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 Mutua