EXHIBIT 10.28


                             SPLIT DOLLAR AGREEMENT

                                 FIRST AMENDMENT


      WHEREAS, THE MEN'S WEARHOUSE, INC., a Texas corporation (hereinafter
referred to as the "Corporation"), DAVID H. EDWAB (hereinafter referred to as
the "Employee"), and GEORGE ZIMMER, Trustee of the David H. Edwab 1995
Irrevocable Trust (hereinafter referred to as the "Owner") entered into a Split
Dollar Agreement (hereinafter referred to as the "Agreement") on May 25, 1995;
and

         WHEREAS, the Owner had purchased two insurance policies on the life of
the Employee issued by Pacific Mutual Insurance Company, Policy No. 1A22371330,
dated April 4, 1991, in the face amount of Five Hundred Thousand Dollars and
Policy No. 1A22827080, dated April 4, 1991, in the face amount of Five Hundred
Thousand Dollars (hereinafter referred to as "Pacific Mutual Policies"); and

         WHEREAS, both policies were subject to the Agreement; and

         WHEREAS, paragraph 11 of the Agreement states that the Agreement may be
amended by a written instrument signed by the parties thereto; and

         WHEREAS, the parties to the Agreement wish to approve the exchange of
the two Pacific Mutual Policies for a single John Hancock Life Insurance Company
Policy No. 51881001 (hereinafter referred to as "John Hancock Policy"), dated
November 8, 2000, in the face amount of One Million Dollars and to affirm the
application of this Agreement to the new John Hancock Policy;

         NOW, THEREFORE, pursuant to the provisions of paragraph 11 of the
Agreement, the parties to the Agreement hereby adopt the following amendments to
the Agreement:

                  1. The Corporation and the Owner approve the exchange of the
         Pacific Mutual Policies for the John Hancock Policy.

                  2. The Owner, the Employee and the Corporation agree that the
         John Hancock Policy will be subject to the Agreement and that all
         references to the "Policies" in the Agreement are to the John Hancock
         Policy on and after November 8, 2000.

                  3. The Corporation, the Employee and the Owner agree that the
         premiums paid by the Corporation on the Pacific Mutual Policies as of
         the date of the exchange aggregated $88,504 and that such aggregate
         premiums plus any premiums paid on the John Hancock Policy by the
         Corporation shall be the "total amount of the premiums paid by the
         Corporation" pursuant to paragraph 6 of the Agreement concerning
         collection of death proceeds and paragraph 8 of the Agreement
         concerning disposition of Policies on termination of the Agreement
         during the lifetime of the Employee.



                  4. In order to comply with the provisions of IRS Notice
         2002-08, the Corporation, the Employee and the Owner hereby completely
         amend and restate paragraph 3(a) of the Agreement to read as follows:

                           "3(a). The Owner will direct the Insurer to provide
                  the Corporation with copies of premium notices on the
                  Policies. No later than thirty (30) days prior to the due date
                  of each Policy's premium, the Corporation shall notify the
                  Employee and the Owner of the exact amount due from the
                  Employee hereunder, which shall be an amount equal to the
                  annual cost of current life insurance protection on the life
                  of the Employee (prorated if the premium is being paid
                  monthly), measured by the lower of the Table 2001 rate, as set
                  forth in Notice 2002-08 (or the corresponding applicable
                  provision of any future regulations, revenue rulings, notices
                  or other guidance from the IRS), or the current published
                  premium rate of the Insurer for annually renewable term
                  insurance for standard risks as specified in Revenue Ruling
                  66-110 (or the corresponding applicable provision of any
                  future regulation, revenue ruling, notice or other guidance of
                  the IRS). Either the Employee or the Owner, on behalf of the
                  Employee, shall pay such required contribution to the
                  Corporation prior to the premium due date. If neither the
                  Employee nor the Owner makes such timely payment, the
                  Corporation, in its sole discretion, may elect to make the
                  Employee's portion of the premium payment, which payment shall
                  be recovered by the Corporation as provided herein."

         IN WITNESS WHEREOF, the parties hereto have executed multiple originals
of this First Amendment to the Agreement as of the 17th day of January, 2002.

                                         THE MEN'S WEARHOUSE, INC., Corporation


                                         By:
                                            -----------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------


                                         --------------------------------------
                                         DAVID H. EDWAB, Employee


                                         --------------------------------------
                                         GEORGE ZIMMER, Trustee of the
                                         David H. Edwab 1995
                                         Irrevocable Trust, Owner