ON APRIL 18, 2000
I.       Audit Committee Purpose
         The Audit Committee (the "Committee") is appointed by the Board of
         Directors (the "Board") of Samsonite Corporation (the "Company") to
         assist the Board in fulfilling its oversight responsibilities. The
         Committee's primary duties and responsibilities are to:
o        Monitor and oversee the integrity of the Company's financial
         reporting process and systems of internal controls regarding finance,
         accounting, and legal compliance.
o        Monitor the independence and performance of the Company's independent
o        Provide an avenue of communication among the independent auditors,
         management, the internal auditing department, and the Board of
         The Committee has the authority to conduct any investigation
         appropriate to fulfilling its responsibilities, and it has direct
         access to the independent auditors as well as anyone in the
         organization. The Committee has the ability to retain, at the
         Company's expense, special legal, accounting, or other consultants or
         experts it deems necessary in the performance of its duties.
II.               Audit Committee Composition and Meetings
         Audit Committee members shall meet the requirements of the National
         Association of Securities Dealers, Inc. ("NASD") and any agreement
         binding on the Company approved by the Board. The Committee shall be
         comprised of three directors as determined by the Board, each of whom
         shall be independent nonexecutive directors (as required by NASD
         rules and any such agreement), free from any relationship that would
         interfere with the exercise of his or her independent judgment. All
         members of the Committee shall have a basic understanding of finance
         and accounting and be able to read and understand fundamental
         financial statements, and at least one member of the Committee shall
         have accounting or related financial management expertise, as the
         Board of Directors interprets such qualification in its business
         Subject to the terms of any agreement approved by the Board, the
         Board may appoint to the Audit Committee one director who is not
         independent and is not a current employee or an immediate family
         member of such employee if the Board, under exceptional and limited
         circumstances, determines that membership on the Committee by the
         individual is required by the best interests of the Company and its
         shareholders, and the Board discloses in the next annual proxy
         statement subsequent to such determination, the nature of the
         relationship and the reasons for the determination.
         Audit Committee members shall be appointed by the Board. If an Audit
         Committee Chair ("Chair") is not designated or present, the members
         of the Committee may designate a Chair by majority vote of the
         Committee membership.
         The Committee shall meet on a quarterly basis, or more frequently as
         circumstances dictate. The Chair (or in the absence of a Chair, the
         Committee) shall prepare and/or approve an agenda in advance of each
         meeting. The Committee should meet privately in executive session at
         least annually with management and the independent auditors, and as a
         committee to discuss any matters that the Committee or each of these
         groups believe should be discussed. In addition, the Committee, or at
         least its Chair, should communicate with management and the
         independent auditors on a quarterly basis to review the Company's
         financial statements prior to public release and significant findings
         based upon the auditors limited review procedures, and the Committee
         will meet at least annually to review the Company's revenue
         recognition and reserve policies and the implementation of these
         policies by the management of the Company.
III.              Audit Committee Responsibilities and Duties
Review Procedures
1.                Review and reassess the adequacy of this charter ("Charter")
                  at least annually. Submit the Charter to the Board of
                  Directors for approval and have the document published at
                  least every three years in accordance with Securities and
                  Exchange Commission ("SEC") regulations.
2.                Review the Company's annual audited financial statements
                  prior to filing or distribution. Review should include
                  discussion with management and independent auditors of
                  significant issues regarding accounting principles,
                  practices, and judgments. Such review should include the
                  appropriateness of the Company's revenue recognition
                  policies and the adequacy of the Company's reserve policies.
3.                In consultation with the management and the independent
                  auditors consider the integrity of the Company's financial
                  reporting processes and controls. Discuss significant
                  financial risk exposures and the steps management has taken
                  to monitor, control, and report such exposures. Review
                  significant findings prepared by the independent auditors
                  and the internal auditing department together with
                  management's responses.
4.                Review with financial management and the independent
                  auditors the Company's quarterly financial results prior to
                  the release of earnings and/or the Company's quarterly
                  financial statements prior to filing or distribution.
                  Discuss any significant changes to the Company's accounting
                  principles and any items required to be communicated by the
                  independent auditors in accordance with the American
                  Institute of Certified Public Accountants Statement on
                  Auditing Standards No. 61 ("SAS 61"). The Chair of the
                  Committee may represent the entire Committee for purposes of
                  this review.
Independent Auditors
1.                The independent auditors are ultimately accountable to the
                  Committee and the Board of Directors. The Committee shall
                  oversee the independence and performance of the auditors and
                  annually recommend to the Board the appointment of the
                  independent auditors or approve any discharge of auditors
                  when circumstances warrant. The Committee shall oversee the
                  independence of the Company's independent auditors by, among
                  other things:
                  (i)    requiring the independent auditors to deliver to the
                         Committee on a periodic basis a formal written
                         statement delineating all relationships between the
                         independent auditors and the Committee; and
                  (ii)   actively engaging in a dialogue with the independent
                         auditors with respect to any disclosed relationships
                         or services that may impact the objectivity and
                         independence of the independent auditors and
                         recommending that the Board take appropriate action
                         in response to the auditors' report to satisfy itself
                         of the auditor's independence.
2.                Review the fees and other significant compensation to be
                  paid to the independent auditors, as well as for any
                  non-audit service provided by them.
3.                Review the independent auditors audit plan - discuss scope,
                  staffing, locations, reliance upon management, and internal
                  audit and general audit approach.
4.                Prior to releasing the year-end earnings, discuss the
                  results of the audit with the independent auditors. Discuss
                  certain matters required to be communicated to the
                  Committees in accordance with SAS 61.
5.                Consider the independent auditors' judgments about the
                  quality and appropriateness of the Company's accounting
                  principles as applied in its financial reporting.
Internal Audit Department and Legal Compliance
1.                Review the budget, plan, changes in plan, activities,
                  organizational structure, and qualifications of the internal
                  audit department as needed.
2.                Review the appointment, performance, and replacement of the
                  internal auditor.
3.                Review significant reports prepared by the internal audit
                  department together with management's response and follow-up
                  to these reports.
4.                On at least an annual basis, review with the Company's
                  counsel, any legal matters that could have a significant
                  impact on the organization's financial statements, the
                  Company's compliance with applicable laws and regulations,
                  and inquiries received from regulators or governmental
5.                Receive periodic reports from the Company concerning the
                  adoption, implementation and compliance with the laws and
                  regulations included in the Company's regulatory compliance
                  functions and assess the impact of significant regulatory
                  changes, or any other significant matters that may have a
                  bearing on the Company.
Other Audit Committee Responsibilities
1.                Annually prepare a report to shareholders as required by the
                  SEC. The report should be included in the Company's annual
                  proxy statement.
2.                Perform any other activities consistent with this Charter,
                  the Company's By-laws, and governing law, as the Committee
                  or the Board deems necessary or appropriate.
3.                Maintain minutes of meetings and periodically report to the
                  Board of Directors on significant results of the foregoing