Reference is made to the disclosure under "Item 3.03 - Material Modifications to Rights of Security Holders" below, which is incorporated by reference herein.

On December 7, 2009, Casual Male Retail Group, Inc., a Delaware corporation (the "Company") entered into Amendment No. 2 to the Rights Agreement, dated as of December 8, 2008, as amended on June 29, 2009 (as amended, the "Rights Agreement"), between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as Rights Agent.

Pursuant to the amendment to the Rights Agreement, the expiration date of the preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement was extended. Following the amendment to the Rights Agreement, the Rights will expire at 12:00 midnight at the end of the day on June 1, 2010, unless the Rights are earlier exchanged or redeemed by the Board of Directors of the Company.

The Rights issued pursuant to the Rights Agreement are in all respects subject to and governed by the provisions of the Rights Agreement, as amended. Copies of the Rights Agreement and the amendment are available free of charge from the Company. The foregoing description of the amendment to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein.

(d) Exhibits

Exhibit
Number                              Description of Exhibit

4.1        Amendment No. 2, dated as of December 7, 2009, to the Rights Agreement,
           dated as of December 8, 2008, between Casual Male Retail Group, Inc. and
           American Stock Transfer & Trust Company, LLC, as Rights Agent.