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                                                                  EXHIBIT 10-H-2
                                                                  --------------


                       FIRST AMENDMENT TO ELBERT O. HAND
                  SUPPLEMENTAL BENEFIT COMPENSATION AGREEMENT
                  -------------------------------------------


       The Elbert O. Hand Supplemental Benefit Compensation Agreement effective
as of December 23, 1999 is hereby amended as of the date hereof, unless
otherwise specifically provided, as follows:

  I.   Paragraph 2(b) is amended to read as follows:

       The "Present Value" of Employee's After-Tax Supplemental Benefits shall
       be determined using the interest rate then in effect by reference to the
       IRS 4-Year Weighted Average Interest Rate and the 1983 Group Annuity
       Mortality Table (the "1983 GAM"), as such 1983 GAM may be amended,
       revised or updated from time to time.

  II.  Paragraph 3 is amended as follows:

       A. Paragraph 3(ii) is amended to read as follows:

            (ii) The death of the Employee or the discharge by the Company of
                 Employee from the employment of Company or a subsidiary of
                 Company without Cause or a termination by Employee for Good
                 Reason (Cause and Good Reason shall be defined as defined in
                 the most recent Employment Agreement entered into by the
                 Employee and the Company ("Employment Agreement");

       B. The first full sentence of the flush paragraph immediately following
          Paragraph 3(ii) is amended to read as follows:

                 In the event of a termination of Employee's employment
                 initiated by the Employee not for Good Reason (as defined in
                 the "Employment Agreement") prior to the expiration of the
                 five-year period, the Company shall continue to make the
                 deposits in the form and at the times described in the first
                 sentence of this paragraph 3 during the remainder of the five-
                 year period.
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       C. The last sentence of Paragraph 3 is amended to read as follows:

                 Notwithstanding the foregoing, in the event that (i) the
                 Employee is discharged by the Company for Cause as defined in
                 the Employment Agreement, (ii) the Employee willfully,
                 intentionally and materially breaches the confidentiality and
                 non-disparagement provisions of paragraph 7 of the Employment
                 Agreement, or (iii) the Employee withdraws funds from the
                 account prior to the termination of employment with the
                 Company, no further deposit shall be made to the Employee's
                 segregated account by the Company under this Agreement.

  III. Except as otherwise provided herein, the Supplemental Benefit
       Compensation Agreement shall remain in full force and effect.


       IN WITNESS WHEREOF, the Company and Employee have executed this Amendment
as of the 27th day of November, 2000.

                                 HARTMARX CORPORATION


                                 By: /s/ GLENN R. MORGAN
                                     --------------------------------
                                     Glenn R. Morgan, Executive
                                     Vice President & Chief Financial
                                     Officer



                                      /s/     ELBERT O. HAND
                                      -------------------------------
                                              ELBERT O. HAND

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