EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT,  dated as of February 5, 1996, between FRANK TWORECKE
("Executive") and JOS. A. BANK CLOTHIERS, INC. ("Employer").

     FOR GOOD AND VALUABLE CONSIDERATION,  the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

1.   Employment of Executive

     Employer hereby agrees to employ Executive,  and Executive hereby agrees to
be and  remain  in the  employ  of  Employer,  upon  the  terms  and  conditions
hereinafter  set forth.  The  Agreement is a contract  for personal  services of
Executive and services pursuant hereto may only be performed by Executive.

2.   Employment Period

     The term of Executive's  employment  under this Agreement (the  "Employment
Period")  shall  commence as of  February 5, 1996 and shall,  subject to earlier
termination as provided in Section 5, continue for a period of three years after
commencement and be  automatically  renewed  thereafter for successive  one-year
periods  unless,  at least 180 days  before  the end of the  initial  three-year
period or any subsequent one-year period, either party gives notice to the other
of his or its  desire to  terminate  the  Employment  Period,  in which case the
Employment Period shall terminate as of the end of such period.

3.   Duties and Responsibilities

     3.1 General.  During the  Employment  Period,  Executive (i) shall have the
title of Executive Vice President and Chief Merchandising Officer and (ii) shall
devote  substantially  all of his  business  time and expend  his best  efforts,
energies and skills to the business of the Company. The preceding sentence shall
not be construed to prohibit  Executive  from  continuing to devote more than an
insignificant  amount  of  time,  in  accordance  with  his  past  practice,  to
management of his investments,  serving on Boards of Directors and participation
in civic and philanthropic activities.

     Executive  shall  perform  such  duties,  consistent  with  his  status  as
Executive Vice President and Chief Merchandising  Officer of Employer, as he may
be assigned from time to time by Employer's Chief Executive  Officer (the "Chief
Executive Officer") or Board of Directors (the "Board of Directors").  Executive
shall have such authority,  discretion,  power and responsibility,  and shall be
entitled to such secretarial and administrative  assistance and other facilities
and conditions of  employment,  as are customary or appropriate to his position.
Upon  request of the Board of  Directors,  Executive  shall  also serve  without
additional   compensation   as  a  director  of  the  Company  and  any  of  its
subsidiaries.  For all  purposes of this  Agreement,  the term  "Company"  means
Employer and all corporations,  associations,  companies, partnership, firms and
other enterprises controlled by or under common control with Employer.


     3.2 Location of Executive Offices.  The Company will maintain its principal
executive  offices at a location in any state on the eastern coast of the United
States from and including  South  Carolina to and including New York.  Executive
shall not be required to perform services for the Company at any other location,
except for services rendered in connection with required travel on the Company's
business.

4.   Compensation and Related Matters

     4.1 Base  Salary.  Employer  shall pay to Executive  during the  Employment
Period an annual base salary (the "Base  Salary") of $200,000 for the first year
of the  Employment Period  ("Year  1");  $400,000  for the  second  year of  the
Employment Period; and $400,000 for the third year of the Employment Period. The
Base Salary for each year shall be payable in  installments  in accordance  with
the Company's policy on payment of executives in effect from time to time.

     4.2 Annual  Bonus.  For fiscal year 1996 (ending  February 4, 1997) and for
each fiscal  year that begins  during the  Employment  Period  (each such fiscal
year, a "Bonus Year"),  Executive  shall be entitled to receive a bonus (each, a
"Bonus")  as  hereinafter  set  forth.  The Bonus for Bonus  Year 1996  shall be
$175,000,  payable on or before  February 1, 1997.  For Bonus Year 1997  (ending
January 31, 1998),  Executive  shall be entitled to receive a Bonus of up to 50%
of Base  Salary  based  upon the  attainment  of  quantitative  and  qualitative
performance  goals  established  by the  Compensation  Committee of the Board of
Directors (the  "Committee") for such Bonus Year in consultation with Executive,
such performance  goals (the "Performance  Goals").  For Bonus Year 1998 (ending
January 30,  1999),  and for each Bonus Year  thereinafter,  Executive  shall be
entitled to receive a Bonus of up to 75% of Base Salary based upon attainment of
the Performance Goals for such Bonus Year. The relationship  between the size of
each  Bonus  and  degree  of  attainment  of  performance  objectives  shall  be
discretionary  with the  Committee.  The  Performance  Goals for each Bonus Year
shall be established  as soon as possible  following the beginning of such Bonus
Year.  The Bonus earned for any Bonus Year shall be payable  promptly  following
the determination  thereof, but in no event later than 90 days following the end
of each Bonus Year. The Bonus payable for the Bonus Year in which the Employment
Period  terminates  shall  equal the  Bonus  that  would  have been paid had the
Employment Period not so terminate,  multiplied by a fraction,  the numerator of
which shall be the number of days of the Employment Period within the Bonus Year
and the denominator of which shall be 365.

     4.3 Housing - The Ohio House.  Executive is the owner of a house located in
Cincinnati,  Ohio (the "Ohio House").  Executive shall use reasonable efforts to
sell the Ohio  House for the fair  market  value  thereof.  Executive  shall not
accept an offer to purchase  the Ohio House for less than the fair market  value
thereof  without  the  consent  of  the  Company,  which  consent  shall  not be
unreasonably  withheld.  Upon  settlement  of the Ohio House,  the Company shall
reimburse  Executive for (a) the Deficiency (as  hereinafter  defined),  but not
more than  $100,000  and (b) the  reasonable  costs  and  expenses  incurred  by
Executive in connection with the sale and settlement of the Ohio House,  but not
more than $30,000.  For the purposes  hereof,  the  "Deficiency"  shall mean the
difference  (but not less than zero) obtained by  subtracting  the gross selling
price of the Ohio House from  $550,000.00  (the purchase price paid by Executive
for the Ohio House plus the cost of capital improvements).


     4.4 Housing - The Mortgage  Loan.  The Company  shall loan to Executive the
sum of $200,000 (the  "Mortgage  Loan"),  repayable  over ten years (or less) as
hereinafter  set forth, to assist with the purchase of a house to be selected or
built by Executive (the "New House").  The Mortgage Loan shall be evidenced by a
promissory note (the "Note") and secured by, at Employer's option, a mortgage or
deed of trust  (the  "Mortgage").  The  Mortgage  Loan  shall be  funded  (a) at
settlement  of the New House or (b) if  Executive  shall  elect to build the New
House and purchase the land  therefor  separately,  at  settlement of said land;
provided,  however, that Employer shall not be responsible for funding more than
80% of the cost of said land.  The  difference  between  $200,000 and the amount
funded for said land shall be funded as mutually  agreed  upon by  Employer  and
Executive,  but not later  than  settlement  on the  completed  New  House.  The
Mortgage shall secure no less than a second lien on the New House.  The Mortgage
Loan  shall bear  interest  at the  applicable  "Federal  Rate" (as  hereinafter
defined) in effect on the date of the Mortgage  Loan.  For the purposes  hereof,
the "Federal  Rate" shall mean that rate of interest,  determined  by Employer's
auditors in accordance with Internal Revenue Service  regulations,  necessary to
prevent  interest on the Mortgage Loan from being imputed to Executive as income
and to  Employer  as  expense.  Interest  only  shall be due and  payable on the
Mortgage Loan for the first five years  thereof.  Thereafter,  the Mortgage Loan
shall be  repayable  in sixty,  equal  payments of  principal,  plus accrued and
unpaid  interest.  All  payments  shall be due on the first of each month,  with
interest payable in arrears.  Notwithstanding anything to the contrary contained
herein or in the Note or Mortgage,  Executive shall not be required to make  the
principal  and/or interest  payments  otherwise due during the Employment Period
and the Employer shall credit the Mortgage Loan account as if such payments  had
been  timely  made.  Amounts  so credited shall be deemed forgiven and Executive
shall not  be  liable  for  repayment thereof.  In the event (a) Executive shall
remain in the employ of Employer for at least 10 consecutive years; (b) Employer
shall  terminate this Agreement  without  cause  (Section  5.1);  (c)  Executive
shall terminate this Agreement for good reason (Section 5.3); (d) this Agreement
shall  terminate  or  be  terminated  as  a result of the death (Section 5.5) or
disability (Section 5.4) of Executive; (e) Employer (or any trustee of Employer)
shall  reject this Agreement pursuant to powers granted under the  United States
Bankruptcy  Code  (11  U.S.C.  ss.ss.  101  et  seq.), or  any successor statute
thereto,  and either (i) Employer and  Executive,  each acting  in his/its  sole
and  absolute  subjective  discretion,  shall  fail  to  agree  upon  terms  and
conditions  for  Executive's  continued  employment   with   Employer   or  (ii)
Executive, in his sole and absolute subjective discretion, shall fail to accept,
and  thereafter  Employer  shall  fail  to withdraw its demand for, any proposed
revision in the terms and conditions of the Mortgage Loan; or (f) Employer shall
give notice of termination  pursuant to Section 2 of this Agreement,  then,  and
in any of such events, the Mortgage Loan, and all  interest due  thereon,  shall
be  deemed  paid  in  full.  In  the event (x) Executive  shall  terminate  this
Agreement without cause  (Section  5.1); (y)  Executive  shall  give  notice  of
termination  pursuant  to  Section  2;  or (z)  Employer  shall  terminate  this
Agreement for cause (Section 5.2), Executive shall  pay  to Employer  the unpaid
principal  balance and all accrued  interest on the Mortgage  Loan. Upon payment
or deemed payment of the Mortgage  Loan,  and all interest due thereon, the Note
shall be canceled and returned to Executive and the  Mortgage  shall be released
of record. In addition to the Mortgage Loan, Employer shall reimburse  Executive
for the  reasonable  costs  and  expenses  incurred  by  Executive in connection
with the  settlement of the New House,  but not more than $30,000.

     4.5 Life  Insurance.  Employer shall maintain in effect at all times during
the Employment  Period, at Employer's  expense, a policy of term life insurance,
or such other type of policy as Executive  shall request  provided that the cost
to Employer thereof is  approximately  the same as the cost of such term policy,
on the life of Executive in the amount of not less than  $1,000,000  naming such
person  as  Executive  shall  designate  from  time  to time  as the  owner  and
beneficiary  thereof.  Executive  agrees that  Employer  shall have the right to
obtain other life insurance on Executive's  life, at Employer's sole expense and
with Employer or an affiliate thereof as the sole beneficiary thereof.  Employer
shall  also have the  right,  at its sole cost,  to  increase  the amount of the
aforesaid  $1,000,000  policy and Executive  shall execute such  assignments  or
other documents necessary or desirable to assign to Employer the proceeds of the
policy in excess of  $1,000,000  .  Executive  shall (i)  cooperate  fully  with
Employer in obtaining  all such  insurance,  (ii) sign any  necessary  consents,
applications  and other related forms or documents,  and (iii) take any required
medical  examinations.  If such examination(s)  shall disclose that Executive is
not eligible for "standard,  non-smoking  risk" pricing for term life insurance,
the amount of such  insurance  shall be reduced to an amount  which is available
for a premium equal to the premium which would have been charged for  $1,000,000
of term life insurance had Executive been so eligible. At Executive's option and
expense,  any policy  maintained  by  Employer  under this  Section 4.5 shall be
transferred  to Executive  upon the  expiration or termination of the Employment
Period,  unless such  transfer is  otherwise  prohibited.  After such  transfer,
Employer shall have no further responsibility with respect to said policy.

     4.6 Automobile. Throughout the Employment Period, Employer shall provide to
Executive,  at Employer's  expense,  an automobile in accordance with Employer's
policy in effect  from time to time for the  leasing of  automobiles  for use by
Employer's  senior  management.  Employer  shall  also  be  responsible  for all
expenses  of use  and  operation  of such  automobile.  At  Executive's  option,
Employer  shall  assume   responsibility  for  Executive's  existing  car  lease
payments,  provided  that such  payments  shall not exceed $800 per month.  Upon
termination or expiration of the Employment  Period,  or upon  expiration of any
automobile  lease entered into by Employer in  satisfaction  of its  obligations
under this Section 4.6,  Executive shall have the right and option to assume the
lease on his  then-current  car and to exercise any buy-out option  contained in
such lease.

     4.7 Other Benefits.  During the Employment  Period,  subject to, and to the
extent  Executive  is  eligible under their respective terms, Executive shall be
entitled  to  receive  such  fringe  benefits  as are,  or are from time to time
hereafter,  generally  provided  by  Employer  to Employer's  senior  management
employees or other employees  (other than those  provided under or  pursuant  to
separately  negotiated  individual employment  agreement or  arrangements) under
any pension or  retirement  plan, disability  plan  or  insurance,  group   life
insurance,  medical  and  dental  insurance,  travel  accident  insurance, stock
option,  phantom  stock  or  other  similar   plan  or   program   of  Employer.
Executive's  Base  Salary  shall  (where applicable) constitute the compensation
on the basis of which the amount of Executive's benefits  under  any  such  plan
or  program shall be  fixed  and determined.  The first $200,000 (or such lesser
amount  as  may  be  necessary)  of  benefits  under  any life  insurance policy
provided  hereunder  (but not the $1,000,000  policy  under  Section 4.5)  shall
be assigned to Employer to pay the remaining principal balance of  the  Mortgage
Loan upon the death of Executive.

     4.8 Expense  Reimbursement.  Employer  shall  reimburse  Executive  for all
business  expenses  reasonably  incurred by him in the performance of his duties
under this Agreement upon his presentation, not less frequently than monthly, of
signed,  itemized  accounts  of  such  expenditures,   all  in  accordance  with
Employer's  procedures  and  policies as adopted and in effect from time to time
and  applicable  to  its  senior  management  employees.  Without  limiting  the
generality  of  the  foregoing,  Employer  shall  pay  for  all  of  Executive's
reasonable travel expenses incurred in traveling from and to the Ohio House and,
prior to the earlier of settlement upon the New House or September 30, 1996, his
reasonable  living expenses (not to exceed $5,000 per month) while the Executive
is residing in the Baltimore,  Maryland  area,  including,  without  limitation,
hotel or other residential accommodation expenses and meals, all such amounts to
be treated as additional salary for all securities acts reporting purposes.

     4.9 Tax Gross-up.  In the event that any payments made by Employer to or on
behalf of Executive pursuant to the provisions of Section 4.3 through 4.8 hereof
(other  than  the  Mortgage  Loan  or  principal  and  interest  forgiveness  in
connection  therewith)  result in the payment of  additional  federal,  state or
local income taxes by Executive,  Employer  shall pay to Executive the amount of
such additional taxes plus such additional  amount as shall be necessary to hold
harmless  Executive,  as nearly as can be, from the obligation to pay such taxes
in respect of amounts payable pursuant to this Section 4.9.

     4.10  Stock  Options.  On the  date  hereof,  the  Company  shall  grant to
Executive  the right and option to purchase an aggregate  of 60,000  shares (the
"Option Shares") of the Company's common stock, $.01 par value per share,  which
option is  intended,  to the fullest  extent  permitted by law, to qualify as an
incentive stock option,  as defined to Section 422 of the Internal  Revenue Code
of 1986.  The option to purchase  one-half of the Option Shares shall be granted
pursuant to each of the  Company's  two option  plans  pursuant to the  standard
agreements  therefor,  copies of which are attached  hereto as Exhibits A and B,
respectively.  The "Purchase Price" and "Closing Price" shall be determined with
reference to the date hereof in accordance with such agreements.

     4.11  Vacations.  Executive shall be entitled to 20 days of vacation during
each calendar year, which shall accrue in accordance with the Company's vacation
policy in effect  from time to time for its  senior  executive  officers,  which
vacations  shall  be taken at such  time or  times  as  shall  not  unreasonably
interfere with Executive's  performance of his duties under this Agreement.  The
number of  vacation  days shall be  prorated  for any  calendar  year not wholly
within  the  Employment  Period.  Upon  termination  of  Executive's  employment
pursuant  to Section 5 or  non-renewal  of the  Employment  Period  pursuant  to
Section 2, for any reason whatsoever,  Employer shall pay Executive, in addition
to any  termination  compensation  provided  for  under  Section  6, all  unused
vacation  benefits,  including any  carry-over,  due Executive as of the date of
termination, to be computed at the Executive's then current Base Salary rate.

5.   Termination of Employment Period

     5.1  Termination  Without Cause.  Employer or Executive may, by delivery of
not less than 60 days'  notice to the other at any time  during  the  Employment
Period,  terminate  the Employment Period without cause.

     5.2 By Employer for Cause.  Employer may, at any time during the Employment
Period by notice to Executive in accordance  with and only after full compliance
with the procedure set forth herein terminate the Employment  Period "for cause"
effective immediately. For the purposes hereof, "for cause" means:



                  (i)               the  conviction  of  Executive in a court of
                                    competent    jurisdiction    of   a    crime
                                    constituting  a felony in such  jurisdiction
                                    involving   money  or  other   property   of
                                    Employer  or any of  its  affiliates  or any
                                    other felony involving moral turpitude; or

                  (ii)              the  willful  (a)  commission  of an act not
                                    approved  of or  ratified  by the  Board  of
                                    Directors  involving  a series and  material
                                    conflict   of   interest   or   self-dealing
                                    relating to any material aspects of Employer
                                    or any such subsidiary or affiliate thereof;
                                    or (b)  commission  of an act  of  fraud  or
                                    misrepresentation (including the omission of
                                    material  facts),  provided  that  such acts
                                    relate to the business of Employer and would
                                    materially   and   negatively   impact  upon
                                    Employer and its  business;  or (c) material
                                    failure of Executive to obey  directions  of
                                    the Board of Directors  that are  consistent
                                    with    Executive's    status    of    Chief
                                    Merchandising  Officer;   however,  for  the
                                    purposes  of  this   subsection   (ii),  the
                                    refusal of Executive to comply with an order
                                    or   directive  of  anyone  other  than  the
                                    majority of the Board of  Directors,  or the
                                    refusal of Executive to perform an act which
                                    is contrary to his duties,  responsibilities
                                    and/or  authority  as  Chief   Merchandising
                                    Officer or is unlawful  shall not constitute
                                    "for  cause".  In  the  event  of an  act or
                                    omission as provided for in this  subsection
                                    5.2(ii),  Employer  shall provide  Executive
                                    with a written notice of intent to terminate
                                    the Employment  Period "for cause",  setting
                                    forth,  with reasonable  particularity,  the
                                    reasons and acts or  omissions  constituting
                                    "cause"  under  this  subsection,  and shall
                                    provide  Executive with at least thirty (30)
                                    calendar  days after such  notice to cure or
                                    eliminate  the problem or  violation  giving
                                    rise to such cause or any  longer  period as
                                    reasonably  needed  by  Executive,  provided
                                    that   it  is   susceptible   to   cure   or
                                    elimination   and  Executive  is  proceeding
                                    diligently  and in good  faith to cure  such
                                    violation.  In the event and only  after the
                                    Executive  fails  to  cure  the  problem  or
                                    violation  within  the period  provided  for
                                    herein,  Employer  may exercise its right to
                                    terminate   the    Employment    Period   in
                                    accordance  with  the  procedure  set  forth
                                    below.

     Termination  "for  cause"  shall  be  effected  only  if (A)  Employer  has
delivered  to Executive a written  notice of  termination  "for cause",  setting
forth,  with  reasonable  particularity,   the  reasons  for  such  "for  cause"
termination,  and (B) has provided Executive with, on at least ten (10) business
days' prior written notice, in the case of a termination  pursuant to subsection
5.2(ii) the opportunity,  together with Executive's  counsel, to be heard before
Employer's Board of Directors, said hearing to occur at such reasonable time and
place that is mutually convenient to Executive,  his counsel, and Employer,  and
(C) Employer's Board of Directors [after such notice and opportunity to be heard
has  been  provided  to  Executive  in the  case of a  termination  pursuant  to
subsection 5.2(ii)],  adopts a resolution concurred in by not less than majority
of  all of the  directors  of  Employer  then  in  office,  including  at  least
two-thirds  of all of the  directors  who are not  officers  of  Employer,  that
Executive  was guilty of  conduct  constituting  "for  cause"  hereunder,  which
conduct  has not been cured (if  applicable),  and  specifying  the  particulars
thereof in detail.

     5.3 By  Executive  for Good Reason.  Executive  may, at any time during the
Employment  Period by notice to Employer,  terminate the Employment Period under
this Agreement "for good reason" effective immediately. For the purposes hereof,
"good reason" means (i) any material breach by Employer of any provision of this
Agreement  which,  if susceptible of being cured, is not cured within 30 days of
delivery of notice thereof to Employer by Executive or (ii) the  occurrence of a
change  in control (as hereinafter  defined) of Employer  provided that not more
than 90 days  shall  have  elapsed  subsequent to Executive's  becoming aware of
the occurrence of the change  in  control.  Without limitation of the generality
of the foregoing,  each  of  the  following  shall be  deemed  to  be a material
breach of this  Agreement by Employer:  (x) any  failure  timely  to pay (or any
reduction  in)  compensation (including  benefits) paid or  payable to Executive
pursuant to the provisions of  Section  4  hereof;  (y)  any  reduction  in  the
duties,  responsibilities  or  perquisites  of  Executive as provided in Section
3.1 hereof and (z) any transfer of the  Company's  principal  executive  offices
outside the  geographic area described in Section 3.2 hereof or requirement that
Executive  principally perform his duties outside such geographic area.

     For purposes of this Agreement,  a "change in control" of the Company shall
be deemed to have occurred if, as a result of a single  transaction  or a series
of  transactions,  (A) any "person" (as such term is used in Sections  13(d) and
14(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange Act")),
other than a trustee or other fiduciary  holding  securities  under any employee
benefit plan of the Company or a corporation owned,  directly or indirectly,  by
the  stockholders of the Company ( including any nominee  corporation that holds
shares of the Company on behalf of the beneficial  owners of such  corporation),
in  substantially  the  same  proportions  as  their  ownership  of stock of the
Company,  is or becomes the  "beneficial  owner" (as defined in Rule 13d-3 under
the  Exchange  Act),  directly  or  indirectly,  of  securities  of the  Company
representing  51% or more of the  combined  voting power of the  Company's  then
outstanding  securities;  or (B) any  "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange  Act),  other than a trustee or other  fiduciary
holding  securities  under  any  employee  benefit  plan  of  the  Company  or a
corporation  owned,  directly or indirectly,  by the stockholders of the Company
(including any nominee corporation that holds shares of the Company on behalf of
the  beneficial  owners  of  such   corporation),   in  substantially  the  same
proportions  as their  ownership  of stock of the  Company,  is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  securities of the Company  representing  30% or more of the
combined voting power of the Company's then outstanding securities and there are
at least a majority of directors  serving on the Board of Directors who were not
serving in such  capacity as of the date hereof or who were not elected with the
consent of the  Executive;  or (C) the  shareholders  of the  Company  approve a
merger or consolidation of the Company with any other corporation,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  at least  70% of the  combined  voting  power of the  voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation,  or the shareholders of the Company approve a plan
of  complete  liquidation  of the  Company  or an  agreement  for  the  sale  or
disposition  by the Company of all or  substantially  all the Company's  assets;
provided, however, the change in ownership of the Company's securities resulting
from the  initial  public  offering  thereof  shall not be  deemed a "change  in
control" for purposes of this Agreement.

     5.4 Disability.  During the Employment  Period, if, as a result of physical
or mental  incapacity or infirmity  (excluding  alcoholism  or drug  addiction),
Executive  shall be unable to perform his material  duties under this  Agreement
for (i) a continuous period of at least 180 days, or (ii) periods aggregating at
least 270 days during any period of 12  consecutive  months (each a  "Disability
Period"),  and  at the  end of the  Disability  Period  there  is no  reasonable
probability  that Executive can promptly  resume his material  duties  hereunder
pursuant  hereto,  Executive  shall be deemed  disabled ("the  Disability")  and
Employer,  by  notice  to  Executive,  shall  have the  right to  terminate  the
Employment  Period for  Disability  at, as of or after the end of the Disability
Period.  The  existence of the  Disability  shall be  determined by a reputable,
licensed   physician   mutually  selected  by  Employer  and  Executive,   whose
determination  shall be final and  binding  on the  parties,  provided,  that if
Employer and Executive cannot agree upon such physician, such physician shall be
designated by the then acting  President of the Baltimore City Medical  Society,
and if for any reason  such  President  shall fail or refuse to  designate  such
physician,  such physician  shall, at the request of either party, be designated
by the  American  Arbitration  Association.  Executive  shall  cooperate  in all
reasonable respects to enable an examination to be made by such physician.

     5.5  Death.  The  Employment  Period  shall end on the date of  Executive's
death.

6.   Termination Compensation; Non-Compete

     6.1 Termination  Without Cause by Employer or for Good Reason by Executive.
If the Employment Period is terminated by Employer pursuant to the provisions of
Section 5.1 hereof or by  Executive  pursuant to the  provisions  of Section 5.3
hereof,  Employer  will pay to Executive  (i) the greater of (a) the Base Salary
for the balance of the Employment  Period,  or (b) Base Salary for one (1) year,
calculated  in each case,  at the  applicable  Base Salary rate which would have
been in effect for each year during the balance of Employment  Period,  assuming
no  termination,  payable in equal  installments  at the times Base Salary would
have been paid had the Employment  Period not been  terminated;  and (ii) on the
date due  pursuant to the  provisions  of Section 4.2 hereof,  the Bonus for the
then current Bonus Year prorated as provided in Section 4.2; provided,  however,
in the event the  Employment  Period is  terminated  by  Executive  because of a
"change in  control"  pursuant  to  Section  5.3 (ii),  then  clause (i) of this
sentence shall be modified to read: "the Base Salary for the period which is the
greater of (a) eighteen (18) months or (b) the balance of the Employment  Period
not to  exceed  twenty-four  (24)  months  (calculated,  in  each  case,  at the
applicable Base Salary rate which would have been in effect for each year during
the balance of the Employment Period,  assuming no termination) payable in equal
installments  at the times Base Salary  would have been paid had the  Employment
Period not been  terminated."  All other benefits  provided for in Sections 4.5,
4.6,  4.7,  4.8,  4.9 and 4.11 shall be continued at the expense of Employer for
the period  that  payments  are  required to be made  pursuant to the  preceding
provisions of this Section 6.1.

     6.2 Certain Other  Terminations.  If the Employment Period is terminated by
Employer  pursuant to the  provisions  of Section 5.2, by Executive  pursuant to
Section 5.1 or by death  pursuant to the  provisions  of Section  5.5,  Employer
shall pay to Executive (i) Base Salary  (calculated at its then current rate per
year) through the date of  termination  and (ii) in the case of  termination  by
death pursuant to the provisions of Section 5.5, when due pursuant to provisions
of  Section  4.2 the Bonus for the Bonus  Year in which the date of  termination
occurred  prorated as  provided  in said  Section  4.2.  Employer  shall have no
obligation  to continue  any other  benefits  provided for in Section 4 past the
date of termination.

     6.3 Termination for Disability.  If the Employment  Period is terminated by
Employer  pursuant to the  provisions  of Section 5.4,  Employer  shall make all
payments and  continue all benefits  provided for in Section 6.1 for the balance
of the Employment Period (assuming no termination), provided, however, that such
payments shall be reduced by any amounts actually paid to Executive  pursuant to
any disability insurance or other such similar program maintained by Employer.

     6.4 Termination by Non-Renewal.  In the event the Employment Period expires
because of an election by Employer to allow the  Employment  Period to expire at
the end of its then stated term as provided in Section 2 hereof,  Employer shall
pay to Executive  (i) Base Salary for the one year period  following the date of
termination  (calculated  at its then current  rate per year),  payable in equal
installments  at the times Base Salary  would have been paid had the  Employment
Period not been  terminated  and (ii) when due  pursuant  to the  provisions  of
Section 4.2 the Bonus for the Bonus Year in which the Employment  Period expired
prorated as provided in said Section 4.2.  Employer  shall have no obligation to
continue  any  other  benefits  provided  for in  Section  4 past  the  date  of
termination.

     6.5      Tax Grossup.  [INTENTIONALLY DELETED.]

     6.6 No Other Termination  Compensation.  Executive shall not, except as set
forth in this  Section 6 and in Section  4.7, be  entitled  to any  compensation
following  termination of the Employment Period, except as otherwise provided in
any stock options granted by Employer to Executive.

     6.7  Mitigation.  Executive shall not be required to mitigate the amount of
any  payments  or  benefits  provided  for  hereunder  upon  termination  of the
Employment  Period by seeking employment with  any  other  person, or otherwise,
nor shall the amount  of  any  such  payments   or  benefits  be  reduced by any
compensation,  benefit   or  other  amount  earned  by,  accrued  for or paid to
Executive  as the  result  of  Executive's employment by or consultancy or other
association  with  any  other  person,  provided,  that  any  medical, dental or
hospitalization  insurance or benefits provided to Executive with his employment
by or consultancy with an  unaffiliated  person  during  such  period  shall  be
primary to the benefits to be provided to Executive  pursuant  to this Agreement
for the  purposes  of  coordination  of benefits.

     6.8  Non-Compete.  For the 6 month period  following the termination of the
Employment  Period  for  any  reason   whatsoever,   including   termination  by
non-renewal  as  described  in to  Section  6.4  (other  than a  termination  by
Executive  pursuant to Section 5.1, in which case the applicable period shall be
one year) and for so long as Employer is making and the  Executive  is accepting
the payments required to be made to Executive  pursuant to either Section 6.1 or
6.4  hereof,  Executive  shall not,  directly or  indirectly,  (i) engage in any
activities that are in competition with the Company in any geographic area where
the Company is engaged in business,  (ii) solicit any customer of the Company or
(iii)  solicit any person who is then employed by the Company or was employed by
the Company  within one year of such  solicitation  to (a)  terminate his or her
employment  with the Company,  (b) accept  employment with anyone other than the
Company,  or (c) in any  manner  interfere  with the  business  of the  Company;
provided,  however, in the event Executive violates any of the provisions of the
foregoing at any time after the expiration of 6 months (one year, in the case of
a termination by Executive pursuant to Section 5.1) following the termination of
the Employment Period,  Employer's sole remedy under this Agreement shall be the
right to terminate any and all severance payments required under Sections 6.1 or
6.4 hereof. Executive acknowledges and agrees that in the event of any violation
or  threatened  violation by Executive of his  obligations  under the  preceding
sentence  during the six month (or,  in the case of a  termination  pursuant  to
Section 5.1, the one year) period  following the  termination  of the Employment
Period, Employer shall be entitled to injunctive relief without any necessity to
post bond.

7.   Indemnification

     The Company shall  indemnify and hold  Executive  harmless from and against
any expenses  (including  attorneys' fees of the attorneys selected by Executive
to represent  him, which shall be advanced as incurred),  judgements,  fines and
amounts paid in  settlement  incurred by him by reason of his being made a party
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of any act or omission to act by Executive  during the Employment  Period
or  otherwise  by reason of the fact that he is or was a director  or officer of
Employer or any  subsidiary or affiliate  included as a part of the Company,  to
the  fullest  extent and in the manner set forth and  permitted  by the  General
Corporation  Law of the State of Delaware and any other  applicable  law as from
time to time in effect.  The  provisions  of this  Section 7 shall  survive  any
termination  of  the  Employment  Period  or  any  deemed  termination  of  this
Agreement.

8.   Miscellaneous

     8.1 Notices. Any notice,  consent or authorization required or permitted to
be given  pursuant to this  Agreement  shall be in writing and sent to the party
for or to whom  intended,  at the  address  of such  party set forth  below,  be
registered or certified mail, postage paid (deemed given five days after deposit
in the U.S. mails) or personally or by facsimile transmission (deemed given upon
receipt),  or at such other  address as either  party shall  designate by notice
given to the other in the manner provided herein.

If to Employer:       Jos. A. Bank Clothiers, Inc.
                      500 Hanover Pike
                      Hampstead, Maryland  21074-2095
                      Attn:  Secretary

If to Executive:      Mr. Frank Tworecke
                      Jos. A. Bank Clothiers, Inc.
                      500 Hanover Pike
                      Hampstead, Maryland  21074-2095

     8.2      Legal Fees.  [INTENTIONALLY DELETED.]

     8.3 Taxes.  Employer is authorized to withhold  (from any  compensation  or
benefits  payable  hereunder to Executive)  such amounts for income tax,  social
security,  unemployment  compensation  and other taxes as shall be  necessary or
appropriate  in the reasonable  judgement of Employer to comply with  applicable
laws and regulations.

     8.4 Governing  Law. This  Agreement  shall be governed by and construed and
enforced  in  accordance  with the laws of the State of Maryland  applicable  to
agreements made and to be performed therein.

     8.5 Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement  shall be settled  exclusively by arbitration in Baltimore,
Maryland in accordance  with the rules of the American  Arbitration  Association
then in effect.  Judgement may be entered on the arbitration  award in any court
having jurisdiction; provided, however, that Executive shall be entitled to seek
specific  performance of his right to be paid until expiration of the Employment
Period during the pendency of any arbitration.

     8.6 Headings.  All descriptive  headings in this Agreement are inserted for
convenience  only  and  shall be  disregarded  in  construing  or  applying  any
provision of this Agreement.

     8.7 Counterparts.  This Agreement may be executed in counterparts,  each of
which  shall  be  deemed  to be an  original,  but all of which  together  shall
constitute one and the same instrument.

     8.8 Severability.  If any provision of this Agreement, or any part thereof,
is held to be unenforceable, the remainder of such provision and this Agreement,
as the case may be, shall nevertheless remain in full force and effect.

     8.9 Entire Agreement and Representation. This Agreement contains the entire
agreement and  understanding  between Employer and Executive with respect to the
subject matter hereof.  No  representations  or warranties of any kind or nature
relating to the Company or its several businesses,  or relating to the Company's
assets, liabilities,  operations, future plans or prospects have been made by or
on  behalf  of  Employer  to  Executive.  This  Agreement  supersedes  any prior
agreement between the parties relating to the subject matter hereof.

     8.10 Successor and Assigns.  This Agreement shall be binding upon and inure
to the benefit of each of the parties  hereto and their  respective  successors,
heirs (in the case of Executive) and assigns.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                       JOS. A. BANK CLOTHIERS, INC.

                                       By: ____________________________________
                                             Timothy F. Finley, Chairman, Chief
                                                Executive Officer and President


                                       ________________________________________
                                       FRANK TWORECKE