COLLECTIVE BARGAINING AGREEMENT


                                     BETWEEN


                             RETAIL EMPLOYEES UNION
                         LOCAL 340, AMALGAMATED CLOTHING
                       AND TEXTILE WORKERS UNION, AFL-CIO

                                       and

                          JOS. A. BANK CLOTHIERS, INC.




                                February 1, 1995

                                       to

                                 April 30, 1997



THIS  AGREEMENT  made as of the 1st day of  February  by and  between the Retail
Employees Union,  Local 340,  Amalgamated  Clothing and Textile Workers Union of
America,  AFL-CIO,  hereinafter  referred to as the "UNION" for and in behalf of
the  employees  covered by this  Agreement  and Jos.  A. Bank  Clothiers,  Inc.,
hereinafter referred to as the "EMPLOYER".

                             ARTICLE I: RECOGNITION

(A) The Employer recognizes the Union as the sole and exclusive bargaining agent
for all of its employees in the following appropriate unit:

Included: All salespeople,  non-selling employees, tailors, fitter-tailors,  and
pressers  employed by the  Employer at its store  located at Madison  Avenue and
46th Street in New York City, and any and all other heretofore  included selling
and non-selling  employees  employed by the Employer in any store which shall be
hereafter  operated or  controlled  by the  Employer  in New York City,  Nassau,
Suffolk, Rockland and Westchester Counties,  excluding any factory outlet stores
operated or controlled by the Employer.

Excluded:  Office  clerical  employees,   professional  employees,   guards  and
supervisors  as  defined in the Act,  including  Store Manager,  Assistant Store
Manager,  Department  Managers,  Operations  Managers, Tailor Shop Manager.

(B) The Union agrees that its members who are  employees  of the  Employer  will
work upon the terms and conditions set forth in this Agreement.

(C) The  Employer  shall  recognize  and deal with such  representatives  of the
employees   as  the  Union  may  elect  or  appoint   and  shall   permit   such
representatives  elected or  appointed by the Union to visit the premises of the
Employer at reasonable  times during working hours.  Such Union  representatives
shall, where practicable, notify the Employer in advance of their arrival at the
Employer's  premises  and  such  visits  shall  not  unduly  interfere  with the
Employer's operations.

(D) In the event of a  dispute  over the  compensation  of any  bargaining  unit
member,  the Employer will make available such  bargaining  unit payroll data as
the Union may  reasonably  require as the collective  bargaining  agent for such
unit employees.

(E) The Union  shall  have the right to post  notices  concerning  the  internal
administration  of the Union on a bulletin  board or  boards to  be  located  on
the  premises  of the  Employer  at mutually agreeable places.

                           ARTICLE II: UNION SECURITY

(A) In the manner and to the extent permitted by law, membership in the Union on
or after the 30th day following the date this contract is executed,  or the 30th
day following the date of employment of each employee, whichever is later, shall
be required as a condition of  employment;  all employees who are now members or
thereafter  become  members  of the Union,  shall as a  condition  of  continued
employment, remain members in good standing during the term of this contract.

For the purposes of this Article,  employees shall be considered members in good
standing  if they  tender  to the Union  uniformly  required  periodic  dues and
assessments.

                             ARTICLE III - CHECK-OFF

The Employer shall deduct from the wages of members of the bargaining  unit upon
voluntary written authorization of said members, union dues, initiation fees and
assessments.  The  amounts  deducted  pursuant  to such  authorization  shall be
transmitted  promptly  each  month to the  properly-designated  official  of the
Union,  together with a list of names of the employees  from whom the deductions
were made. The Union agrees to indemnify and hold the Employer  harmless for any
and  all  liabilities  that  may  be  incurred by the  Employer by reason of any
deduction  provided  for herein.  The voluntary  written  authorization  of  any
member of the bargaining unit shall be provided on the standard  Union  checkoff
authorization  form attached hereto and made a part hereof as Appendix A.

                          ARTICLE IV: MANAGEMENT RIGHTS

The  Employer  retains  and shall  continue  to retain the right to operate  and
manage its business and to exercise  all of the  customary  rights and powers of
management,  except as such rights and powers are expressly limited by the terms
of this  Agreement.  Without  limitation of the foregoing this shall include the
Employer's  right to  establish  or  modify  job  requirements,  work  rules and
procedures, and performance standards,  provided that the exercise of this right
shall not be unreasonable.

                              ARTICLE V: SENIORITY

(A) For benefit accrual, vacation and personal day selection purposes, seniority
shall be  defined  as the  length  of time an  employee  has been in  continuous
employment in a bargaining  unit position with the Employer since the employee's
most recent date of hire.  Seniority  shall be  applicable  or relevant only  in
those provisions' which expressly so state.

(B) All newly hired  non-selling  employees  will be  regarded  as  probationary
employees  for the first ninety (90)  calendar days from the date of their hire.
Newly hired  salespersons  shall be regarded as  probationary  employees for the
first 120 calendar days from the date of their hire.

The aforesaid  probationary  periods may be extended by the Employer upon notice
to the Union for an additional  sixty (60) calendar days. The Employer must give
counseling  concerning any performance issue to any employee whose  probationary
period has been extended at the end of 90 and 120 days of employment in the case
of non-selling employees and at the end of 120 and 150 days in the case of sales
employees.

During the probationary period, employees will not have seniority status and may
be laid off,  terminated,  transferred or demoted  entirely at the discretion of
the Employer.  The grievance and  arbitration  procedures of this contract shall
not be  applicable  to these  actions.  At the  completion  of the  probationary
period, employees shall have seniority from the most recent date of hire.

(C) The Employer  shall  furnish the Union with a current  seniority  list on or
about January 30th of each year.

(D)  Seniority  rights  shall be lost for all  purposes,  including  layoff  and
recall, in the event of termination of employment.

(E) The  Employer  shall  have the  right to  transfer  selling  personnel  on a
temporary  basis from one floor to another and  non-selling  personnel  from one
department to any other  department in the store at any time,  provided that the
Employer shall not transfer an employee for disciplinary reasons (other than job
performance-related  reasons),  and  further  provided  that  there  shall be no
involuntary  transfers of selling employees to non-selling  positions.  However,
selling  personnel  may be  temporarily  assigned for purposes of coverage on an
equitable   rotating  basis  among  all  store  selling   personnel.   Temporary
assignments shall not exceed seven (7) consecutive working days.

                               ARTICLE V: LAYOFFS

(A) For  purposes  of this  Article  there  shall be such  department  groups as
specified  in Appendix B attached  hereto and made a part  hereof.  A department
group  shall  be  defined  as that department or grouping of departments  within
which seniority rights may be exercised in the event of layoff or recall.

(B) Seniority  shall be defined for purposes of this Article as the total length
of bargaining  unit seniority with the Employer,  whether or not  interrupted by
employment with the Employer in a non-bargaining  unit position,  since the last
date of hire.

(C) All layoffs  shall be in reverse  order of  seniority  from the  appropriate
seniority list, i.e., the last person hired shall be the first person laid off.

(D) Within each department group,  seasonal and probationary  employees shall be
laid off before regular  employees,  but without  regard to seniority  among and
between such  seasonal and  probationary  employees.  The Shop Steward  shall be
accorded the most senior position of the appropriate  seniority list, for layoff
and recall only.

(E) A laid off employee with one (1) or more years  continuous  service with the
Employer  shall  retain  recall  rights for twelve  (12) months from the date of
layoff.  Laid off employees with less than one years continuous service with the
Employer shall retain recall rights for six (6) months from the date of lay off.
Recalls shall be in reverse order of layoff.

                               ARTICLE VII: WAGES
(A)  Non-Selling Employees
The minimum hourly wage rates for non-selling employees shall be as follows:


       Job Classification            February 1, 1995          4/1/96
       ------------------            ----------------          ------
       Cashier ................           $ 7.50               $ 8.00
       Shipping/Receiving Clerk           $ 7.50               $ 8.00
       Porter .................           $ 7.00               $ 7.50
       Tailor .................           $11.00               $11.50
       Fitter/Tailor ..........           $14.43               $14.93
       Presser ................           $11.00               $11.50

(B)  Selling Employees
The base hourly wage rates for selling employees shall be as follows:

       Regular Assignment            February 1, 1995          4/1/96
       ------------------            ----------------          ------
       First Floor                        $ 7.70               $ 8.20
       Second Floor                       $ 9.62               $ 9.62

(C) Commission on net personal sales shall be calculated on a fiscal month basis
using a  graduated  commission  percentage.  Net sales is defined as  individual
merchandise  sales reduced by  identified  returns and the  employee's  share of
unidentified returns plus the employee's share of any unidentified or management
sales.

(D) Base commission  percentage for selling employees is 4% of net sales. If net
sales  during a fiscal  month  exceed the  predetermined  sales levels set forth
below, additional commission is paid, as shown.

                       Monthly Pre-determined Sales Levels

--------------------------------------------------------------------------------
MEN'S
CLOTHING                Commission %   February     March     April       May
--------------------------------------------------------------------------------
(2ND FLOOR)                  %
--------------------------------------------------------------------------------
ALL SALES BELOW 1ST
LEVEL                       4.0
--------------------------------------------------------------------------------
ALL SALES IN FIRST
LEVEL                       5.0        $15,000     $30,000   $28,000    $26,000
--------------------------------------------------------------------------------
ALL SALES IN SECOND
LEVEL                       6.0        $21,000     $41,000   $38,000    $36,000
--------------------------------------------------------------------------------
ALL SALES IN THIRD
LEVEL                       7.0        $27,000     $53,000   $50,000    $47,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
MEN'S CLOTHING (2ND
FLOOR)                  Commission %     JUNE       JULY      AUGUST   SEPTEMBER
--------------------------------------------------------------------------------
ALL SALES BELOW 1ST
LEVEL                       4.0
--------------------------------------------------------------------------------
ALL SALES IN FIRST
LEVEL                       5.0        $28,000     $16,000   $16,000    $31,000
--------------------------------------------------------------------------------
ALL SALES IN SECOND
LEVEL                       6.0        $39,000     $23,000   $23,000    $43,000
--------------------------------------------------------------------------------
ALL SALES IN THIRD
LEVEL                       7.0        $51,000     $30,000   $30,000    $56,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
MEN'S CLOTHING (2ND
FLOOR)                  Commission %  OCTOBER     NOVEMBER    DECEMBER   JANUARY
--------------------------------------------------------------------------------
ALL SALES BELOW 1ST
LEVEL                       4.0
--------------------------------------------------------------------------------
ALL SALES IN FIRST
LEVEL                       5.0       $30,000     $28,000      $40,000   $17,000
--------------------------------------------------------------------------------
ALL SALES IN SECOND
LEVEL                       6.0       $41,000     $38,000      $55,000   $24,000
--------------------------------------------------------------------------------
ALL SALES IN THIRD
LEVEL                       7.0       $53,000     $50,000      $72,000   $31,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
MEN'S
FURNISHINGS/SPORTSWEAR  Commission %   February     March     April       May
(1ST FLOOR)
--------------------------------------------------------------------------------
ALL SALES BELOW 1ST
LEVEL                       4.0
--------------------------------------------------------------------------------
ALL SALES IN FIRST
LEVEL                       5.0        $10,000     $22,000   $20,000    $19,000
--------------------------------------------------------------------------------
ALL SALES IN SECOND
LEVEL                       6.0        $14,000     $29,000   $27,000    $25,000
--------------------------------------------------------------------------------
ALL SALES IN THIRD
LEVEL                       7.0        $19,000     $37,000   $36,000    $33,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
MEN'S
FURNISHINGS/SPORTSWEAR  Commission %     JUNE       JULY      AUGUST   SEPTEMBER
(1ST FLOOR)
--------------------------------------------------------------------------------
ALL SALES BELOW 1ST
LEVEL                       4.0
--------------------------------------------------------------------------------
ALL SALES IN FIRST
LEVEL                       5.0        $20,000     $11,000   $11,000    $22,000
--------------------------------------------------------------------------------
ALL SALES IN SECOND
LEVEL                       6.0        $27,000     $15,000   $15,000    $29,000
--------------------------------------------------------------------------------
ALL SALES IN THIRD
LEVEL                       7.0        $36,000     $21,000   $21,000    $37,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
MEN'S
FURNISHINGS/SPORTSWEAR  Commission %  OCTOBER     NOVEMBER    DECEMBER   JANUARY
(1ST FLOOR)
--------------------------------------------------------------------------------
ALL SALES BELOW 1ST
LEVEL                       4.0
--------------------------------------------------------------------------------
ALL SALES IN FIRST
LEVEL                       5.0       $22,000     $20,000      $29,000   $12,000
--------------------------------------------------------------------------------
ALL SALES IN SECOND
LEVEL                       6.0       $29,000     $27,000      $38,000   $16,000
--------------------------------------------------------------------------------
ALL SALES IN THIRD
LEVEL                       7.0       $37,000     $36,000      $50,000   $22,000
--------------------------------------------------------------------------------

Example:  During the month of  February,  a sales  associate on the second floor
would be paid 4% commission on net sales up to $15,000  during the month.  He or
she would receive 5% commission on net sales between $15,000 and $21,000,  6% on
net sales  between  $21,000  and  $27,000 and 7% on those net sales in excess of
$27,000.
Net sales of $32,000 would reflect the following:

 Sales                     % Paid                             Commission
 -----                     ------                             ----------
$15,000                      4%                               $  600.00
 $6,000                      5%                               $  300.00
 $6,000                      6%                               $  360.00
 $5,000                      7%                               $  350.00
-------                                                       ---------
$32,000                                                       $1,610.00


(E) Holiday, vacation and bereavement pay for selling employees will be based on
the employee's average earnings, determined semi-annually.  However, new selling
employees are paid for holiday,  vacations and bereavement leave at their hourly
base rate until they have worked a  sufficient  amount of time (at least six (6)
months) to determine  their  average  earnings.  Sick pay is paid at the selling
employee's hourly base rate.


                           ARTICLE VIII: HOURS OF WORK

(A) The normal  hours of work for all  full-time  employees  shall be forty (40)
hours,  five (5) days per week, with one (1) meal period.  The regular work week
shall be from Sunday through Saturday.

(B) All bargaining  unit members shall receive  overtime pay at the rate of time
and one half for hours  worked in  excess  of forty  (40)  hours in any one work
week.

(C) Selection for overtime shall be on an equitable rotating basis.

(D) Each selling  employee  shall be required to devote a  reasonable  amount of
time to complete a sale or other duties if such employee is working on a sale or
project at the close of the day.

No employee shall receive overtime pay unless such overtime work shall have been
previously  authorized  by the  employee's  manager  or  such  overtime  work is
reasonably necessary to complete a sale or project.

All regular  full time  employees  scheduled  to work on Sunday shall be paid no
less than 8 times their straight  time hourly rate of pay if hourly  paid and no
less than 8 times their base hourly rate of pay if  commissioned  sales persons,
provided  they  work  all  of the Sunday hours for which they are scheduled, and
when they are paid for 8 hours on  Sunday  those hours  shall also be counted as
time  worked for  purposes  of  computing  their weekly overtime during the work
week in which  that  Sunday  fell.  Part-time employees shall be paid for Sunday
work on the basis of their hourly rate of pay times hours actually worked.

                              ARTICLE IX: VACATION

The Employer's  vacation policies applicable to the bargaining unit shall remain
unchanged during the term of this collective bargaining agreement.

                      ARTICLE X: HOLIDAYS AND PERSONAL DAYS

(A) All  full  time  employees  covered  by  this  Agreement  who are  otherwise
eligible,  shall receive a day's pay for the  following  regular  holidays:  New
Year's Day, Easter,  Memorial Day, July Fourth, Labor Day,  Thanksgiving Day and
Christmas  Day,  plus four (4) personal  days making a total of eleven (11) paid
holidays per calendar year.

(B) To be eligible for holiday pay full time  employees (1) must be employed for
thirty (30)  days  or more prior to each of the seven (7) holidays  specified in
paragraph (A) of this  Article  and  ninety (90)  days  or  more  prior  to each
personal  holiday;  and (2) must  work  their scheduled  day  before  and  their
scheduled day after the holiday,  unless  excused for bona fide illness attested
by a physician's  certificate,  or  for  other  good  cause  acceptable  to  the
Employer.

(C) In the event a paid holiday falls during an employee's  vacation period, the
employee shall receive an extra day's pay.

(D) If it is necessary  for a  department  or the store to remain open on one of
the  listed  holidays,  employees  who work on that  holiday  shall be granted a
"floating"  holiday to be taken at a time mutually  convenient to the employee's
Department Manager or the Store Manager.

(E) If a paid holiday falls on an employee's  regularly scheduled day off during
the work week,  the  employee  shall be  entitled to receive a paid day off at a
time  mutually  convenient  to the  employee's  Department  Manager or the Store
Manager.

(F) All  "floating"  holidays must be taken within one (1) year from the date on
which the holiday for which they are substituting occurs.

(G)  Vacation or holiday  time will not be accrued  during any leave of absence,
including sick leave, disability or workers compensation leave.

                          ARTICLE XI: BEREAVEMENT LEAVE

(A) Each employee shall have three (3) working days off with pay in the event of
the death of a parent,  child,  brother,  sister,  spouse or registered domestic
partner, grandparent or grandchild. One (1) day off with pay shall be granted in
the event of the death of a parent-in-law or brother or sister-in-law.

                      ARTICLE XII: JOB BIDDING AND POSTING

(A) The Employer shall post permanent  vacancies in bargaining  unit jobs on the
bulletin  board for three (3) working days  together  with location and title of
vacancy.  Employees  who bid for such jobs shall do so in writing.  The Employer
shall give fair and reasonable consideration to all such applications.  However,
the Employer's  determination as to the filling of such vacancies shall be final
and not subject to the  arbitration  provisions  hereof.  Vacancies shall not be
filled during the posting period.

(B) If a bargaining unit employee shall  successfully bid on, or transfer into a
new bargaining unit position or from a non-selling to a selling  position,  such
employee  may be  required  to serve a trial  period  not to exceed  the  normal
probationary period for his or her new position. During the aforementioned trial
period  such  employee  may  be  returned  to his or  her  old  position  at the
discretion of the Employer  with no loss of seniority  and without  reference to
the grievance and arbitration provisions of this contract.

                         ARTICLE XIII: LEAVES OF ABSENCE

(A) The Employer shall give good faith  consideration  to requests for leaves of
absence for good cause.  Such leaves  shall not exceed  thirty (30) days and the
Employer shall not unreasonably  withhold its consent. The Employer may consider
seasonal staffing requirements when evaluating leave requests. An employee shall
not lose seniority  rights during such a leave.  Extensions to an approved leave
shall  require the mutual  agreement of the Employer and the  employee.  Written
confirmation  of approval of any leave request or extension shall be provided to
the employee,  stating the reason  for the leave and its  duration.  A  copy  of
said  confirmation  shall be provided to the Union.

(B) To be eligible  for a leave of absence an employee  must have six (6) months
continuous service.

(C) Family & Medical Leaves of Absence Under the Family and Medical Leave Act.
         1. An  employee  who has been  employed  by the  Employer  for at least
twelve (12)  months  (and who has worked at least 1,250 hours  during the twelve
(12) months  immediately  preceding the employee's  request for leave under this
paragraph)  shall be  entitled to at least  twelve  (12) weeks of unpaid  Family
Leave,  within any twelve (12) month period,  without loss of seniority  rights,
for the following reasons:

                  a. for the  birth or  placement  of a child  for  adoption  or
foster care; or

                  b. to care for a spouse, child or parent with a serious health
condition as such terms are defined by the Family and Medical  Leave Act of 1993
("FMLA"); or

                  c. to take  medical  leave when the employee is unable to work
because of the employee's own serious health condition as defined in the FMLA.

         2. An employee requesting Family Leave shall present satisfactory proof
of the reason for such leave.

         3. Family Leave may be taken on an intermittent  basis under 1b) and c)
above when there is a medical necessity for such intermittent  leave as provided
in the FMLA.

         4. The Amalgamated Retain Insurance Fund currently provides health care
coverage for an employee on Family Leave to the extent required by the FMLA.

(D) Leaves of absence  shall not be granted  for the  purpose of taking  outside
employment  without  permission  from the  Employer.  Any  employee  on leave of
absence who accepts outside employment  without the Employer's  permission shall
have his or her services with the Company terminated for cause.

(E) Failure to report for work upon  expiration of the leave of absence shall be
considered a voluntary  resignation of the employee's  position with loss of all
seniority rights.

(F) Union shop stewards will be granted up to two (2) days off annually, without
pay, to attend Union training  sessions relating to grievance  processing.  Such
days off  shall be  scheduled  at least two (2) weeks in  advance,  taking  into
account the seasonal staffing needs of the Employer.


                             ARTICLE XIV: SICK LEAVE

All regular  full-time  employees  are  eligible for sick leave.  New  employees
become  eligible on the first day of the month  following 60 days of  continuous
employment.

(A)  Eligible  employees  can use sick leave to  continue  income  when they are
absent from work due to illness or injury, or when they have an appointment with
a doctor and have made prior arrangements with their Manager.

(B) All eligible  employees  will be credited with six (6) days of sick leave on
January  1st of each year  (pro-rated  for new  employees  who start  during the
year).

(C) There is no carryover of sick leave from one year to the next. Commencing in
January 1996 all full-time  employees  will be paid 50% of the value of any sick
days not used as of the immediately preceding December 31st.

                            ARTICLE XV: JURY SERVICE

(A) Employees shall be paid the difference  between their regular  straight time
pay for days spent on jury  service  and the per diem amount  received  for such
service. Such jury duty pay shall be paid for no more than two (2) weeks or such
lesser period as may be served.

(B)  Employees  called to jury duty who are released  from such duty before 2:00
p.m.  on any day served  shall  call their  manager at the store to see if their
services are desired for the remainder of that work day,  and, if so,  employees
shall report to work promptly.

                         ARTICLE XVI: SAFETY AND HEALTH

(A) The Employer agrees to provide a safe and healthful working  environment for
all employees, in keeping with the nature of the work.

(B) The Employer agrees to maintain adequate first aid equipment and supplies to
meet the needs of employees in case of minor accidents.

(C) All  accidents or illnesses  arising at the worksite or in  connection  with
work processes or procedures shall be reported immediately to the supervisor.

(D) Store  management  and the Union Shop  Steward  shall work  together  in the
interests of maintaining a safe and healthy work place.


                        ARTICLE XVII: NON-DISCRIMINATION

(A) There shall be no  discrimination  for Union  activities  or  discrimination
based  upon  race,  creed,  national  origin,  age,  disability,  sex or  sexual
preference in accordance with applicable law.

                          ARTICLE XVIII: SEVERANCE PAY

(A)  Severance  pay shall be provided in the event of the store or a  department
thereof  closing  permanently  and the employee not having been  afforded  other
bargaining unit employment by the Employer. The amount of severance pay shall be
one week's pay for each two full years of  service,  to a maximum of eight weeks
pay.

                     ARTICLE XIX: GRIEVANCE AND ARBITRATION

(A) All complaints,  disputes or grievances  arising between the parties hereto,
involving  questions of  interpretation  or application of any provision of this
Agreement (including whether discipline or discharge is for just cause) shall be
subject to the grievance procedure as provided hereafter.

(B) All cases of discharge  shall  immediately be taken up at the second step of
the grievance procedure as outlined below.

(C) The first step shall be between the Department Manager and the employee, who
may be accompanied by the shop steward. The second step meeting,  which shall be
preceded by the  grievance  having been  reduced to writing and  provided to the
other party,  shall be between the Union Business Agent,  who may be accompanied
by the  Chief  Steward,  and a Company  designee.  Within a  reasonable  period,
ordinarily  not to exceed two weeks,  after the second  step is  completed,  the
grieving party may refer the matter to arbitration.

(D)  The following shall be the Arbitrators under this Agreement:

         Roger Maher
         Barbara Deinhardt
         Elliot Shriftman
         Richard Adelman
         Milton Rubin

The parties shall  communicate with the first Arbitrator on the list and request
the case be scheduled for hearing. If the first arbitrator does not offer a date
within 30 days, the parties shall communicate with the second  arbitrator,  etc.
In subsequent  cases,  the parties shall first  communicate  with the Arbitrator
named immediately following the arbitrator who heard the last prior case. In the
event of the  unavailability  within a reasonable time of all of the above-named
Arbitrators,  the dispute shall be submitted to arbitration under the  voluntary
Labor  Rules  of  the  American  Arbitration Association.

(E) The authority of any arbitrator shall be limited to the  interpretation  and
application  of the terms and conditions of this  Agreement.  The arbitrator may
not modify,  amend or add to the terms of this  Agreement.  The  decision of the
Arbitrator shall be final and binding upon the Union, the aggrieved  employee(s)
and the Employer. The oath required by law of the arbitrator is expressly waived
by the parties.  Costs of  arbitration  shall be shared equally by the Union and
the Employer.

                        ARTICLE XX: STRIKES AND LOCKOUTS

(A) Under no circumstances shall strikes,  sympathy strikes,  stoppages of work,
or other  concerted  activity  against the  Employer be ordered,  sanctioned  or
engaged  in by  the  Union,  its  officials,  or  agents  or  engaged  in by the
employees;  nor shall lockouts be engaged in by the Employer, its officials,  or
agents during the term of this Agreement.

(B) In the event of any concerted activity against the Employer proscribed under
(A) above, the Union,  acting through its officers,  shall promptly and publicly
state that such activity is not authorized by the Union.

(C) Any  employee  who  engages  in  such  activity  shall  be  subject  to such
discipline  as the  Employer  may see fit to impose,  including  termination  of
employment.   Any  such  action  by  the  Employer  shall  be  subject,   on  an
individual-by-individual  basis,  to the  grievance  and  arbitration  provision
herein.


                           ARTICLE XXI: INSURANCE FUND

The Employer  agrees to pay 11 percent of gross earnings of all of its employees
who come under the scope of this Agreement to the Amalgamated  Retail  Insurance
Fund to provide certain health and welfare benefits to its employees.

The  Union  and the  Employer  further  agree  to sign  any and all  instruments
necessary to effectuate the provisions of this Article.

                          ARTICLE XXII: 401(K) PROGRAM

All regular  employees  will become  eligible to participate in the Jos. A. Bank
Clothiers, Inc., Retirement and Savings Plan on July 1, October 1, January 1, or
April 1,  whichever is  appropriate  following  one year of service  (i.e.,  the
12-month  period after date of hire in which the employee  worked at least 1,000
hours).  For every dollar  contribution the employee makes (up to 3% of  salary)
the Employer contributes an additional fifty cents.

             ARTICLE XXIII: DURATION OF AGREEMENT AND MISCELLANEOUS

(A) This collective  bargaining agreement between the parties shall be effective
as of the date hereof and shall  remain in full force and effect until April 30,
1997 (with no  reopenings or  adjustments  of any kind or nature during the term
hereof  except  as  provided  herein)  and  shall  continue  from  year  to year
thereafter unless written  notification to the contrary is given by either party
to the other by certified or  registered  mail at least sixty (60) days prior to
the expiration date.

(B) All of the  terms  and  conditions  of this  Agreement  shall  apply  to all
employees of the Employer who are in the bargaining  unit  regardless of whether
such employees are members of the Union.

(C) If any clause of this  contract is ruled  invalid by operation of law, or by
any constituted  legal authority,  the remainder of the contract shall remain in
full force and effect.

(D) Sales made by  non-bargaining  unit  personnel  shall be turned  over to the
bargaining unit personnel on an equitable basis.

(E) All  employees  in the  bargaining  unit shall be  entitled  to two (2) paid
fifteen (15) minute  breaks per shift,  one to be taken in the first half of the
shift and one in the second half of the shift.

On pay day,  employees shall be entitled to use one of their fifteen (15) minute
breaks to extend their lunch period by that amount.

         In  witnesses  whereof,  we set our hands  and  seals  this ____ day of
________________, 1995.

FOR THE UNION                          FOR THE COMPANY

_____________________(SEAL)            ______________________(SEAL)

_____________________(SEAL)            ______________________(SEAL)

_____________________(SEAL)            ______________________(SEAL)

_____________________(SEAL)            ______________________(SEAL)

_____________________(SEAL)            ______________________(SEAL)



                                   APPENDIX A


                Facsimile of Union Check-Off Authorization Card.





                                   APPENDIX B

For the purposes set forth in Article V, LAYOFFS, the bargaining unit is divided
into the following department groups:

         a.       First Floor Selling
         b.       Second Floor Selling
         c.       Porters
         d.       Other non-Selling
         e.       Tailors
         f.       Fitter-tailors
         g.       Pressers