CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
NORTH AMERICAN WATCH CORPORATION
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
North American Watch Corporation, a corporation organized and existing under the Business Corporation Law
of the State of New York (the "Corporation"), hereby certifies as follows:
FIRST: The name of the Corporation is North American Watch Corporation, which is the name under which the
Corporation was formed.
SECOND: The Certificate of Incorporation of the Corporation was filed by the Department of State on
November 2, 1967. A Restated Certificate of Incorporation was filed by the Department of State on May 5,
1969. A Certificate of Amendment to the Restated Certificate of Incorporation was filed by the Department of
State on July 24, 1979. A Restated Certificate of Incorporation was filed by the Department of State on
September 27, 1993.
THIRD: The Certificate of Incorporation of the Corporation is hereby amended by deleting Article 1 regarding
the name of the Corporation and substituting in lieu thereof the following new Article 1:
1. Name: The name of the corporation is Movado Group, Inc. (the "Corporation").
FOURTH: Resolutions setting forth the proposed amendment to the Certificate of Incorporation of the
Corporation were duly adopted by the unanimous written consent of the Board of Directors of the Corporation
dated March 18, 1996. Thereafter, pursuant to the By-
Laws of the Corporation, a special meeting of shareholders of the Corporation was duly held on April 12, 1996,
at which meeting a majority of voting power of all the outstanding shares entitled to vote thereon were voted in
favor of said amendment.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and this
certificate to be subscribed by its President and its Secretary and affirmed by them as true under the penalties of
perjury this 12 day of April, 1996.
/s/ Efraim Grinberg