administration, interpretation and application of the Plan and the rules
      and regulations promulgated hereunder and with respect to determining
      eligibility to participate in the Plan, whether, when and in what amount
      benefits are payable under the Plan, and any factual determinations shall
      made in the Committee's sole discretion and shall be final, conclusive and
      binding upon all persons.

7.4.  INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless the
      members of the Committee against any and all claims, loss, damage, expense
      or liability arising from any action or failure to act with respect to
      this Plan on account of such member's service on the Committee, except in
      the case of gross negligence or willful misconduct.

7.5.  ELECTION OF COMMITTEE AFTER CHANGE IN CONTROL. After a Change in Control,
      vacancies on the Committee shall be filled by majority vote of the
      remaining Committee members and Committee members may be removed only by
      such a vote. If no Committee members remain, a new Committee shall be
      elected by majority vote of the Participants in the Plan immediately
      preceding such Change in control. No amendment shall be made to Article
      VII or other Plan provisions regarding Committee authority with respect to
      the Plan without prior approval by the Committee.

                        ARTICLE VIII - CLAIMS PROCEDURE

8.1.  CLAIM. Any person or entity claiming a benefit, requesting an
      interpretation or ruling under the Plan (hereinafter referred to as
      "Claimant"), or requesting information under the Plan shall present the
      request in writing to the Committee, which shall respond in writing as
      soon as practicable.

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8.2.  DENIAL OF CLAIM. If the claim or request is denied, the written notice of
      denial shall state:

      a)    The reasons for denial, with specific reference to the Plan
            provisions on which the denial is based;

      b)    A description of any additional material or information required and
            an explanation of why it is necessary; and

      c)    An explanation of the Plan's claim review procedure.

8.3.  REVIEW OF CLAIM. Any Claimant whose claim or request is denied or who has
      not received a response within sixty (60) days may request a review by
      notice given in writing to the Committee within sixty (60) days following
      such denial or lack of response. The claim or request shall be reviewed by
      the Committee.

8.4.  FINAL DECISION. The decision on review shall normally be made within sixty
      (60) days after the Committee's receipt of claimant's claim or request. If
      an extension of time is required for a hearing or other special
      circumstances, the Claimant shall be notified and the time limit shall be
      one hundred twenty (120) days. The decision shall be in writing and shall
      state the reasons and the relevant Plan provisions. All decisions on
      review shall be made in the Committee's sole discretion and shall be final
      and binding on all parties.

                 ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN

9.1.  AMENDMENT. The Board may at any time amend the Plan by written instrument,
      notice of which is given to all Participants and to Beneficiaries
      receiving installment payments, subject to the following; provided, that
      no amendment shall reduce the amount accrued in any Account as of the date
      such notice of the amendment is given.

9.2.  COMPANY'S RIGHT TO TERMINATE. The Board may at any time partially or
      completely terminate the Plan, as it determines in its sole discretion.

      a)    PARTIAL TERMINATION. The Board may partially terminate the Plan by
            instructing the Committee not to accept Deferral Commitments for
            future Deferral Periods. If such a partial termination occurs, the
            Plan shall continue to operate and be effective with regard to
            Deferral Commitments entered into prior to the effective date of
            such partial termination.

      b)    COMPLETE TERMINATION. The Board may completely terminate the Plan by
            instructing the Committee not to accept Deferral Commitments for
            future Deferral Periods, and by terminating all current Deferral
            Commitments. In the event of complete termination, the Plan shall
            cease to operate and Company shall distribute each Account to the
            appropriate Participant. Payment shall be made as a lump sum.

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                           ARTICLE X - MISCELLANEOUS

10.1. UNFUNDED PLAN. This plan is an unfunded plan maintained primarily to
      provide deferred compensation benefits for a select group of "management
      or highly-compensated employees" within the meaning of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA"), and
      therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of
      ERISA. Accordingly, the Board may take such actions as it, in its sole
      discretion, deems appropriate if it is determined by the United States
      Department of Labor, a court of competent jurisdiction, or an opinion of
      counsel that the Plan constitutes an employee pension benefit plan within
      the meaning of Section 3 (2) of ERISA (as currently in effect or hereafter
      amended) which is not so exempt.

10.2. UNSECURED GENERAL CREDITOR. Notwithstanding any other provision of this
      Plan, Participants and Participants' Beneficiary shall be unsecured
      general creditors, with no secured or preferential rights to any assets of
      Company or any other party for payment of benefits under this Plan. Any
      property held by Company for the purpose of generating the cash flow for
      benefit payments shall remain its general, unpledged and unrestricted
      assets. Company's obligation under the Plan shall be an unfunded and
      unsecured promise to pay money in the future.

10.3. TRUST FUND. Company shall be responsible for the payment of all benefits
      provided under the Plan. At its discretion, Company may establish one (1)
      or more trusts, with such trustees as the Board may approve, for the
      purpose of assisting in the payment of such benefits. Although such a
      trust shall be irrevocable, its assets shall be held for payment of all
      Company's general creditors in the event of insolvency. To the extent any
      benefits provided under the Plan are paid from any such trust, Company
      shall have no further obligation to pay them. If not paid from the trust,
      such benefits shall remain the obligation of Company.

10.4. NONASSIGNABILITY. Neither a Participant nor any other person shall have
      any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
      or otherwise encumber, transfer, hypothecate or convey in advance of
      actual receipt the amounts, if any, payable hereunder, or any part
      thereof, which are, and all rights to which are, expressly declared to be
      unassignable and non-transferable. No part of the amounts payable shall,
      prior to actual payment, be subject to seizure or sequestration for the
      payment of any debts, judgements, alimony or separate maintenance owed by
      a Participant or any other person, nor be transferable by operation of law
      in the event of a Participant's or any other person's bankruptcy or
      insolvency.

10.5. NOT A CONTRACT OF EMPLOYMENT. This Plan shall not constitute a contract of
      employment between Company and the Participant. Nothing in this Plan shall
      give a Participant the right to be retained in the service of Company or
      to interfere with the right of the Company to discipline or discharge a
      Participant at any time.

10.6. PROTECTIVE PROVISIONS. A Participant shall cooperate with Company by
      furnishing any and all information requested by Company in order to
      facilitate the payment of benefits hereunder and by taking such action as
      may be requested by Company.

<PAGE>
10.7.  GOVERNING LAW. The provisions of this Plan shall be construed and
       interpreted according to the laws of the State of Georgia, except as
       preempted by federal law.

10.8.  VALIDITY. If any provision of this Plan shall be held illegal or invalid
       for any reason, said illegality or invalidity shall not affect the
       remaining parts hereof, but this Plan shall be construed and enforced as
       if such illegal and invalid provision had never been inserted herein.

10.9.  NOTICE. Any notice required or permitted under the Plan shall be
       sufficient if in writing and hand delivered or sent by registered or
       certified mail. Such notice shall be deemed given as of the date of
       delivery or, if delivery is made by mail, as of the date shown on the
       postmark on the receipt for registration or certification. Mailed notice
       to the Committee shall be directed to the company's primary business
       address. Mailed notice to a Participant or Beneficiary shall be directed
       to the individual's last known address in company's records

10.10. SUCCESSORS. The provisions of this Plan shall bind and inure to the
       benefit of Company and its successors and assigns. The term successors as
       used herein shall include any corporate or other business entity which
       shall, whether by merger, consolidation, purchase or otherwise acquire
       all or substantially all of the business and assets of Company, and
       successors of any such corporation or other business entity.

                                                OXFORD INDUSTRIES, INC.

                                                By:_____________________________

                                                Title:__________________________