AMENDMENT NUMBER TWO TO THE 1993 LONG-TERM INCENTIVE PLAN OF FOSSIL, INC.

AMENDMENT NUMBER TWO

TO THE

1993 LONG-TERM INCENTIVE PLAN

OF

FOSSIL, INC.

The following Amendment to the 1993 Long-Term Incentive Plan of Fossil, Inc. (The “Incentive Plan”), as authorized by the Board of Directors of Fossil, Inc. (the “Company”), is adopted as of the effective date specified herein:

The first sentence of paragraph 4 of the Incentive Plan is amended to read as follows:

“Common Stock Available for Award.  There shall be available for Awards granted wholly or partly in Common Stock  (including rights or options which may be exercised for or settled in Common Stock) during the term of this Plan an aggregate of 3,525,000 shares of Common Stock.”

This amendment shall become effective immediately upon the approval of the Amendment by the Stockholders of the Company at the 1998 Annual Meeting of Stockholders.