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                                                                    EXHIBIT 10.2


                                 TRUST AGREEMENT


THIS TRUST AGREEMENT is made and entered into as of the 20th day of February,
2001 by and between The Men's Wearhouse, Inc. ("Company") and American Express
Trust Company ("Trustee").

                                    RECITALS

FIRST:            The Company has established The Men's Wearhouse, Inc. 401(k)
                  Savings Plan (the "Plan"); and

SECOND:           The Company has previously established a trust to fund
                  benefits under the Plan; and

THIRD:            The Company desires to amend and restate the Trust and to
                  continue with American Express Trust Company as Trustee
                  hereunder;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

1.1    Incorporation of Definitions Used in Plan

       Unless otherwise defined herein, the definitions stated in the Plan, as
       defined in Section 1.2 of this Agreement, are hereby incorporated by
       reference into this Trust Agreement.

1.2    Definitions of Terms

       (a)    "Administrator" means the Committee appointed by the Board of
              Directors to administer the Plan

       (b)    "Business Day" means any day the New York Stock Exchange is open
              for business.

       (c)    "Code" means the Internal Revenue Code of 1986, as amended, or its
              successor.

       (d)    "ERISA" means the Employee Retirement Income Security Act of 1974,
              as amended, or its successor.

       (e)    "Investment Funds" mean the investment funds designated by the
              Company or the Administrator pursuant to Section 4.2 of this Trust
              Agreement.



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       (f)    "Investment Manager" means the person appointed pursuant to
              Section 4.3 of this Trust Agreement to manage all or a portion of
              the assets of the Trust Fund.

       (g)    "Plan" means the Men's Wearhouse, Inc. 401(k) Savings Plan, as
              from time to time amended.

       (h)    "Trust Fund" means the fund maintained pursuant to this Trust
              Agreement for the exclusive purpose of funding the Plan as
              provided herein.

       (i)    "Valuation Date" means each Business Day.

                                    ARTICLE 2
                                   TRUST FUND

2.1    Title

       The title of the trust created by this Trust Agreement is the Men's
       Wearhouse, Inc. 401(k) Savings Plan Trust (the "Trust").

2.2    Trust Fund

       The Trust Fund shall consist of such sums of money or other property as
       shall from time to time be paid or delivered to the Trustee pursuant to
       the Plan, plus all income and gains, less losses, distributions and
       expenses chargeable thereto. The Trust Fund shall be held in trust and
       dealt with in accordance with the provisions of this Trust Agreement.

2.3    Tax Status of Trust

       The Company intends by this Trust Agreement to create a trust forming a
       part of the Plan which shall meet the requirements for qualification
       under section 401(a) of the Code and which shall be exempt from tax
       pursuant to section 501(a) of the Code.

2.4    Appointment of and Acceptance by Trustee

       The Company hereby appoints American Express Trust Company as
       nondiscretionary trustee of the Trust. The Trustee shall function as a
       directed Trustee as defined in Section 403(a) of ERISA. American Express
       Trust Company hereby accepts the Trust imposed upon it by this Trust
       Agreement and covenants and agrees to perform the same as herein
       expressed.

2.5    Right of the Company to Trust Assets

       The Company shall have no rights or claims of any nature in or to the
       Trust Fund.

2.6    Exclusive Benefit of Members and Beneficiaries

       (a)    Notwithstanding anything to the contrary contained in this Trust
              Agreement, or in any amendment thereto, it shall be impossible,
              except as otherwise provided under ERISA, at any time prior to the
              satisfaction of all liabilities with respect to the



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              Members and Beneficiaries of the Plan, for any part of the Trust
              Fund, other than such part as is required to pay taxes and
              expenses of administration of the Plan and the Trust (including
              the payment of Trustee's fees), to be used for, or diverted to,
              purposes other than for the exclusive benefit of the Members and
              Beneficiaries.

       (b)    The Company shall have no beneficial interest in the assets of the
              Trust, and no part of the Trust shall ever revert to or be repaid
              to the Company, directly or indirectly, except that upon written
              request, the Company shall have a right to recover:

              (1)    a contribution to the Plan made by mistake of fact if such
                     contribution (to the extent made by mistake of fact) is
                     returned to the Company within one year after payment of
                     such contribution;

              (2)    a contribution to the Plan which is disallowed as a
                     deduction under section 404 of the Code if such
                     contribution (to the extent disallowed) is returned to the
                     Company within one year after the deduction is disallowed;

              (3)    any residual assets due to a section 415 excess
                     contribution upon termination of the Plan if all
                     liabilities of the Plan to Members and their Beneficiaries
                     have been satisfied and the reversion does not contravene
                     any provision of law;

              (4)    a return of excess employee or employer matching
                     contributions to comply with the Contribution Percentage
                     Test; and

              (5)    a return of excess salary deferral contributions to comply
                     with the Actual Deferral Percentage Test.

2.7    Administrator Shall Direct Trustee

       Company authorizes the Administrator to direct and instruct Trustee as
       provided in this Agreement.

                                    ARTICLE 3
                CONTRIBUTIONS TO AND DISTRIBUTIONS FROM THE TRUST

3.1    Receipt of Contributions

       The Trustee shall receive and hold as part of the Trust Fund such assets
       of the Plan as may be transferred to it from time to time and any
       contributions to the Plan made to the Trust Fund from time to time. The
       Trustee shall not be required to determine that any contributions, or the
       timing of such contributions, are in compliance with the Plan, ERISA or
       the Code, and shall be accountable only for the funds actually received
       by it. In the case of assets transferred from another trustee or any
       other fiduciary, the Trustee shall not be responsible for any actions or
       inactions of such trustee or other fiduciary either prior to or after the
       transfer of Trust Fund assets. Company represents that any such assets,
       from time to time so transferred, were part of a qualified trust at the
       time of the transfer.



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3.2    Distributions to Members

       The Trustee, upon the written direction of the Administrator or by any
       other method authorized by the Administrator and agreed to by the
       Trustee, shall make distributions from the Trust Fund to such persons, in
       such manner, in such amounts (but not exceeding the then value of the
       Trust Fund), and for such purposes as may be specified in the direction
       of the Administrator. The Trustee may reserve from a distribution such
       reasonable amounts as the Trustee shall deem necessary to pay its
       expenses and any income, estate, inheritance or other tax, charge or
       assessment attributable to a distribution or may require such release
       from a taxing authority or such indemnification from the distributee as
       the Trustee shall deem necessary for the protection of the Trustee.

       The Trustee shall not be liable for making any distribution, failing to
       make any distribution, or discontinuing any distribution on the direction
       of the Administrator, or for failing to make any distribution by reason
       of the Administrator's failure to direct that such distribution be made,
       except to the extent required by ERISA, and any other state or federal
       law applicable, under which liability cannot be waived. The Trustee has
       no duty to inquire whether any direction or absence of direction is in
       conformity with the provisions of the Plan or whether it is made in good
       faith without actual notice or knowledge of the changed condition or
       status of any recipient. The Company warrants that all such directions
       are and shall be in accordance with the provisions of the Plan with
       respect to which such distribution is made. The Trustee shall not be
       required to determine or make any investigation to determine the identity
       or mailing address of any person entitled to benefits under the Plan, and
       shall be discharged of any obligation in that respect when the Trustee
       shall have sent checks and other papers by regular mail, postage prepaid,
       to such persons and at such addresses as may be furnished by the Company.

                                    ARTICLE 4
                          INVESTMENT OF THE TRUST FUND

4.1    Title to Assets

       The Trustee is vested with title to all the assets of the Trust Fund and
       shall have full power and authority to do all acts necessary to carry out
       its duties hereunder. Members, former Members, and Beneficiaries shall
       not have any right or interest in the Trust Fund except as provided in
       the Plan. Prior to the time of distribution, neither a Member, former
       Member, nor a Beneficiary (nor a legal representative of a Member, former
       Member, or a Beneficiary) shall have any right, by way of anticipation or
       otherwise, to assign, encumber, or in any manner dispose of any interest
       in the Trust except as permitted under the Plan or as required by law or
       directed by a court of competent jurisdiction.

4.2    Direction

       (a)    The Administrator will direct the Trustee as to the Investment
              Funds to be established for investment of Trust Fund assets in
              accordance with the provisions of the Plan. Except for those
              Investment Funds that are mutual funds or that are under the
              investment control of an Investment Manager, the Company or the
              Administrator



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              shall exercise exclusive investment direction and control of the
              Investment Funds. To such extent: (1) the Company or the
              Administrator shall have the power and authority to invest,
              acquire, manage or dispose of the assets of the Trust Fund and to
              direct the Trustee with respect to the investment, reinvestment
              and sale of such assets; and (2) the Trustee does not have any
              duty to question any direction, to review any securities or other
              property, or to make any suggestions in connection therewith. The
              Trustee will promptly comply with any direction given by the
              Company or the Administrator.

       (b)    The Trustee shall invest in the Investment Funds in accordance
              with investment directions given by the Members, former Members,
              and Beneficiaries for whose accounts such assets are held, to the
              extent so provided for in the Plan. All such directions by the
              Members, former Members, or Beneficiaries to the Trustee will be
              made in writing or by telephone or in such other manner as is
              acceptable to the Trustee. Members and Beneficiaries will be
              deemed fiduciaries for purposes of such investment selection.

       (c)    Where the Company or the Administrator, a Member, former Member, a
              Beneficiary or an Investment Manager (except the Trustee as
              Investment Manager of any assets as provided herein), has the
              power and authority to direct the investment of any assets of the
              Trust Fund, the Trustee does not have any duty to question any
              direction, to review any securities or other property, or to make
              any suggestions in connection therewith. The Trustee will promptly
              comply with any direction given by the Company or the
              Administrator, a Member, former Member, a Beneficiary or
              Investment Manager.

       (d)    The Trustee will not be liable in any manner or for any reason for
              any loss or other unfavorable investment results arising from its
              compliance with direction under this Section, nor be liable for
              failing to invest any assets of the Trust Fund under the
              management and control of the Company or the Administrator, a
              Member, a Beneficiary or an Investment Manager in the absence of
              investment directions regarding such assets, so long as the
              Trustee acts in good faith and in accordance with the
              responsibilities, obligations and duties placed on it under ERISA.

4.3    Investment Managers

       (a)    The Company has the power and authority to appoint one or more
              Investment Managers as defined in and subject to the requirements
              of ERISA. Each Investment Manager so appointed will have the power
              and authority to invest, acquire, manage or dispose of the assets
              of the Trust Fund under its management and to direct the Trustee
              with respect to the investment, reinvestment and sale of such
              assets.

       (b)    If the Company elects to delegate investment authority for the
              assets of all or any portion of the Trust Fund to an Investment
              Manager pursuant to subsection (a), the Company will inform the
              Trustee in writing of such designation and such written notice
              shall describe the portion of the Trust Fund affected. Upon
              receipt of such



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              notice, the Trustee will be obligated to follow the investment
              directions of the Investment Manager with respect to the assets of
              the specified portion of the Trust Fund until the Trustee receives
              written notice that such Investment Manager has resigned or has
              been removed or replaced by the Company. The Trustee will not be a
              party to any agreement between the Company and an Investment
              Manager, and will have no responsibility with respect to the terms
              and conditions of such agreement.

       (c)    In exercising its authority to delegate investment authority to an
              Investment Manager, the Company shall have the duty,
              responsibility and power to (i) examine and analyze the
              performance of prospective Investment Managers; (ii) select an
              Investment Manager or Managers; (iii) determine the portion of the
              Trust Fund that will be under the management of each Investment
              Manager; (iv) issue appropriate instructions to the Trustee and to
              each Investment Manager regarding the allocation of investment
              authority; (v) review the performance of each Investment Manager
              at periodic intervals; and (vi) remove any Investment Manager when
              the Company deems such removal to be necessary or appropriate.

       (d)    All directions by an Investment Manager to the Trustee concerning
              the investment, reinvestment, sale or management of assets of the
              Trust Fund will be made, in writing or in such other manner as is
              acceptable to the Trustee, by such person or persons as the
              Investment Manager designates in writing to the Trustee from time
              to time.

       (e)    An Investment Manager who engages any investment advisor or
              investment counselor that it deems necessary or appropriate, may
              provide that directions concerning the investment and reinvestment
              of the assets of the Trust Fund under its management and control
              to be made directly to the Trustee by such advisor or counselor as
              the Investment Manager's agent; provided, however, that prior to
              any such direction by the investment advisor or investment
              counselor, the Trustee receives written notice from the Investment
              Manager that the directions of such agent will be considered the
              directions of the Investment Manager and that the Investment
              Manager will be responsible for the directions of such agent.

       (f)    If an Investment Manager resigns or is removed by the Company, the
              Company will notify the Trustee in writing of such resignation or
              removal. Upon actual receipt of such notice, the power and
              authority to invest and reinvest the assets of the Trust Fund
              formerly under the control and management of the Investment
              Manager will return to the Company unless the Company indicates
              that a successor Investment Manager has been appointed with
              respect to such assets.

       (g)    The fees and expenses of each Investment Manager, except to the
              extent paid by the Company, shall be paid from the Trust Fund. The
              Trustee may request a representation from the Company that such
              payments are allowed under ERISA.



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4.4    Investment in a Collective Fund

       When so directed by the Company or the Administrator or pursuant to
       investment directions given by Members, former Members, or Beneficiaries
       pursuant to Section 4.2, the Trustee shall invest and reinvest all or a
       portion of the Trust Fund through any common or collective trust fund or
       pooled investment fund, including collective investment funds maintained
       by American Express Trust Company or its successor, for the collective
       investment of funds held by it in a fiduciary capacity. The 2000 Amended
       and Restated Declaration of Trust creating the American Express Trust
       Collective Investment Funds for Employee Benefit Trusts ("Declaration of
       Trust") is hereby incorporated by reference and made a part of this
       Agreement. Notwithstanding any other provision of this Agreement, the
       Trustee may commingle the designated assets from the Trust Fund with the
       money of trusts created by others, by causing such assets to be invested
       as a part of any one or more of the collective funds created by the
       others' declaration of trust and assets of this Trust Fund so added to
       any of the collective funds at any time shall be subject to all of the
       provisions of the declaration of trust as it is amended from time to
       time.

4.5    Trustee as Investment Manager

       The Company hereby appoints Trustee to serve as Investment Manager with
       respect to the Investment Funds set forth in Exhibit A, which Exhibit may
       be amended from time to time (said Investment Funds hereinafter referred
       to as the "Account"):

       Trustee shall have full discretionary authority to formulate and execute
       an investment program for the management and investment of the Account,
       including the authority to:

       (a)    buy, sell, exchange, convert or otherwise trade in any stocks,
              bonds and other investments including money market instruments and
              investment contracts; and

       (b)    place orders for the execution of such investment transactions
              with or through such brokers, dealers or issuers as Trustee may
              select; and

       (c)    request the issuance of average price confirmations by
              participating brokers.

       Such authority shall be subject to the terms and conditions of this
       Agreement, the provisions of the Declaration of Trust with respect to any
       assets in the collective funds as provided in Section 4.4 of this Trust
       Agreement and any written investment objectives and guidelines that are
       executed by the Company and accepted by the Trustee. Such guidelines,
       including the attached Exhibit B, are incorporated herein by reference.

       To the extent the Trustee is an Investment Manager, it shall invest and
       reinvest the principal and income of the Account with the care, skill,
       prudence and diligence under the circumstances then prevailing that a
       prudent person acting in a like capacity and familiar with such matters
       would use in the conduct of an enterprise of a like character and with
       like aims. The Trustee acknowledges that it is a fiduciary with respect
       to Plan assets for which it is an Investment Manager.



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                                    ARTICLE 5
                                TRUSTEE'S POWERS

5.1    Powers Exercisable by the Trustee in its Sole Discretion

       In addition to all other powers and authorities elsewhere in this
       Agreement specifically granted to the Trustee, the Trustee shall have the
       following powers and authority, to be exercised in its sole discretion:

       (a)    To keep any or all securities or other property in the name of a
              nominee with or without power of attorney for a transfer or in its
              own name without disclosing its capacity, or in bearer or
              book-entry form.

       (b)    To make, execute, acknowledge and deliver any and all instruments
              deemed necessary or appropriate to carry out the powers herein
              granted.

       (c)    To employ suitable agents, including, but not limited to,
              auditors, actuaries, accountants, and legal and other counsel, and
              to pay their expenses and reasonable compensation for services to
              the Trust from the Trust Fund. The Trustee may from time to time
              consult with legal counsel who may, but need not be, legal counsel
              for the Company and shall be fully protected in acting or
              refraining from acting upon the advice of any counsel with respect
              to legal questions.

       (d)    To settle securities trades through a securities depository that
              utilizes an institutional delivery system, in which event the
              Trustee may deliver or receive securities in accordance with
              appropriate trade reports or statements given to the Trustee by
              such depository.

5.2    Powers exercisable by the Trustee, Subject to the Direction of the
       Company or the Administrator, or an Investment Manager

       The Trustee will exercise the following powers upon the direction of the
       Company or the Administrator, or the designated Investment Manager.

       (a)    To invest and reinvest Trust Fund assets in common stocks,
              preferred stocks, bonds, notes, debentures, mortgages, insurance
              policies, individual or group annuity contracts, investment
              contracts, commercial paper, fixed time deposits, money market
              instruments, mutual funds, collective investment funds or other
              investments, including investments offered by the Trustee or its
              affiliates.

       (b)    To invest and reinvest in stocks and other securities issued by
              the Company or any subsidiary or affiliate thereof.

       (c)    To borrow money for the purposes of this Trust upon such terms and
              conditions as deemed appropriate, and to obligate the Trust Fund
              for repayment.



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       (d)    To hold cash uninvested and unproductive of income or deposit same
              with any banking or savings institution, including its own banking
              department or the banking department of an affiliate.

       (e)    To exercise any or all conversion and subscription rights with
              respect to properties held in the Trust Fund.

       (f)    To hold, acquire, or invest up to 100% of the Trust assets in
              qualifying Employer securities as defined in section 407(d)(5) of
              ERISA or qualifying Employer real property as defined in section
              407(d)(4) of ERISA (or both) so long as the purchases are made in
              accordance with the provisions of ERISA.

       (g)    To pool all or any of the assets of the Trust with assets
              belonging to any other employee benefit trust created by the
              Company or an affiliate of the Company, and to commingle such
              assets and make joint or common investment carry joint accounts on
              behalf of the Trust and such other trust or trusts, and allocated
              undivided shares or interest in such investments or accounts or in
              any pooled assets to the two or more trusts in respect to their
              respective interests in the pooled investment.

5.3    Powers Exercisable by the Trustee Only Upon the Direction of the
       Administrator

       Upon the direction of the Administrator, the Trustee will accept,
       compromise or otherwise settle any claims by or against the Trust Fund or
       disputed liabilities due to or from the Trustee with respect to the Trust
       Fund, including any claim that may be asserted for taxes under present or
       future laws, or to enforce or contest the same by appropriate legal
       proceedings.

5.4    Proxies and other Incidents of Ownership

Funds Other Than Company Stock

         The Trustee shall deliver or cause to be delivered, to the
         Administrator or the designated Investment Manager, all notices,
         prospectuses, financial statements, proxies and proxy soliciting
         materials relating to investments, other than Company Stock, held
         hereunder. Except for those Trust Fund assets for which American
         Express Trust is the Investment Manager, the Trustee shall not vote any
         proxy or tender offer election, participate in any voting trust,
         exercise any option or subscription right or join in, dissent from or
         oppose any merger, reorganization, consolidation, liquidation or sale
         with respect to any asset held hereunder except in accordance with the
         timely written instructions of the Administrator. If no such written
         instructions are received, such proxies elections and voting trust
         votes shall not be voted; such options or subscription rights shall not
         be exercised; and such mergers, reorganizations, consolidation,
         liquidations or sales shall not be joined, dissented from or opposed.



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COMPANY STOCK

       (a) VOTING OF COMPANY STOCK. When the Company files preliminary or final
proxy solicitation materials with the Securities and Exchange Commission, the
Company shall cause a copy of all materials to be simultaneously sent to the
Trustee. Based on these materials, the Trustee shall prepare a voting
instruction form. At the time of mailing of notice of each annual or special
stockholders' meeting of the Company, the Company shall cause a copy of the
notice and all proxy solicitation materials to be sent to each Member with an
interest in Company Stock held in the Trust, together with the foregoing voting
instruction form to be returned to the Trustee or its designee. The form shall
show the number of full and fractional shares of the Company Stock credited to
each Member's or former Member's Account. The Company shall provide the Trustee
with a copy of any materials provided to the Members and shall certify to the
Trustee that the materials have been mailed or otherwise sent to the Members and
former Members.

       Each Member and former Member with an interest in Company Stock held in
the Trust shall have the right to direct the Trustee as to the manner in which
the Trustee is to vote the number of shares of the Company Stock reflecting such
Member's or former Member's proportional interest in the Company Stock held in
the Trust. Directions from a Member or former Member to the Trustee concerning
the voting of the Company Stock shall be communicated in writing, or by mailgram
or similar means. These directions shall be held in confidence by the Trustee
and shall not be divulged to the Company, or any officer or employee thereof, or
any other person except to the extent that the Company must have the safeguarded
information in order to comply with federal laws or state laws not preempted by
ERISA. Upon its receipt of the directions, the Trustee shall vote the shares of
the Company Stock reflecting the Member's or former Member's proportional
interest in the Company Stock held in the Trust as directed by the Member or
former Member. The Trustee shall vote shares of the Company Stock reflecting
such Member's or former Member's proportional interest in the Company Stock held
in the Trust for which it has received no directions from the Member or former
Member in the same proportion on each issue as it votes those shares for which
it received voting directions from Members and former Members. The Trustee shall
vote shares of the Company Stock not credited to Members' or former Members'
Accounts in the same proportion on each issue as it votes those shares credited
to Members' and former Members' Accounts for which it received voting directions
from Members and former Members.

       (b) TENDER OFFERS. Upon commencement of a tender offer for any securities
held in the Trust that are the Company Stock, the Company shall notify each
Member and former Member of the tender offer and utilize its best efforts to
timely distribute or cause to be distributed to each Member and former Member
the same information that is distributed to other stockholders of the Company in
connection with the tender offer, and, after consulting with the Trustee, shall
provide and pay for a means by which the Member or former Member may direct the
Trustee whether or not to tender the Company Stock credited to the Member's or
former Member's Accounts. The Company shall provide the Trustee with a copy of
any material provided to the Members and former Members and shall certify to the
Trustee that the materials have been mailed or otherwise sent to Members and
former Members.



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       Each Member and former Member shall have the right to direct the Trustee
to tender or not to tender some or all of the shares of the Company Stock
reflecting his proportional interest in the Company Stock held in the Trust.
Directions from a Member or former Member to the Trustee concerning the tender
of the Company Stock shall be communicated in writing, or by mailgram or such
similar means as is agreed upon by the Trustee and the Company under the
preceding paragraph. These directions shall be held in confidence by the Trustee
and shall not be divulged to the Company, or any officer or employee thereof, or
any other person except to the extent that the consequences of such directions
are reflected in reports regularly communicated to any such persons in the
ordinary course of the performance of the Trustee's services hereunder. The
Trustee shall tender or not tender shares of Company Stock as directed by the
Member or former Member. To the extent that Members or former Members fail to
affirmatively direct the Trustee or fail to issue valid directions to the
Trustee to tender shares of the Company Stock credited to their Accounts, those
Members or former Members will be deemed to have instructed the Trustee not to
tender those shares. Accordingly, the Trustee shall not tender shares of Company
Stock credited to a Member's or former Member's Accounts for which it has
received no directions or invalid directions from the Member or former Member.

       The Trustee shall tender that number of shares of the Company Stock not
credited to Members' or former Members' Accounts which is determined by
multiplying the total number of shares of the Company Stock not credited to
Members' or former Members' Accounts by a fraction of which the numerator is the
number of shares of the Company Stock credited to Members' or former Members'
accounts for which the Trustee has received valid directions from Members or
former Members to tender (which directions have not been withdrawn as of the
date of this determination) and of which the denominator is the total number of
shares of the Company Stock credited to Members' or former Members' Accounts.

       A Member or former Member who has directed the Trustee to tender some or
all of the shares of the Company Stock credited to the Member's or former
Member's Accounts may, at any time prior to the tender offer withdrawal date,
direct the Trustee to withdraw some or all of the tendered shares, and the
Trustee shall withdraw the directed number of shares from the tender offer prior
to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if
any shares of the Company Stock not credited to Members' or former Members'
Accounts have been tendered, the Trustee shall redetermine the number of shares
of the Company Stock that would be tendered under this Section if the date of
the foregoing withdrawal were the date of determination, and withdraw from the
tender offer the number of shares of the Company Stock not credited to Members'
or former Members' Accounts necessary to reduce the amount of tendered Company
Stock not credited to Members' or former Members' Accounts to the amount so
redetermined. A Member or former Member shall not be limited as to the number of
directions to tender or withdraw that the Member or former Member may give to
the Trustee.

       A direction by a Member or former Member to the Trustee to tender shares
of the Company Stock reflecting the Member's or former Member's proportional
interest in the Company Stock held in the Trust shall not be considered a
written election under the Plan by the Member or former Member to withdraw, or
have distributed, any or all of his withdrawable shares. The Trustee shall
credit to each proportional interest of the Member or former Member



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from which the tendered shares were taken the proceeds received by the Trustee
in exchange for the shares of the Company Stock tendered from that interest.

       (c) SHARES CREDITED. For all purposes of this Section 5.4, the number of
shares of the Company Stock deemed "credited" to a Member's or former Member's
Accounts as of the relevant date (the record date or the date specified in the
tender offer) shall be calculated by reference to the number of shares reflected
on the books of the transfer agent as of the relevant date. In the case of a
tender offer, the number of shares credited shall be determined as of a date as
close as administratively feasible to the relevant date.

       (d) CONVERSION. All provisions in this Article shall also apply to any
securities received as a result of a conversion of the Company Stock.

       (e) NAMED FIDUCIARY. For purposes of ERISA, each Member or former Member
shall be the named fiduciary for purposes of section 403(a)(1) of ERISA in
connection with the exercise of voting and tender offer rights relating to
shares of the Company Stock credited to his Accounts and any shares of the
Company Stock not credited to his Accounts that may be affected by his voting or
tender decision.

                                    ARTICLE 6
                                   ACCOUNTING

6.1    Valuation

       (a)    The Trustee will determine the current fair market value of the
              assets and liabilities of the Trust Fund as of the end of each
              Valuation Date.

       (b)    The fair market value of assets of the Trust Fund will be
              determined by the Trustee on the basis of such sources of
              information as it may deem reliable, including (but not limited
              to) information reported in (i) newspapers of general circulation,
              (ii) standard financial periodicals or publications, (iii)
              statistical and valuation services, (iv) records of securities
              exchanges, (v) reports of any Investment Manager, insurance
              company or financial institution that has issued an investment
              contract to the Trustee or brokerage firm deemed reliable by the
              Trustee, or (vi) any combination of the foregoing. If the Trustee
              is unable to value assets from such sources, it may rely on
              information from the Company, the Administrator, appraisers or
              other sources, and will not be liable for inaccurate valuation
              based in good faith on such information.

       (c)    The Administrator may, for administrative purposes, establish unit
              values for one or more Investment Funds (or any portion thereof)
              and maintain the accounts setting forth each Member's interest in
              such Investment Fund (or any portion thereof) in terms of such
              units, all in accordance with such rules and procedures as the
              Administrator shall deem to be fair, equitable and
              administratively practicable. In the event that unit accounting is
              thus established for any Investment Fund, the value of a Member's
              interest in that Investment Fund (or any portion thereof) at any
              time shall



                                       12
<PAGE>   13

              be an amount equal to the then value of a unit in such Investment
              Fund (or any portion thereof) multiplied by the number of units
              then credited to the Member.

6.2    Records

       The Trustee will keep complete accounts of all investments, receipts and
       disbursements, other transactions hereunder, and gains and losses
       resulting from same. Such accounts will be sufficiently detailed to meet
       the Trustee's duties of reporting and disclosure required under
       applicable federal and state law. All accounts, books, contracts and
       records relating to the Trust Fund will be open to inspection and audit
       at all reasonable times by any person designated by the Administrator.

6.3    Reports

       (a)    Within 90 days following the close of each Plan Year, and as
              otherwise directed by the Administrator, and within 90 days
              following the Trustee's resignation or removal under Article 8 of
              this Agreement, the Trustee will furnish the Administrator with a
              written report setting forth the transactions effected by the
              Trustee during the period since it last furnished such a report
              and any gains or losses resulting from same, any payments or
              disbursements made by the Trustee during such period, the assets
              of the Trust Fund as of the last day of such period (at cost and
              at fair market value), and any other information about the Trust
              Fund that the Administrator may reasonably request. The Trustee
              will certify the accuracy of the report if such certification is
              required by any applicable federal or state law or regulation.

       (b)    Each report submitted pursuant to subsection (a) will be promptly
              examined by the Administrator. If the Administrator approves of
              such report, the Trustee will be forever released from any
              liability or accountability with respect to the propriety of any
              of its accounts or transactions so reported, as if such account
              had been settled by judgment or decree of a court of competent
              jurisdiction in which the Trustee, the Administrator, the Company,
              and all persons having or claiming any interest in the Trust Fund
              were made parties. The foregoing, however, is not to be construed
              to deprive the Trustee of the right to have its account judicially
              settled if it so desires.

       (c)    The Administrator may approve of any report furnished by the
              Trustee under subsection (a) either by written statement of
              approval furnished to the Trustee or by failure to file a written
              objection to the report with the Trustee within 90 days of the
              date on which the Administrator receives such report.

                                    ARTICLE 7
               COMPENSATION, RIGHTS AND INDEMNITIES OF THE TRUSTEE

7.1    Compensation and Reimbursement

       (a)    The Trustee will receive reasonable compensation for its services,
              including investment management services as provided in Section
              4.5 herein, as agreed upon in writing from time to time between
              the Administrator and the Trustee. The Trustee will, as part of
              its compensation for services provided to the Plan, receive the
              earnings



                                       13
<PAGE>   14

              from any uninvested cash awaiting investment into or distributions
              from the Trust Fund. The Trustee agrees to make every reasonable
              effort to prevent occurrences where cash to be invested is delayed
              from being invested upon receipt. The Client agrees that the
              Trustee may hold such uninvested cash without incurring any
              liability for the payment of earnings on such uninvested cash.

       (b)    The Trustee will be reimbursed for all reasonable expenses it
              incurs in the performance of its duties under this Trust
              Agreement. In this regard, reasonable expenses include (but are
              not limited to) accounting, consulting, actuarial, valuation of
              assets and, subject to Section 5.1, legal fees for professional
              services related to the administration of the Plan and this
              Agreement.

       (c)    Compensation and expenses payable under this Section 7.1 will be
              paid from the Trust Fund (and may be charged, if applicable, to an
              appropriate sub-account or subtrust), unless the Company pays such
              compensation and expenses directly to the Trustee. In addition,
              the Trustee is directed to pay compensation, expenses, or fees for
              other services provided to the Plan (including but not limited to
              recordkeeping services by American Express Trust) under separate
              agreement from the Trust Fund, unless the Company pays such
              compensation, and expenses or fees. The Company in its discretion
              may reimburse the Trust Fund for any compensation and expenses
              paid from the Trust Fund.

       (d)    In the event the Company files or declares bankruptcy, the Company
              authorizes the Trustee to make payment from the Trust Fund for any
              and all fees, expenses or other forms of compensation due under
              this Section whether or not the fees, expenses or other forms of
              compensation were earned but not yet paid prior to or after the
              bankruptcy filing.

7.2    Rights of the Trustee

       (a)    Whenever in the administration of the Plan a certification or
              direction is required to be given to the Trustee, or the Trustee
              deems it necessary that a matter be approved prior to taking,
              permitting or omitting any action hereunder, such certification or
              direction will be fully made, or such matter may be deemed to be
              conclusively approved, by delivery to the Trustee of an instrument
              signed either (i) in the name of the Company by its Secretary or
              Assistant Secretary; or (ii) unless the matter concerns the
              authority of the Administrator, in the name of the Administrator
              by the Chairman, Secretary, or any one of the members of the
              Committee who were delegated the authority by the Committee; and
              the Trustee, when acting in good faith, may rely upon such
              instrument to the extent permitted by law. Notwithstanding the
              foregoing, the Trustee may in its sole discretion accept such
              other evidence of a matter or require such further evidence as may
              seem reasonable to it, in lieu of such instrument. The Trustee
              will be protected in acting in good faith upon any notice,
              resolution, order, certificate, opinion, telegram, letter or other
              document believed by the Trustee to be genuine and to have been
              signed by the proper party or parties, and may act thereon without
              notice to a Member, former Member, or Beneficiary.



                                       14

<PAGE>   15

       (b)    The Company will provide the Trustee with specimen signatures of
              the Administrator and its delegates and the current authorized
              signers of each Investment Manager. The Trustee will be entitled
              to rely in good faith upon any directions signed by the
              Administrator or its appointed delegate, or by any authorized
              signer of an Investment Manager, and will incur no liability for
              following such directions in good faith.

       (c)    The Trustee may accept communications by photostatic
              teletransmissions with duplicate or facsimile signatures as a
              delivery of such communications in writing until notified in
              writing by the Administrator or the Investment Manager that the
              use of such devices is no longer authorized.

7.3    Indemnification for Following Direction

       Upon demand, the Company will immediately indemnify and hold harmless the
       Trustee from all losses or liabilities, costs and expenses (including
       reasonable attorneys' fees) to which the Trustee may be subject by reason
       of any acts taken in good faith in accordance with directions or
       instructions from the Company, Administrator, an Investment Manager
       (other than the Trustee acting in such capacity) or their delegates,
       Members, former Members, or Beneficiaries, or acts omitted in good faith
       due to absence of directions from the Company, the Administrator, an
       Investment Manager (other than the Trustee acting in such capacity),
       Members, former Members, or Beneficiaries unless such loss or liability
       is due to the Trustee's negligence or willful misconduct. This Section
       7.3 shall survive the termination of this Trust Agreement.

7.4    Limitation of Liability of Trustee

       (a)    If the Trustee makes a written request for directions from the
              Company, the Administrator or an Investment Manager, the Trustee
              may await such directions without incurring liability. The Trustee
              has no duty to act in the absence of such requested directions,
              but may in its discretion take such action as it deems appropriate
              to carry out the purposes of this Agreement.

       (b)    The Trustee is not responsible for determining the adequacy of the
              Trust Fund to meet liabilities under the Plan, and is not liable
              for any obligations of the Plan or the Trust Fund in excess of the
              assets of the Trust Fund.

       (c)    The Company indemnifies and holds the Trustee harmless from and
              against all taxes, expenses (including reasonable attorney fees),
              liabilities, claims, damages, actions, suits or other charges
              incurred by or assessed against the Trustee resulting directly or
              indirectly from any act or omission of a predecessor trustee or
              other entity acting as a fiduciary.

7.5    Undertaking for Costs

       The Trustee shall not be required to expend or risk its own funds or
       otherwise incur financial liability in the performance of its duties
       hereunder, or in the exercise of any of its rights or powers as trustee.
       In the event that the Trustee must commence or defend any



                                       15
<PAGE>   16

       action, administrative, judicial or otherwise, the Trustee may retain
       professionals including legal or financial advisors to represent the
       Trustee in its capacity as Trustee hereunder. The Company shall promptly
       pay for the entire cost to retain such professionals. In the event
       Company does not pay for the cost to retain such professionals, such
       costs will be paid from the Trust Fund.

7.6    Necessary Parties to Legal Actions

       Except as required by Section 502(h) of ERISA, only the Company, the
       Administrator and the Trustee will be considered necessary parties in any
       legal action or proceeding with respect to the Trust Fund, and no Member,
       former Member, Beneficiary or other person having an interest in the
       Trust Fund will be entitled to notice. Any judgment entered on any such
       action or proceeding will be binding on all persons claiming under the
       Trust. Nothing in this Section 7.6 is intended to preclude a Member,
       former Member, or Beneficiary from enforcing his or her legal rights.

7.7    Binding Arbitration

       Any unresolved controversy arising out of, or relating to, this Agreement
       or the breach thereof, shall be settled by binding arbitration, conducted
       pursuant to the Federal Arbitration Act, before an independent
       arbitration panel which shall be mutually agreed upon by the parties. In
       the event the parties are unable to agree upon a suitable independent
       arbitration panel, arbitration shall be before the American Arbitration
       Association ("AAA"). The arbitration panel shall consist of three
       members, one selected by American Express Trust, one selected by the
       Company and the third selected by the two arbitrators. The decisions made
       by a majority of the panel shall be final and binding on the parties.
       Such judgment may be entered and enforced in any court of competent
       jurisdiction.

                                    ARTICLE 8
                      RESIGNATION OR REMOVAL OF THE TRUSTEE

8.1    Resignation

       The Trustee may resign at any time by delivering to the Company a written
       notice of resignation, to take effect not less than 60 days after
       delivery, unless such time period is waived by the Company.

8.2    Removal

       The Company may remove the Trustee at any time by delivering to the
       Trustee a written notice of removal. Such removal will take effect no
       less than 60 days after delivery of such notice to the Trustee, unless
       such time period is waived by the Trustee.

8.3    Successor Trustee

       Upon the resignation or removal of the Trustee, the Company will appoint
       a successor trustee, which may accept such appointment by execution of a
       written instrument. In the event that no successor trustee is appointed,
       or accepts appointment, by the time that the resignation or removal of
       the Trustee is effective, the Trustee may apply to a court of



                                       16
<PAGE>   17

       competent jurisdiction for the appointment of a successor trustee or for
       instructions. Any expenses incurred by the Trustee in connection with
       said application will be paid from the Trust Fund as an expense of
       administration.

8.4    Settlement

       After delivery of notice of the Trustee's resignation or removal, the
       Trustee is entitled to a settlement of its account from the Trust Fund
       unless otherwise paid by the Company.

8.5    Transfer to Successor Trustee

       Upon settlement of the Trustee's account, the Trustee will transfer to
       the successor trustee the Trust Fund as it is then constituted and true
       copies of its records relevant to the Trust Fund. Upon the transfer of
       Trust Fund assets, the Trustee's responsibilities under this Agreement
       will cease and the Trustee will be discharged from further accountability
       for all matters embraced in its settlement with respect to those assets,
       provided, however, that the Trustee executes and delivers the documents
       and written instruments which are necessary to transfer and convey the
       right, title and interest in such Trust Fund assets, to the successor
       trustee. If fees and expenses are outstanding on the settlement date, the
       Trustee is authorized to reserve assets in an amount equal to any fees or
       expenses outstanding.

8.6    Duties of the Trustee Prior to Transfer to Successor Trustee

       The Trustee's powers, duties, rights and responsibilities under this
       Agreement will continue, with respect to those Trust Fund assets held by
       the Trustee, until the date on which the transfer of the Trust Fund
       assets and delivery of the related documents to the successor trustee
       under Section 8.5 is completed. The successor trustee will neither be
       liable or responsible for any act or omission to act with respect to the
       operation or administration of the Trust Fund under this Agreement prior
       to the date it receives any Trust Fund assets and related documents, nor
       be under any duty or obligation to audit or otherwise inquire into or
       take any action concerning the acts or omissions of the Trustee or any
       predecessor trustee.

8.7    Powers, Duties and Rights of the Successor Trustee

       Upon its receipt of assets of the Trust Fund and the documents related
       thereto, the successor trustee will become vested with all the estate,
       power, duties and rights of the Trustee under this Agreement with respect
       to such assets with the same effect as though the successor trustee were
       originally named as Trustee hereunder.

                                    ARTICLE 9
                            AMENDMENT AND TERMINATION

9.1    Amendment

       The Company through its Board of Directors, reserves the right at any
       time and from time to time to amend, retroactively, if necessary, in
       whole or in part, any or all of the provisions of this Agreement by
       notice thereof in writing delivered to the Trustee, provided that no such
       amendment which affects the rights, duties, liabilities or
       responsibilities of the Trustee may be made without its consent and
       provided further that no such amendment shall



                                       17
<PAGE>   18

       authorize or permit any part of the corpus or income of the Trust Fund to
       be used or diverted to purposes other than for the exclusive benefit of
       Members, former Members, and Beneficiaries, or permit any portion of the
       Trust Fund to revert to or become the property of the Company, except as
       otherwise provided under ERISA.

9.2    Termination

       This Agreement and the Trust may be terminated at any time by the Board
       of Directors of the Company, and this Agreement and the Trust shall
       terminate in the event that a corporate successor to the Company notifies
       the Trustee in writing within ninety (90) days following the date it
       becomes the corporate successor that it does not intend to become a party
       to this Agreement. In the event of the termination of the Trust as
       provided herein, the Trustee shall dispose of the Trust Fund in
       accordance with the written directions of the Company and upon its
       certification that such direction is in accordance with the terms of the
       Plan, except that the Trustee may reserve such reasonable amounts as the
       Trustee may deem necessary for outstanding and accrued charges against
       the Plan including Trustee's expenses. If the Company fails to provide
       the Trustee with written directions regarding disposition of the Trust
       Fund, the Trustee may apply to a court of competent jurisdiction for
       directions as to the disposal of the Trust Fund. Upon termination of this
       Trust, the Trustee shall continue to have all of the powers provided in
       this Agreement as are necessary or desirable for the orderly liquidation
       and distribution of the Trust Fund.

                                   ARTICLE 10
                                  MISCELLANEOUS

10.1   Successors and Assigns

       This Agreement shall inure to the benefit of, and be binding upon, the
       parties hereto and their successors and assigns. No assignment (as
       defined in the Investment Advisors Act of 1940) of this Agreement shall
       be made by the Trustee without the written consent of the Company;
       provided, however, that the Trustee may assign this Agreement to the
       parent company of the Trustee or to a wholly-owned subsidiary of such
       parent company if such company is organized and chartered as a trust
       company. Company agrees to promptly notify Trustee in the event there is
       a corporate successor to the Company.

10.2   Governing Law

       This Agreement will be construed and governed in all respects in
       accordance with applicable federal law, and, to the extent not preempted
       by such federal law, in accordance with the laws of the State of
       Minnesota.

10.3   Notices

       All notices required to be given pursuant to this Agreement shall be in
       writing and delivered first class U.S. mail, postage prepaid or by
       telecopy, telex or facsimile addressed to the appropriate party(ies) at
       their respective address set forth below, or at any other address of
       which a party shall have notified the other parties in writing.



                                       18
<PAGE>   19

       (a)        If to American Express Trust:
                  American Express Trust
                  Attn: Account Team for The Men's Wearhouse, Inc. 401(k)
                        Savings Plan
                  1977 AXP Financial Center
                  Minneapolis, MN 55474

       (b)        If to Company:
                  The Men's Wearhouse, Inc.
                  40650 Encyclopedia Circle
                  Fremont, CA 94538-2453

10.4   Allocation of Responsibility

       The responsibilities and obligations of the Trustee shall be strictly
       limited to those set forth in this Agreement. Except to the extent
       imposed by ERISA, no fiduciary of the Plan shall have the duty to
       question whether any other fiduciary is fulfilling all of the
       responsibility imposed upon such other fiduciary by ERISA or by any
       regulations or rulings issued thereunder. The Trustee shall not be
       responsible in any way or any manner in which the Company or the
       Administrator carry out their respective responsibilities under this
       Agreement or, more generally, under the Plan.

10.5   Execution of Agreement

       This Agreement may be executed in any number of counterparts and each
       fully executed counterpart shall be deemed an original.

10.6   ERISA Bond

       Company hereby represents and warrants that it has obtained a fidelity
       bond that complies with the bonding provisions of Section 412 of ERISA
       and that the bond covers every fiduciary of the Plan and every person who
       handles funds or other property of the Plan including the Trustee and its
       agents, if any.

10.7   Loans to Members

       Loans to Members as provided for in the Plan shall be granted and
       administered by the Administrator. The Trustee shall distribute cash to
       such Members who are granted loans in such amount and at such times as
       the Administrator shall from time to time direct in writing or by any
       other method authorized by the Administrator. Loan payments collected by
       the Administrator shall be forwarded to the Trustee. The amount of such
       loans shall be carried by the Trustee as an asset of the trust equal to
       the combined unpaid principal balance of all Members. The Trustee shall
       rely conclusively upon the determination of the Administrator with
       respect to the amount of the combined unpaid principal balance of all
       Members. The Trustee shall have no responsibility (1) to ascertain
       whether a loan complies with the provisions of the Plan, (2) for the
       decision to grant a loan, or (3) for the collection and repayment of a
       loan. Notwithstanding the foregoing, a loan to a Member shall be a Member
       directed investment of his Account. The loan is a Trust investment but no
       Account other than the borrowing Member's Account shall share in the
       interest paid on the loan or bear any expense or loss incurred because of
       the loan. All principal and interest



                                       19
<PAGE>   20

       paid on the loan shall be credited to the Member's Loan Account. Such
       payments shall be transferred from the Loan Account and credited to the
       Member's Account.

10.8   Severability

       If any provisions of this Agreement shall be held invalid or
       unenforceable, such invalidity or unenforceability shall not affect any
       other provisions hereof and this Agreement shall be construed and
       enforced as if such provision, to the extent invalid or unenforceable had
       not been included.

10.9   Effective Date

       The effective date of this Agreement shall be January 1, 2001.





                                       20
<PAGE>   21

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.

THE MEN'S WEARHOUSE, INC.                         AMERICAN EXPRESS TRUST COMPANY

By: /s/ NEILL P. DAVIS                            By: /s/ DAN SHOEMAKER
    ---------------------------                       --------------------------

Title: Senior Vice President,                     Title: Vice President Senior
       ------------------------                          -----------------------
       Chief Financial Officer                           Trust Officer
       ------------------------                          -----------------------
       and Treasurer
       ------------------------




                                       21
<PAGE>   22

                                    EXHIBIT A


Pursuant to Section 4.5, the Company hereby appoints American Express Trust to
serve as an Investment Manager for the following Investment Funds:

American Express Trust Equity Index Fund II
American Express Trust Money Market Fund I



                                       22