EXECUTIVE STOCKHOLDERS AGREEMENT

THIS EXECUTIVE STOCKHOLDERS AGREEMENT (this Agreement) is made and entered into as of September 25, 2003, by and among (i) Samsonite Corporation, a corporation incorporated under the laws of Delaware (the Company), (ii) ACOF Management, L.P., a Delaware limited partnership (Ares), (iii) Bain Capital (Europe) LLC, a Delaware limited liability company (Bain Capital), (iv) Ontario Teachers Pension Plan Board, a non-share capital corporation established under the laws of Ontario (OTPP and together with Ares and Bain, the New Investors), and (v) each of the Persons listed on Schedule I attached hereto (each an Executive and together, the Executives).

WHEREAS, in connection with a recapitalization of the Company by the New Investors (the Recapitalization) on July 31, 2003, the Executives agreed to purchase  shares of new 2003 convertible preferred stock of the Company, par value $.01 per share and face value $1,000.00 per share (the New Preferred Shares);

WHEREAS, the Executives have purchased that number of New Preferred Shares set forth opposite their names on Schedule I attached hereto;

WHEREAS, the Executives may also receive grants of options from the Company from time to time and upon exercise of such options and upon conversion of the New Preferred Shares the resulting shares of common stock of the Company (the Common Stock, and together with the New Preferred Shares held by the Executives and their respective Permitted Transferees, the Executive Securities) shall be subject to the terms of this Agreement; and

WHEREAS, in conjunction with the execution by certain parties hereto of the New Investor Stockholder Agreement, the parties hereto desire to restrict the sale, assignment, transfer, encumbrance or other disposition of the Executive Securities and to provide for certain additional covenants and to provide for certain rights and obligations in respect thereto as hereinafter provided.  Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 10 hereof;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                       Voting Agreement and Proxy.  Each holder of Executive Securities shall vote all of such holders Executive Securities and shall take all other necessary or desirable actions in connection with the foregoing within such holders control in such holders capacity as a stockholder of the Company including, but not limited to, attendance at meetings in person or by proxy for purposes of obtaining a quorum, and voting and execution of written consents in lieu of meetings, such that the Executive Securities shall be voted in the same manner as the securities held by the New Investors as may be specified to such holders in writing by the New Investors from time to time.

2.                                       Provisions Concerning the Transfer of Executive Securities.

(a)                                  Restrictions on Transfers of Executive Securities.  Except as otherwise provided in this Agreement, prior to the tenth anniversary of the date of this Agreement, no holder of Executive Securities (other than a New Investor or New Investor designee who acquires Executive Securities pursuant to Section 4, as a result of which such acquired securities shall cease to be Executive Securities) shall directly or indirectly sell, transfer, assign, pledge, encumber or otherwise dispose of any interest in (a Transfer) any Executive Securities without the consent of the New Investors, except that an Executive may transfer Executive Securities to Permitted Transferees (a Permitted Transfer) after delivering 15 Business Days prior advance written notice of each such transfer to the New Investors pursuant to Section 22 below. For the avoidance of doubt, the forgoing sentence shall not prohibit the exercise (whether cashless or otherwise) of any options granted to such holder of Executive Securities.  For purposes of this Agreement, Permitted Transferees shall mean proposed transferees of Executive Securities (i) pursuant to applicable laws of descent and distribution or (ii) among the transferring Executives Family Group, provided that the restrictions contained in this Agreement will continue to be applicable to the Executive Securities after any such Permitted Transfer and the transferees of such Executive Securities shall agree in writing to be bound by the provisions of this Agreement.  Family Group means an Executives parents, siblings, spouse and descendants (whether natural or adopted) and any trust or other estate planning vehicle created solely for the benefit of such Executive and/or such Executives parents, siblings, spouse and/or descendants.

(b)                                 Tag-Along Rights.  Prior to the tenth anniversary of the date of this Agreement, if one or more of the New Investors (collectively, the Selling Stockholder) desires to sell in one or more series of related transactions Securities beneficially owned by such Selling Stockholder, constituting more than 25% of the Original Ownership (as defined in the New Investor Stockholders Agreement) of such Selling Stockholder, to a Person (the Buyer), including, subject to the restrictions set forth in Section 6, pursuant to an Initial Offering, but excluding sales (x) pursuant to a Permitted Transfer in accordance with the New Investor Stockholder Agreement or (y) following an Initial Offering, in any sale effected on the securities exchange or automated quotation system on which the Common Stock is then listed or quoted, as applicable (each, a Tag Sale), then, at least 30 days prior to any such sale, such Selling Stockholder shall provide to each holder of Executive Securities that beneficially owns Executive Securities constituting at least 50% of the Initial Ownership of such holder (each a Executive Tag Seller) a notice (an Executive Tag-Along Notice) setting forth in reasonable detail the terms of such sale, the number of Securities such Buyer wishes to purchase (calculated on an as-converted basis) (the Tag-Along Shares) and identifying the name and address of the Buyer.  Upon the written request of any Executive Tag Seller made within fifteen days after the day the Executive Tag-Along Notice is received by such Executive Tag Seller, the Selling Stockholder proposing to make the sale shall cause the Buyer to purchase from such Executive Tag Seller in

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