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Jos. A. Bank Confirms Proposal To Acquire Men's Wearhouse For $48 Per Share In Cash

Please find below an outline of our proposal to share with your Board of Directors:

Proposed Purchase Price:  Based on publicly available information, our knowledge of the Company and subject to completing due diligence, we are prepared to propose $48 per share in cash for all of the outstanding shares of the Company. This valuation represents a 42.4% premium for your shareholders over yesterday's closing price, a 34.6% premium to the 30-day volume-weighted average per share closing price and a 17.8% premium to the Company 52-week and 5-year high. Our valuation implies an 8.4x multiple of twelve-month EBITDA ($282 million) as of the Company's most recent quarter ended August 3, 2013.

Financing:  We have spent considerable time and energy arranging the financing necessary to complete this Transaction.  Funds will be obtained from a combination of approximately $300 million in cash from Jos. A. Bank, new equity capital and debt financing. A portion of the purchase price will be provided by funds managed by Golden Gate Capital, a leading private equity firm.  Golden Gate Capital will purchase $250 million of Jos. A. Bank equity to facilitate the Transaction. We have chosen Golden Gate Capital to be our partner because of their in-depth knowledge of the retail industry, prior success in retail and consumer transactions, and track record of partnering with public companies. In addition, Goldman, Sachs & Co. has informed us that, subject to customary terms and conditions, it is highly confident that the debt financing for the Transaction can be obtained in the capital markets. We have engaged both Goldman, Sachs & Co. and Financo, LLC as our financial advisors on this Transaction. Additionally, we have retained Skadden, Arps, Slate, Meagher & Flom LLP and Guilfoil, Petzall & Shoemake, L.L.C. as our legal counsel.

Due Diligence:  In order to submit a binding proposal, we need to complete normal course due diligence.  This includes meetings with key members of the Men's Wearhouse management team and access to operational and financial information as well as management's latest financial projections.  We also anticipate completing customary legal, accounting and tax diligence.  We expect that our due diligence can be completed in four weeks. 

Conditions and Review:  The submission of this proposal has the full support and approval of the Jos. A. Bank's Board of Directors.  We would negotiate the definitive merger agreement in parallel with our due diligence, with the aim of approving and executing it shortly after completing our due diligence.  We do not anticipate any significant hurdles to closing the Transaction promptly after signing a merger agreement.  In addition to due diligence, our proposal is subject to customary conditions, including, among others, negotiation and execution of a mutually satisfactory merger agreement, Board approval, and negotiating and entering into satisfactory definitive equity and debt financing agreements.

Next Steps: Because of the compelling value to the Company shareholders represented by our proposal, we hope you will provide us with access to the non-public information necessary to confirm our proposal. Jos. A. Bank's leadership team and I, together with our equity partner and advisors, will make ourselves available to meet with you to discuss all aspects of our proposal and answer any questions you may have at your earliest convenience.

Confidentiality and Timing:  We strongly prefer to conduct our negotiations with you privately and in an expeditious manner. Therefore, we look forward to your response to our proposal by October 4, 2013. Let me emphasize that Jos. A. Bank's and Golden Gate Capital's interest in the Company, the existence of this letter and its contents are confidential and should not be disclosed without our prior written consent. 

Contact Information:  If you would like to discuss any aspect of our proposal, please call Jack Levy at Goldman Sachs or Gilbert Harrison at Financo.

Except for the third sentence of the paragraph of this letter entitled "Confidentiality and Timing" and this paragraph, this letter and our proposal constitute only a preliminary, non-binding indication of interest to acquire the outstanding shares of the Company, and our proposal is being submitted based on the understanding that it is not an offer that is capable of being accepted, and that there will be no binding agreement between us or any commitment or obligation on Jos. A. Bank or Golden Gate Capital with respect to our proposal or a possible transaction unless and until a definitive agreement is executed by Jos. A. Bank and the Company. 

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