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EXHIBIT 4.1
FIRST AMENDMENT
TO THE MEN'S WEARHOUSE, INC.
1998 KEY EMPLOYEE STOCK OPTION PLAN
THIS AGREEMENT by The Men's Wearhouse, Inc.(the "Sponsor"),
WITNESSETH:
WHEREAS, the Sponsor maintains the Plan known as "The Men's Wearhouse,
Inc. 1998 Key Employee Stock Option Plan" (the "Plan"); and
WHEREAS, the Sponsor retained the right in Article VII of the Plan to
amend the Plan from time to time; and
WHEREAS, the Board of Directors of the Sponsor approved resolutions on
the 25th day of May, 1999, to amend the Plan;
NOW, THEREFORE, the Sponsor agrees that, effective as of May 27, 1999,
Section 4.2 of the Plan is hereby amended in its entirety to read as follows:
4.2 DEDICATED SHARES. The total number of shares of Stock
with respect to which Options may be granted under the Plan shall
be 1,500,000 shares. The shares may be treasury shares or
authorized but unissued shares. The number of shares stated in
this Section 4.2 shall be subject to adjustment in accordance with
the provisions of Section 4.5. If any outstanding Option expires
or terminates for any reason or any Option is surrendered, the
shares of Stock allocable to the unexercised portion of that
Option may again be subject to an Option under the Plan.
IN WITNESS WHEREOF, the Sponsor has executed this Agreement
this 27th day of May, 1999.
THE MEN'S WEARHOUSE, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
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Title: Vice President - Finance
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