EMPLOYMENT AGREEMENT

         EMPLOYMENT  AGREEMENT,  dated as of March 31,  1994,  between  HENRY C.
SCHWARTZ ("Executive") and JOS A. BANK CLOTHIERS, INC. ("Employer").

         WHEREAS,  the parties  hereto are parties to an  Employment  Agreement,
dated  as of May  10,  1991,  as  amended  from  time  to  time  (the  "Previous
Agreement")  pursuant to which  Executive is currently  serving as the President
and Chief Merchandising Officer of Employer.

         WHEREAS,  the parties wish by this Employment  Agreement to provide for
the terms of the continued employment of Executive and to terminate the Previous
Agreement,  except with respect to Section 6 thereof which was the subject of an
amendment  to the  Previous  Agreement,  dated as of January 29, 1994, a copy of
which is attached hereto ("Section 6 of the Previous Agreement, as amended").

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.       Employment of Executive; Termination of Previous Agreement

                  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. Employer and Executive hereby agree that upon
the execution hereof,  the Previous  Agreement shall be deemed terminated except
with respect to Section 6 of the  Previous  Agreement,  as amended,  which shall
continue in full force and effect and be deemed a part of this  Agreement.  This
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 the date hereof 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  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,  serving as and
participation in civic and philanthropic activities.

                  Executive  shall  perform  such  duties,  consistent  with his
status as President and Chief  Merchandising  Officer of Employer,  as he may be
assigned from time to time by Employer's Chief Executive Officer or the Board of
Directors.   Executive  shall  have  such  authority,   discretion,   power  and
responsibility,  and shall be entitled to office, secretarial and administrative
and  other  facilities  and  conditions  of  employment,  as  are  customary  or
appropriate to his position and those currently  exercised by  and  afforded  to
him.  Executive shall also serve without  additional  compensation as a director
of the Company and, if he  should so desire, any of its  subsidiaries.  For  all
purposes  of  this  Agreement,  the  term  "Company"  means  Employer   and  all
corporations, associations, companies, partnerships, 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  to  an  extent  not  substantially  in  excess  of
Executive's past travel commitments for the Company.

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") equal to the sum of
(a)  $335,000,  subject  to  such  raises  as the  Compensation  Committee  (the
"Committee")  of the Board of Directors of the Company or the Board of Directors
may from time to time determine in their sole  discretion (the "Salary") and (b)
the "cost of  living  adjustment"  (as  determined  below).  The "cost of living
adjustment"  shall be  determined  on each January 1 (or as soon as  practicable
thereafter) of the Employment  Period,  commencing January 1, 1995, and shall be
an amount that equals the  greater of (x) $0 or (y) the  difference  between (i)
the Salary  multiplied  by a fraction,  (A) the  numerator of which shall be the
Consumer  Price Index for Urban Wage Earners and Clerical  Workers  (1967 = 100)
(the "Index"),  published by the Bureau of Labor Statistics of the United States
Department of Labor in the column for the Baltimore, Maryland area entitled "All
Items"  for the month of  January  for the  calendar  year for which the cost of
living  adjustment is to be determined and (B) the denominator of which shall be
such Index  number for the month in which the date of this  Agreement  falls and
(ii) the Salary. Any portion of increased Base Salary which is retroactively due
to Executive  hereunder  shall be payable  within 15 days after the  computation
thereof has been made.  Appropriate  adjustment shall be promptly made following
receipt of notice from Executive in the event there is a published  amendment of
the Index figures upon which the  computation  is based.  If  publication of the
Index is  discontinued,  the parties shall accept  comparable  statistics on the
cost of living for the Baltimore, Maryland area as computed and published by any
recognized  authority  acceptable  to the  parties.  The  Base  Salary  for each
calendar 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 1995  (ending  January 28,
1995) 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 of 50% of Base Salary (each,  a "Bonus")  based upon  attainment of annual
quantitative and qualitative  performance goals established by the Committee for
such Bonus Year in consultation  with Executive,  such  performance  goals to be
established as soon as possible  following the beginning of each Bonus Year. The
relationship  between  the  size of each  Bonus  and  degree  of  attainment  of
performance  objectives shall be discretionary with the Committee.  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 terminated, 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 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. 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.

                  4.4  Automobile.  Throughout the Employment  Period,  Employer
shall provide to Executive,  at Employer's expense, a top-of-the-line  Cadillac,
Lincoln,  Lexus or  comparable  luxury  automobile  selected by  Executive  on a
biannual basis and equipped to Executive's satisfaction.  Employer shall also be
responsible for all expenses of use and operation thereof.

                  4.5 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 agreements 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.  If, during the Employment  Period, any plan or program in
which  Executive  participates  (including  those in which  Executive  currently
participates)  shall be  amended  so as to result  in an  overall  reduction  of
Executive's  benefits,  or shall be terminated  without being  replaced by a new
plan or program providing for benefits  equivalent overall to those provided for
Executive prior thereto, the Company shall make arrangements, in addition to any
such amended or terminated  plan or program,  for Executive to  participate in a
plan or program so as to  provide  benefits  to  Executive  at least  equivalent
overall to those provided to Executive  prior to such amendment or  termination,
such  benefits  to be  provided  through  a plan  or  program  of  insurance  if
commercially available.

                  4.6 Expense Reimbursement.  Employer shall reimburse Executive
for all business expenses  reasonably  incurred by him in the performance of his
duties  under  this  Agreement  and  consistent  with  past  practice  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
continue to pay for all of Executive's  reasonable  travel expenses  incurred in
traveling  from and to his  permanent  residence in New York and his  reasonable
living expenses 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.

                  4.7  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, with reasonable carry-over allowances,  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.  Upon termination of Executive's
employment  pursuant to Section 5 herein or non-renewal of the Employment Period
as  provided  for  under  Section  2 herein, for any reason whatsoever, Employer
shall pay Executive,  in  addition  to  any  termination  compensation  provided
for under  Section  6  herein,  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.

                  4.8 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 4.6 hereof 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 4.8.

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 serious 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 Executive
                                    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 Executive 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 copy of 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 Section
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  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  (including  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 4.3,
4.4, 4.5 and 4.8 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  Tax  Grossup.  In the  event  that  any  amounts  paid to
Executive  pursuant to the  provisions  of this  Section 6  (including  benefits
continued  and payments  deemed  received by reason of changes in stock  options
provided for therein, all such amounts,  collectively, the "Severance Payments")
shall be deemed to be subject to the tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Excise Tax"),  an additional  amount (the
"Grossup  Amount")  shall be paid by  Employer  to  Executive  such that the net
amount retained by Executive, after deduction of any Excise Tax on the Severance
Payments  and any  federal,  state and local  income tax and Excise Tax upon the
payment provided for by this sentence, shall be equal to the Severance Payments.
The  provisions  of  this  Section  6.4  shall  survive  the  expiration  of the
Employment  Period and shall continue in effect until  expiration of the statute
of  limitations  for tax  returns  filed  that  include  the period in which any
Severance Payments are made or, if earlier, final determination of tax liability
relating thereto. Payment of the Grossup Amount shall be made in accordance with
the  computation  thereof by the  accountant  to  Executive in  connection  with
preparation  of  Executive's  tax return for the relevant tax year, and shall be
adjusted upon final  determination  of tax liability,  with any increase therein
being paid by the  Employer  to  Executive  or  decrease  therein  being paid by
Executive to Employer  within 30 days following the date of final  determination
of tax liability.

                  6.5 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.


                  6.6  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.

                  6.7  Non-Compete.   For  the  6  month  period  following  the
termination  of the  Employment  Period  for any  reason  whatsoever,  including
termination  pursuant  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  Executive is  accepting  the payments
required to be made to Executive pursuant to Section 6.1 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 Section 6.1 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 or
before 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,
by  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, MD 21074-2095
                           Attn: Secretary

With copy to:              Ralph J Sutcliffe, Esq.
                           Kronish, Lieb, Weiner & Hellman
                           1114 Avenue of the Americas
                           New York, NY 10036

If to Executive:           Mr. Henry C. Schwartz
                           Jos. A. Bank Clothiers, Inc.
                           500 Hanover Pike
                           Hampstead, MD 21074-2095

                  8.2 Legal Fees.  The Company  shall pay the  reasonable  legal
fees  and  expenses  incurred  by  Executive  in  connection  with  preparation,
negotiation,  execution and delivery of this Agreement, as well as such fees and
expenses  incurred in connection  with any amendment or  modification  hereof or
enforcement of Executive's rights hereunder.

                  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  judgment 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 New York
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.  Judgment 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:_________________________

                                        Name:_______________________

                                        Title:______________________



                                        ____________________________
                                             Henry C. Schwartz