0001193125-05-006699 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 14th, 2005 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made as of January 10, 2005, among Oxford Industries, Inc., a Georgia corporation, Oxford of South Carolina, Inc., a South Carolina corporation, and Viewpoint International, Inc., a Delaware corporation, as Borrowers, the Domestic Subsidiaries of the Borrowers party to the Credit Agreement (defined below) as Guarantors, the Lenders (as defined in the Credit Agreement) party hereto, and SunTrust Bank, as the Administrative Agent,

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FORM OF OXFORD INDUSTRIES, INC. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • January 14th, 2005 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Georgia

This Agreement is entered into as of January 10, 2005, by and between (“Employee” or “you”) and Oxford Industries, Inc., a Georgia corporation (“Oxford”), to set forth the terms and conditions of a Performance Share Award granted to you pursuant to the Oxford Industries, Inc. Long-Term Stock Incentive Plan (the “Plan”).

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