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Endorsement Agreement

Entities:
Date:
2003
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18K
ID:
#424622

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                               MOVADO GROUP, INC.

                              ENDORSEMENT AGREEMENT

            WHEREAS, Movado Group, Inc. (the "Company") and the Trustees of the
Grinberg Family Trust (the "Trust") entered into a Policy Collateral Assignment
And Split Dollar Agreement, dated as of December 5, 1995 (the "Split Dollar
Agreement"); and

            WHEREAS, pursuant to the Split Dollar Agreement, life insurance
protection is provided to the beneficiaries of the Trust, upon the of the death
of the survivor of Gedalio Grinberg ("Executive") and Sonia Grinberg (Executive
and Sonia Grinberg are collectively referred to as the "Insureds") under a life
insurance policy issued to the Trust by the New York Life Insurance Company,
Policy No. 45660373 (hereinafter referred to as the "Policy"); and

            WHEREAS, pursuant to the Split Dollar Agreement, the Policy is owned
by the Trust and collaterally assigned by it to the Company in order to secure
the repayment of the amounts due to the Company in respect of the Company's
loans to the Trust which have been used by the Trust to pay the premiums on the
Policy (such loans totaling $5,186,860 on the date hereof and being represented
by a Demand Note, dated December 5, 1995, between the Company and the Trust (the
"Demand Note")); and

            WHEREAS, Section XIII of the Split Dollar Agreement provides that it
may be amended at any time and from time to time by a written instrument by the
parties thereto; and

            WHEREAS, Section 402 of the Sarbanes-Oxley Act of the 2002 (the
"Act") prohibits certain public companies (including the Company) from directly
or indirectly making or arranging for an extension of credit in the form of a
personal loan to its executive officers on or after July 30, 2002; and

            WHEREAS, Executive and a Trustee and a beneficiary of the Trust are
executive officers of the Company; and

            WHEREAS, counsel to the Company has advised the Company that the
collateral assignment split-dollar life insurance arrangement reflected in the
Split Dollar Agreement may violate the aforementioned prohibition on personal
loans to executive officers set forth in Section 402 of the Act, in respect of
loans made to the Trust on or after July 30, 2002, although there exists no
authority on point and reasonable arguments may be made to the contrary; and

            WHEREAS, in order to best ensure that the Company does not violate
the aforementioned prohibition on personal loans to executive officers set forth
in Section 402 of the Act, the parties hereto wish to (i) amend and restate the
Split Dollar Agreement, (ii) rename the amended and restated Split Dollar
Agreement the "Movado Group, Inc. Endorsement Agreement" (hereinafter referred
to as the "Endorsement Agreement" or the "Agreement"), and (iii) transfer the
Policy to the Company in partial repayment of the outstanding $5,186,860
principal balance of the Demand Note, with such repayment being in an amount
equal to the cash

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surrender value of the Policy on the date hereof ($4,595,591), and with the
remaining principal balance of the Demand Note ($591,269) continuing to be
subject to the terms and conditions of the Demand Note.

            NOW, THEREFORE, in consideration for the mutual promises contained
herein, the parties hereto agree to amend and restate the Split Dollar Agreement
in its entirety as follows:

            1. Transfer of Policy; Partial Repayment of Demand Note. The
Trustees of the Trust hereby agree to promptly execute any and all documents
required by the New York Life Insurance Company (the "Insurer") and the Company
to transfer ownership of the Policy from the Trust to the Company in exchange
for the Company's agreement to promptly execute any and all documents required
to reflect the partial repayment of the outstanding principal balance of the
Demand Note, as described in the recitals above.

            2. Ownership of Policy. Except as otherwise provided in this
Agreement, the Company shall be the sole and exclusive owner of the Policy.

            3. Surrender, Withdrawals, Loans; Etc. Other than as specifically
allowed herein, the Company shall not borrow from, hypothecate, withdraw cash
value from, surrender in whole or in part, cancel, or in any other manner
encumber the Policy without the prior written consent of the Trustees of the
Trust. Unless the Company and the Trustees of the Trust otherwise agree, in the
event there is a complete or partial surrender or cancellation of the Policy,
the proceeds payable as a result of the surrender, cancellation, withdrawal or
loan shall be paid to the Company in an amount equal to the aggregate premiums
paid under the Policy since inception, and any remaining proceeds shall be
payable to the Trust.

            4. Investment of Cash Values. If the Policy provides the policy
owner with a choice of investment funds for the Policy cash values, the Company
shall select the funds in which to invest such cash values.

            5. Payment of Premiums. Subject to the terms of this Agreement, the
Company agrees to pay premiums on the Policy as provided under the Policy. In
the event this Agreement is terminated in accordance with terms of Section 11,
the Company shall not be liable for any premiums owed on the Policy after the
date of termination.

            6. Payment of Death Benefits. Upon the death of the survivor of the
Insureds, the death benefit under the Policy (including any interest payable
under the Policy in respect of such death benefit for the period from the date
of death of such survivor until the payment of the death benefit) shall be
divided as follows:

                  (a) The Company shall be entitled to receive an amount equal
to the aggregate premiums paid under the Policy since inception less the amount
of the then outstanding principal balance of the Demand Note (the "Company Death
Benefit"). (If the Policy provides for a death benefit equal to the sum of the
face amount of the Policy and any cash account or accumulation value, the


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