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                                                                     EXHIBIT 4.5

                                SECOND AMENDMENT
                                     TO THE
              HARTMARX SAVINGS INVESTMENT AND STOCK OWNERSHIP PLAN
              (as amended and restated effective December 31, 2000)

               WHEREAS, Hartmarx Corporation (the "Company") maintains the
Hartmarx Savings Investment and Stock Ownership Plan (the "Plan"); and

               WHEREAS, the Plan has previously been amended and restated and
further amendment is considered necessary, desirable and appropriate;

               NOW, THEREFORE, by virtue of the power reserved to the Company
under subsection 16.1 of the Plan, and in exercise of the authority delegated to
the Hartmarx Plan Administration Committee (the "Committee") by resolutions of
the Board of Directors and the Audit and Finance Committee of the Board of
Directors of the Company, the Plan, as previously amended and restated, be and
it is hereby further amended in the following particulars:

               1. Effective January 1, 2002, by substituting the following for
the last sentence of Section 2.4 of the Plan:

               "Effective for Plan Years beginning on and after January 1, 2002,
               Annual Earnings in excess of $200,000, as adjusted for
               cost-of-living increases in accordance with Section 401(a)(17)(B)
               of the Code, shall be disregarded."

               2. Effective as of July 1, 2002, by adding the following new
subsection 4.10 to the Plan, immediately after subsection 4.9 thereof:

              "4.10   Catch-Up Contributions

               All Employees who are eligible to make tax-deferred 401(k)
               contributions under this Plan and who have attained age 50 before
               the close of the calendar year shall be eligible to make catch-up
               contributions in accordance with, and subject to the limitations
               of, Section 414(v) of the Code. Such catch-up contributions shall
               not be taken into account for purposes of the provisions of the
               Plan implementing the required limitations of Sections 402(g) and
               415 of the Code. The Plan shall not be treated as failing to
               satisfy the provisions of the Plan implementing the requirements
               of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of
               the Code, as applicable, by reason of the making of such catch-up
               contributions. This subsection shall apply to contributions made
               on and after January 1, 2002. No matching contributions shall be
               made on catch-up contributions."

               3. Effective as of December 31, 2000, by adding the following new
sentence as the last sentence of Section 5.3 of the Plan:

               "Each Employer's contribution to the ESOP Trust Fund shall equal
               25% of each of its Participants' Matched Contributions (but not
               including catch-up contributions described in Section 4.10) to
               the Plan during a Plan Year, which in the aggregate do not exceed
               6% of such Participant's Annual Earnings."

               4. Effective as of July 1, 2001, by substituting the number "35%"
for the number "25%" where the latter number appears in the last sentence of
Section 5.3 of the Plan.

               5. Effective as of July 1, 2002, by substituting the number "40%"
for the number "35%" where the latter number appears in the last sentence of
Section 5.3 of the Plan.

               6. Effective July 1, 2003, by substituting the number "45%" for
the number "40%" where the

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latter number appears in the last sentence of Section 5.3 of the Plan.

               7. Effective July 1, 2004, by substituting the number "50%" for
the number "45%" where the latter number appears in the last sentence of Section
5.3 of the Plan.

               8. Effective as of January 1, 2002, by adding the following new
sentence as the last sentence of Section 6.13 of the Plan:

               "The multiple use test described in Treasury Regulation Section
               1.401(m)-2 and this Section 6.13 of the Plan shall not apply for
               Plan Years beginning after December 31, 2001."

               9. Effective as of January 1, 2002, by substituting the following
for the eighth sentence of Section 6.14 of the Plan:

               "Except to the extent permitted under Section 4.10 of the Plan
               and Section 414(v) of the Code, the annual addition for any
               Participant shall not exceed the lesser of (a) or (b) below:

                     (a)    $40,000. In the event of a short Plan Year, the
                            maximum dollar limitation shall be divided by 12 and
                            multiplied by the number of months in the short Plan
                            Year.

                     (b)    100% of the Participant's 415 Compensation."

               10. Effective as of January 1, 2002, by substituting the
following vesting schedule for the vesting schedule set forth in Section 9.2 of
the Plan:

                     "Completed Years of
                      Vesting Service                             Percent Vested
                      ---------------------------                 --------------
                     At least two, but less than three            20%
                     At least three, but less than four           40%
                     At least four, but less than five            70%
                     Five or more                                 100%"

               11. Effective as of January 1, 2002, by inserting the following
as a new third sentence of Section 10.6 of the Plan:

               "For purposes of the prior sentence and with respect to
               distributions after December 31, 2001, the value of a
               Participant's vested Account balances shall be determined without
               regard to the Participant's rollover accounts."

               12. Effective as of January 1, 2002, by adding the following
sentence to the end of Section 10.6 of the Plan:

               "With respect to distributions under the Plan made on or after
               January 1, 2002, the Plan will apply the minimum distribution
               requirements of Section 401(a)(9) of the Code in accordance with
               the regulations under Section 401(a)(9) that were proposed on
               January 17, 2001, notwithstanding any provision of the Plan to
               the contrary. The previous sentence shall continue in effect
               until the end of the last calendar year beginning before the
               effective date of final regulations under Section 401(a)(9) or
               such other date as may be specified in guidance published by the
               Internal Revenue Service."

               13. Effective January 1, 2002, by substituting the phrase "six
months" for the phrase "twelve (12) months" where the latter phrase appears in
the last sentence of Section 10.9 of the Plan.

               14. Effective January 1, 2002, by substituting a period for the
comma and deleting the word "and" at the end of the second subsection (c) of
Section 10.9, and by deleting the second subsection (d) of Section 10.9 of the
Plan.

               15. Effective as of January 1, 2002, by substituting the
following for subsection 11.1(d) of the Plan:

               "(d)  the term `Qualified Retirement Plan' shall mean any
                     retirement plan which the Plan Administrator can reasonably
                     conclude is:

                     (i)    a qualified plan described in Section 401(a) or
                            403(a) of the Code, including after-

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                             tax employee contributions;

                    (ii)     an annuity contract described in Section 403(b) of
                             the Code;


                    (iii)    an eligible plan under Section 457(b) of the Code
                             which is maintained by a state, political
                             subdivision of a state, or any agency or
                             instrumentality of a state or political subdivision
                             of a state; or

                    (iv)     an individual retirement account or annuity
                             described in Section 408(a) or 408(b) of the Code
                             this is eligible to be rolled over and would
                             otherwise be includible in gross income."

               16.  Effective as of January 1, 2002, by substituting the
following for subsection 11.2(i) of the Plan:

               "Eligible Rollover Distribution: An Eligible Rollover
               Distribution is any distribution of all or any portion of the
               balance to the credit of the distributee, except that an eligible
               rollover distribution does not include: any distribution which is
               one of a series of substantially equal periodic payments (not
               less frequently than annually) made for the life (or life
               expectancy) of the distributee or the joint lives (or joint life
               expectancies) of the distributee and the distributee's designated
               Beneficiary, or for a specified period of ten years or more; any
               distribution to the extent that such distribution is required
               under Section 401(a)(9) of the Code; the portion of any
               distribution which is not includible in gross income (determined
               without regard to the exclusion for net unrealized appreciation
               with respect to employer securities); and any amount that is
               distributed on account of hardship.

               A portion of a distribution shall not fail to be an eligible
               rollover distribution merely because the portion consists of
               after-tax employee contributions which are not includible in
               gross income. However, such portion may be transferred only to an
               individual retirement account or annuity described in Section
               408(a) or (b) of the Code, or to a qualified defined contribution
               plan described in Section 401(a) or 403(a) of the Code that
               agrees to separately account for amounts so transferred,
               including separately accounting for the portion of such
               distribution which is includible in gross income and the portion
               of such distribution which is not so includible."

               17.  Effective January 1, 2002, by substituting the following for
subsection 11.2(ii) of the Plan:

               "Eligible retirement plan: An eligible retirement plan is an
               individual retirement account described in Section 408(a) of the
               Code, an individual retirement annuity described in Section
               408(b) of the Code, an annuity plan described in Section 403(a)
               of the Code, an annuity contract described in Section 403(b) of
               the Code, and an eligible plan under Section 457(b) of the Code
               which is maintained by a state, political subdivision of a state
               or any agency or instrumentality of a state or political
               subdivision of a state and which agrees to separately account for
               amounts transferred into such plan from this plan. The definition
               of eligible retirement plan shall also apply in the case of a
               distribution to a surviving spouse, or to a spouse or former
               spouse who is the alternate payee under a qualified domestic
               relation order, as defined in Section 414(p) of the Code."

               18.  Effective January 1, 2002, by substituting the following for
Section 18.2 of the Plan:

               "In general, a `Key Employee' means any Employee or former
               Employee (including any deceased Employee) who at any time during
               the Plan Year that includes the determination date was:

               (a)  an officer of an Employer or controlled group member
                    receiving Annual Earnings greater than $130,000 (as adjusted
                    under Section 416(i)(1) of the Code for Plan Years beginning
                    after December 31, 2002);

               (b)  a 5 percent owner of an Employer or controlled group member;
                    or

               (c)  a 1 percent owner of an Employer or controlled group member
                    receiving Annual Earnings of more than $150,000.

               For this purpose, Annual Earnings means compensation within the
               meaning of Section 415(c)(3) of the Internal Revenue Code. The
               determination of who is a Key Employee will be made in accordance
               with Section 416(i)(1) of the Internal Revenue Code and the
               applicable regulations and other guidance of general
               applicability issued thereunder."

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               19. Effective January 1, 2002, by substituting the following for
subsection 18.2(c) of the Plan:

               "A Participant's account balance shall be increased by the
               aggregate distributions, if any, made with respect to the
               Participant during the one-year period ending on the
               determination date (including distributions under a terminated
               plan which, had it not been terminated, would have been
               aggregated with this plan under Section 416(g)(2)(A)(i) of the
               Code). In the case of a distribution made for a reason other than
               separation from service, death or disability, this provision
               shall be applied by substituting `five-year period' for `one-year
               period.'"

               20. Effective January 1, 2002, by substituting the phrase "one
year period" for the phrase "five year period" where the latter phrase appears
in subsection 18.2(f) of the Plan.

               21. Effective January 1, 2002, by adding the following sentence
as the last sentence of Section 18.3:

               "Employer matching contributions shall be taken into account for
               purposes of satisfying the minimum contribution requirements of
               Code Section 416(c)(2) and this Section 18.3. The preceding
               sentence shall apply with respect to matching contributions under
               the Plan or, if the Plan provides that the minimum contribution
               requirement shall be met in another plan, such other plan.
               Employer matching contributions that are used to satisfy the
               minimum contribution requirements shall be treated as matching
               contributions for purposes of the `Actual Contribution
               Percentage' tests pursuant to Section 6.7 and other requirements
               of Code Section 401(m)."

               22. Effective January 1, 2002, by substituting the following
Vesting Schedule for the Vesting Schedule set forth in Section 18.3 of the Plan:

                   "Years of Vesting Service                   Percent Vested
                   -------------------------                   --------------
                   Two                                         20%
                   Three                                       40%
                   Four                                        70%
                   Five                                        100%"


               IN WITNESS WHEREOF, the Company has caused the foregoing Second
Amendment to be executed by the undersigned member of the Committee and officer
of the Company, this 30th day of December, 2002.

                                            HARTMARX PLAN ADMINISTRATION
                                            COMMITTEE


                                            /s/ Taras R. Proczko
                                            ---------------------------------
                                            Taras R. Proczko Committee Member
                                            and Senior Vice President & General
                                            Counsel of the Company