Form of Letter to Stockholders

                                                              September 30, 1997

To Our Stockholders:

                  Your Board of Directors has announced the adoption of a
Stockholder Rights Plan. We are enclosing a document entitled "Summary of Rights
to Purchase Preferred Stock" which provides certain information about the Plan,
and we urge you to read it carefully. This letter explains some of the Board's
reasons for adopting the Plan.

                  The Board of Directors adopted the Plan after considering the
extensive consolidation activity taking place over the past year. The Plan is
intended to protect your interests in the event the Company is confronted with
coercive or unfair takeover tactics. The Plan, together with certain charter and
by-law provisions and certain provisions of the Delaware General Corporation
Law, is designed to safeguard stockholders from abusive takeover tactics that
have been used by certain bidders and that your Board of Directors believes are
not in the best interests of the Company's stockholders. These tactics may
unfairly pressure stockholders, squeeze them out of their investment without
giving them any real choice, and deprive them of the full value of their shares.

                  Many other corporations have adopted rights plans similar to
the one we have adopted. We consider the Plan to be very valuable in protecting
your right to retain your equity investment in Jos. A. Bank Clothiers, Inc. and
to realize the full value of that investment, while not foreclosing a fair
acquisition bid for the Company.

                  The Plan is not intended to prevent a takeover of the Company
and will not do so. The Plan is designed to deal with the very serious problem
of unilateral actions by hostile acquirors which are calculated to deprive the
Company's Board of Directors and its stockholders of their ability to determine
the destiny of the Company. However, the mere establishment of the Plan should
not affect any prospective offeror willing to acquire the Company and to
negotiate with your Board of Directors. The Rights issued under the Plan may
generally be redeemed by the Company at a price of one cent per Right up to the
tenth business day after any person or group has acquired 20% or more of the
Company's common stock, and thus they should not interfere with any merger or
other business combination approved by the Board of Directors.






                  Issuance of the Rights under the Plan does not in any way
weaken the financial strength of the Company or interfere with its business
plans. The issuance of the Rights has no dilutive effect, will not affect
reported earnings per share, is not taxable to the Company or to you, and will
not change the way in which you can currently trade the Company's shares. As
explained in the enclosed Summary of Rights to Purchase Preferred Stock, the
Rights will only be exercisable if and when a problem arises which triggers
their effectiveness. They will then operate to protect you from being deprived
of your right to share in the full measure of your Company's long-term
potential.

                  Your Board of Directors believes the Plan will serve an
important role in protecting the value of your shares.

                                         Sincerely,

                                         Timothy F. Finley,
                                         Chairman of the Board and
                                         Chief Executive Officer


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