AMENDMENT TO EMPLOYMENT AGREEMENT
                       ---------------------------------

         THIS AMENDMENT, dated as of February 3, 1996, by and between Henry C.
Schwartz ("Executive") and Jos. A. Bank Clothiers, Inc. ("Employer"), is made to
that certain Employment Agreement, dated March 31, 1994, between Executive and
Employer (the "Employment Agreement").

         FOR GOOD AND VALUABLE CONSIDERATION,  the receipt and adequacy of which
are hereby  acknowledged,  Executive  and Employer  hereby amend the  Employment
Agreement and agree as follows:

1.       Employment of Executive; Termination of Previous Agreement

         No change is hereby made to Section 1 of the Employment Agreement.

2.       Employment Period

         Section  2 of the  Employment  Agreement  is  hereby  deleted  and  the
following is hereby inserted in lieu thereof:

                  "The term of Executive's  employment under this Agreement (the
                  "Employment Period") shall commence March 31, 1994 and shall,
                  subject to earlier termination as provided in Section 5,
                  terminate on December 31, 1997."

3.       Duties and Responsibilities

         3.1      General.

         Section  3.1 of the  Employment  Agreement  is hereby  deleted  and the
following is hereby inserted in lieu thereof:

                  "During  the  Employment  Period,  Executive shall serve as
                  Vice  Chairman of the Company and shall perform such duties,
                  consistent with his status as Vice Chairman,  as he may be
                  assigned  from  time to time  by  Employer's  Chief Executive
                  Officer or Board of Directors.  Executive shall have the use
                  of an office at Employer's  Manhattan  store,  and the
                  facilities  located  therein,   for  the  conduct  of  Company
                  business.  Upon request of the Board of Directors,  during the
                  Employment   Period,   Executive   shall  also  serve  without
                  additional  compensation  as a director of the Company and any
                  of its subsidiaries."

         3.2.     Location of Executive Offices.  Section 3.2 of the Employment
Agreement is hereby deleted.

4.       Compensation and Related Matters

         4.1.     Base Salary.

         Section  4.1 of the  Employment  Agreement  is hereby  deleted  and the
following is hereby inserted in lieu thereof:

                  "From  February  4, 1996  through  March 31, 1997 (the
                  "Initial Period"), Employer shall owe to Executive a base
                  salary (the "Base  Salary") of $405,589.  The Base Salary
                  shall be payable in equal (or nearly equal)  installments from
                  February 3, 1996 through December 31, 1997, in accordance with
                  the Employer's  policy on payment of executives in effect from
                  time to time. That portion of the Employment  Period occurring
                  after the Initial  Period is herein  referred to the "Deferral
                  Period" and that portion of the Base Salary payable during the
                  Deferral Period (i.e.  $161,408) is hereinafter referred to as
                  the "Deferred  Portion".  Notwithstanding the agreement of the
                  parties to defer  payment of the Deferred  Portion of the Base
                  Salary,  $383.39 of the Base Salary shall be deemed earned for
                  each day  elapse  during  the  Initial  Period,  such that the
                  entire Base Salary  shall be deemed  earned by March 31, 1997.
                  In  the  event  this  Agreement   shall  be  rejected  in  any
                  bankruptcy proceeding involving Employer, Executive shall have
                  a  priority  wage claim for that  portion  of the Base  Salary
                  earned but unpaid.  No salary other than the Deferred  Portion
                  shall be payable during the Deferral Period."

No change is hereby made to any compensation  paid or payable to Executive prior
to the date hereof.

         4.2.     Annual Bonus.  Section 4.2 of the Employment Agreement is
hereby deleted.

         4.3.     Life Insurance.  No change is hereby made to Section 4.3 of
the Employment Agreement.

         4.4      Automobile.  Section 4.4 of the Employment Agreement is hereby
deleted.

         4.5      Other Benefits.

         Section  4.5 of the  Employment  Agreement  is hereby  deleted  and the
following is hereby inserted in lieu thereof:

                  "During the Employment  Period,  subject to, and to the extent
                  Executive is eligible under their respective terms,  Executive
                  shall be entitled to medical,  dental,  long term disability
                  and supplemental life insurance coverages (not less  than
                  $250,000)  as  are,  or  are  from  time  to  time hereafter,
                  generally provided by Employer to Employer's senior management
                  employees. Executive's annualized 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."

         4.6      Expense Reimbursement.

         Section  4.6 of the  Employment  Agreement  is hereby  deleted  and the
following is hereby inserted in lieu thereof:

                  "Employer shall reimburse  Executive for all business expenses
                  reasonably  incurred by him directly in the performance  of
                  his  duties  under  this  Amendment,  upon his presentation,
                  not less  frequently  then 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 employees."

         4.7      Vacations.  Section 4.7 of the Employment Agreement is hereby
deleted.

         4.8      Tax Gross-up.  No change is hereby made to Section 4.8 of the
Employment Agreement.

5.       Termination of Employment Period

         5.1.     Termination Without Cause.

         Section  5.1 of the  Employment  Agreement  is hereby  deleted  and the
following is hereby inserted in lieu thereof:

                  "Employer or  Executive  may, by delivery of notice to the
                  other at any time  during the  Employment  Period,  terminate
                  the Employment Period without cause."

         5.2      By Employer for Cause.  No change is hereby made to Section
5.2 of the Employment Agreement.

         5.3      By Executive for Good Reason.  Section 5.3 of the Employment
Agreement is hereby deleted.

         5.4      Disability.  No change is hereby made to Section 5.4 of the
Employment Agreement.

         5.5      Death. No change is hereby made to Section 5.5 of the
Employment Agreement.

6.       Termination Compensation; Non-Compete.

         6.1.     Termination Without Cause by Employer.

         Section  6.1 of the  Employment  Agreement  is hereby  deleted  and the
following is hereby inserted in lieu thereof:

                  "If the  Employment  Period is terminated by Employer pursuant
                  to the  provisions  of Section 5.1 hereof, Employer shall
                  continue to make payments to Executive as and when such
                  payments  otherwise would have been due pursuant to Section
                  4.1,  assuming no  termination.  All other  benefits provided
                  for in Sections  4.5, 4.6 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.

         Section  6.2 of the  Employment  Agreement  is hereby  deleted  and the
following is hereby inserted in lieu thereof:

                  "If the  Employment  Period is terminated by Employer pursuant
                  to Section  5.2, by  Executive  pursuant to Section 5.1 or by
                  the death of  Executive  pursuant to Section 5.5, amounts
                  which  otherwise would have been payable through the date of
                  termination  pursuant to this  Agreement  shall be paid and
                  all other amounts (including earned but unpaid Base Salary)
                  shall be forefeited.  In the event of termination by death
                  pursuant to the  provisions  of Section 5.5,  Employer shall
                  pay to Sandy  Schwartz  (or such  other payee as may be
                  designated by Executive in his Last Will and Testiment, or any
                  codicil thereto,  or by notice to Employer) that amount of the
                  Base Salary  earned but  unpaid,  as calculated  pursuant to
                  Section  4.1,  through  the  date  of such  termination.   If
                  Executive  shall  terminate  this Agreement with not less than
                  six months remaining in the Employment Period, Executive shall
                  be relieved of the non-competition  restrictions set forth in
                  Section 6.7."

         6.3.     Termination for Disability.  No change is hereby made to
Section 6.3 of the Employment Agreement.

         6.4.     Tax Gross-up.  No change is hereby made to Section 6.4 of the
Employment Agreement.

         6.5.     No Other Termination Compensation.  No change is hereby made
to Section 6.5 of the Employment Agreement.

         6.6      Mitigation.  No change is hereby made to Section 6.6 of the
Employment Agreement.

         6.7      Non-Compete. No change  is  hereby  made to Section 6.7 of the
Employment  Agreement;  provided,  however,  that  during the  remainder  of the
Employment  Period Employer shall not  unreasonably  withhold its consent to any
request by Executive that he be permitted to provide consulting  services to one
or more companies that are not in competition with Company.

7.       Indemnification

         No change is hereby made to Section 7 of the Employment Agreement.

8.       Miscellaneous

         8.1      Notice.  Any notice, consent or authorization required or
permitted to be given pursuant to the Employment Agreement shall be addressed as
follows, or to such other address as either party shall give the other:

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

If to Executive:           Mr. Henry C. Schwartz
                           50 Sutton Place South
                           Apt. 17A
                           New York, New York 10022

         8.2      Legal Fees.  Section 8.2 of the Employment Agreement is hereby
deleted.

         8.3      Taxes.  No change is hereby made to Section 8.3 of the
Employment Agreement.

         8.4      Governing Law.  No change is hereby made to Section 8.4 of the
Employment Agreement.

         8.5      Arbitration.  No change is hereby made to Section 8.5 of the
Employment Agreement.


         8.6      Headings.  No change is hereby made to Section 8.6 of the
Employment Agreement.

         8.7      Counterparts.  No change is hereby made to Section 8.7 of the
Employment Agreement.

         8.8      Severability.  No change is hereby made to Section 8.8 of the
Employment Agreement.

         8.9      Entire Agreement and Representation.  No change is hereby made
to Section 8.9 of the Employment Agreement.

         8.10     Successor and Assigns.  No change is hereby made to Section
8.10 of the Employment Agreement.

         Except as specifically  amended hereby, the Employment  Agreement shall
remain in full force and effect  according  to its terms.  To the extent of any
conflict  between the terms of this  Amendment and the terms of the  Employment
Agreement,  the terms of this Amendment  shall control and prevail.  Mention in
any provision of the  Employment  Agreement  which is not deleted hereby of any
other  provision of the Employment  Agreement  which is deleted hereby shall be
disregarded  in the reading and  interpretation  of the  Employment  Agreement,
amended hereby. Terms used but not defined herein shall have those respective
meaning attributed to them in the Employment Agreement.  This Amendment shall
hereafter be deemed a part of the Employment Agreement for all purposes.

         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


                                        ________________________________________
                                        HENRY C. SCHWARTZ