AMENDMENT TO SCHWARTZ EMPLOYMENT AGREEMENT


         AMENDMENT  TO SCHWARTZ  EMPLOYMENT  AGREEMENT,udated  as of January 29,
1994, between HENRY C. SCHWARTZ  ("Executive") and JOS. A. BANK CLOTHIERS,  INC.
("Clothiers").

         WHEREAS, Executive and Clothiers are parties to an Employment Agreement
dated as of May 10, 1991 (the "Employment Agreement"), under which Executive has
been and continues to be employed by Clothiers;

         WHEREAS, the Employment Agreement provides,  in Section 6 thereof, that
the Executive is entitled to receive  certain  payments  upon the  occurrence of
certain events described in such Section 6;

         WHEREAS,  Clothiers  proposes  to  enter  into a  Merger  and  Exchange
Agreement,  of even date herewith, with JAB Holdings, Inc. ("Holdings") and each
of  the  Preferred   Shareholders  listed  therein  (the  "Merger  and  Exchange
Agreement"),  whereby,  among  other  things,  Holdings  shall  be  merged  (the
"Merger") into Clothiers;

         WHEREAS,  Executive and Clothiers deem it desirable that, in connection
with the Merger,  Executive  shall  surrender  his rights under Section 6 of the
Employment  Agreement,  in  exchange  for  shares of common  stock of  Clothiers
("Common Stock"), upon the terms and conditions of this Amendment;

         WHEREAS,  it is a condition  precedent to the Merger that Executive and
Clothiers enter into this Amendment;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

         1. Section 6 of the  Employment  Agreement is deleted in its  entirety,
and replaced with the following:

                           6.       Issuance of Stock and Option.

                           Concurrently with consummation of the Merger:

                           (a)  Clothiers shall issue to Executive 163,409
shares of Common Stock (the  "Shares"),  and shall  deliver to Executive a stock
certificate,  registered in the name of Executive,  representing the Shares (net
of 56,294 Shares being withheld by Clothiers for payment of related  payroll and
withholding  taxes by  Clothiers  (the  "Withheld  Shares").  The  surrender  of
Executive's rights under Section 6 of the Employment  Agreement as heretofore in
effect,  accomplished by the execution of this Amendment,  shall constitute full
and complete payment for the Shares;

                           (b) Immediately following the issuance of the Shares,
Executive shall sell to Clothiers,  and Clothiers shall purchase,  39,665 of the
Shares for an aggregate  cash  purchase  price equal to $363,728,  and Executive
shall  deliver  to  Clothiers  the  certificate  representing  the  Shares  for
cancellation  of  the  number  of  Shares  sold  to  Clothiers  pursuant  to the
provisions of this subparagraph (b) and reissuance of a certificate representing
the balance of the Shares;

                           (c) Clothiers will grant to Executive a non-qualified
stock option in form and substance as annexed to this Amendment as an exhibit to
purchase  the  number of Shares  sold by  Executive  to  Clothiers  pursuant  to
subparagraph (b) above, plus the number of Withheld Shares.

         2. The second  sentence of Section 13 of the  Employment  Agreement  is
amended by deleting  the  portion  thereof  which  reads  "Except as provided in
Section 6(e) hereof, neither" and replacing such portion with "Neither".

         3. Except as expressly amended hereby,  the Employment  Agreement shall
continue in full force and effect.

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



                                       ____________________________
                                       HENRY C. SCHWARTZ


                                       JOS. A. BANK CLOTHIERS, INC.



                                       By:_________________________
                                          Name:
                                          Title: