EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT, dated as of February 5, 1996, between DAVID E. ULLMAN
("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. This Agreement is a contract for the 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  through  February 4, 1998 and
shall continue  thereafter for successive one-year periods if, at least 180 days
before the end of the initial two year period or any subsequent one-year period,
Employer  gives notice to  Executive  of its desire to continue  the  Employment
Period,  in which case the Employment  Period shall continue for one year beyond
the then-current  term.  Notwithstanding  the foregoing,  the Employment  Period
shall not continue beyond its then-current  term as a result of said notice from
Employer if,  within  thirty (30) days after  receipt of such notice,  Executive
shall notify  Employer of  Executive's  intent to terminate this Agreement as of
the end of the then-current term.

3.   Duties and Responsibilities

     During  the  Employment  Period,  Executive  (i)  shall  have the  title of
Executive  Vice  President  - Chief  Financial  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.  Executive  shall  perform such duties,
consistent  with his  status  as  Executive  Vice  President  - Chief  Financial
Officer,  as he may be assigned from time to time by Employer's  Chief Executive
Officer (the "Chief Executive Officer").

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 $170,000  for each 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 to executives in
effect from time to time.

     4.2 Annual Bonus. For fiscal year 1996 and for each fiscal year that begins
during the Employment Period (each such fiscal year, a "Bonus Year"),  Executive
shall be  eligible  to receive a bonus  (each,  a "Bonus")  of up to 40% of Base
Salary  pursuant to the terms and conditions of Employer's  Bonus Plan in effect
from time to time.


     4.3 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 (other than those provided under or pursuant to separately  negotiated
individual employment agreements or arrangements).

5.   Termination of Employment Period

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

     5.2 By Employer for Cause.  Employer may, at any time during the Employment
Period by notice to  Executive,  terminate  the  Employment  Period  "for cause"
effective   immediately.   For  the  purposes  hereof,  "for  cause"  means  any
misconduct, including, but not limited to (a) conviction of Executive in a court
of competent  jurisdiction  of a crime  constituting  a felony or other  serious
offense;  or (b) the  commission  of an act not  approved  of or ratified by the
Board of Directors involving a conflict of interest or self-dealing  relating to
Employer or any subsidiary or affiliate thereof;  or (c) commission of an act of
fraud or  misrepresentation  (including the omission of material facts);  or (d)
failure of Executive to obey any order or directive of the Board of Directors of
the Company or the Chief Executive Officer,  provided such order or directive is
lawful and not contrary to Executive's duties, responsibilities and authority as
an Executive  Vice President of the Company and is consistent  with  Executive's
status as an  Executive  Vice  President  of the  Company;  or (e)  violation by
Executive of any rule,  regulation or policy of Employer generally applicable to
other employees of the Company.

     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,
"for 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:  (y) any failure  timely to pay (or any  reduction  in)
compensation paid or payable to Executive  pursuant to the provisions of Section
4 hereof; and (z) any reduction in the duties,  responsibilities  or perquisites
of Executive as provided in Section 3.1 hereof.

     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.

     5.4  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  the greater of (a) 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. All other benefits
provided  for in Section 4.3 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 as a result of the death of Executive  pursuant to the provisions
of Section 5.4,  Employer shall pay to Executive Base Salary  (calculated at its
then current rate per year) through the date of termination. Employer shall have
no obligation to continue any other benefits  provided for in Section 4 past the
date of termination.

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


     6.4  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.

     6.5 Non-Compete.  For so long as any termination compensation is being paid
to Executive  pursuant to this Section 6 or, in the event of termination of this
Agreement  by Employer for cause or by  Executive  without good reason,  for the
balance of what would have been the current  Employment  Period assuming no such
termination,  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.
Executive  acknowledges  and  agrees  that  in the  event  of any  violation  or
threatened  violation  by  Executive  of his  obligations  under  the  preceding
sentence,  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,  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.  Notices to Employer shall be
sent to: Jos. A. Bank  Clothiers,  Inc., 500 Hanover Pike,  Hampstead,  Maryland
21074-2095,  Attn:  Secretary.  Notices to Executive shall be sent to: Mr. David
Ullman,  Jos. A. Bank  Clothiers,  Inc., 500 Hanover Pike,  Hampstead,  Maryland
21074-2095.

     8.2 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.

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

     8.4 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.

     8.8 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.

     8.9 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

                                       ________________________________________
                                       DAVID E. ULLMAN