Exhibit 10.106a Tiffany & Co.

Report on Form 8-K Dated February 2, 2009

AMENDMENT NO. 1
TO THE
TIFFANY AND COMPANY
AMENDED AND RESTATED
EXECUTIVE DEFERRAL PLAN

The Tiffany and Company Amended and Restated Executive Deferral Plan as previously amended (the "Plan") is hereby further amended as follows effective January 1, 2006:

1. The following language is hereby inserted as the fifth (5th) paragraph of the Plan:

WHEREAS, effective January 1, 2006, Tiffany and Company and its parent corporation further amended such plan to change the Enrollment Period to the months of January through June each year, and to update such plan to reflect current operational practices.

     2. In Article I, the definition for "Deferral  Agreement" is hereby deleted
in its entirety and replaced with the following:

     "Deferral  Agreement"  means a written or  electronic  agreement  between a
     Participant  and the  Employer,  whereby  a  Participant  agrees to defer a

portion of his Compensation and the Employer agrees to provide benefits pursuant to the provisions of this Plan.

     3. In Article I, the definition for "Determination  Date" is hereby deleted
in its entirety and replaced with the following:

     "Determination  Date" shall mean the last business day of every month,  for
     each Participant,  his date of death,  Retirement,  or other termination of

employment with Employer and, with respect to Independent Directors only, termination of service as a Director.

4. In Article I, the definition for "Enrollment Period" is hereby deleted in its entirety and replaced with the following:

"Enrollment Period" means, with respect to any Plan Year, the months of January through June in the year preceding such Plan Year. The Enrollment Period may be

extended through July in the year preceding such Plan Year, upon an Eligible Employee's request and at the Administrator's discretion. With respect to a person who becomes an Eligible Employee during the course of a Plan Year, in respect of such Plan Year the Enrollment Period means the thirty day period following the date he becomes an Eligible Employee.

5. In Article III, the last sentence of paragraph 3.1 is hereby deleted in its entirety and replaced with the following:

Subject to the rules set forth in Section 3.2 below, each Eligible Employee shall file a Deferral Agreement with the Administrator or his appointee during the applicable Enrollment Period for each Plan Year.

6. In Article III, paragraph 3.2 is hereby deleted in its entirety and replaced with the following:

Throughout any one Plan Year, a Participant may defer all or any portion of his Compensation, except that a Participant may not defer: less than $2,000 in any Plan Year ending on or before December 31, 2002 or less than $1,000 in any other Plan Year (except Plan Years in which the Participant elects not to defer any portion of his Compensation); more than 50% of Base Compensation in any Plan Year; more than 90% of Bonus Compensation payable in any Plan Year ending after December 31, 2002; or, for a person who becomes an Eligible Employee during the course of a Plan Year, any portion of Base Compensation or Bonus Compensation applicable to services performed prior to the Eligible Employee's date of election in that Plan Year.

7. In Article IV, the last sentence of paragraph 4.6 is hereby deleted in its entirety and replaced with the following:

A Participant may change his investment selection at any time throughout the course of each Plan Year. Notwithstanding the foregoing sentence, the Administrator retains the discretion to restrict the quantity of investment changes made by a Participant in a Plan Year, should that Participant's investment changes indicate market timing or other abuse.

IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of July, 2006.

/s/ Patrick B. Dorsey
----------------------------
Patrick B. Dorsey
Senior Vice President and General Counsel
Tiffany and Company

AMENDMENT NO. 2
TO THE
TIFFANY AND COMPANY
AMENDED AND RESTATED
EXECUTIVE DEFERRAL PLAN

The Tiffany and Company Amended and Restated Executive Deferral Plan as previously amended (the "Plan") is hereby further amended as follows effective December 31, 2008:

1. The following language is hereby inserted as the sixth (6th) paragraph of the Plan:

WHEREAS, effective December 31, 2008, Tiffany and Company further amended such plan to change the definition of Termination of Service to ensure compliance with Section 409A of the Code.

2. In Article I, the definition for "Termination of Service" is hereby deleted in its entirety and replaced with the following:

"Termination of Service" means, with respect to Participant, a termination of services provided by the Participant to the Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Section 409A of the Code and Section 1.409A-1(h) of the Regulations. In determining whether a Participant has experienced a Termination of Service, the following provisions shall apply:

(i) Termination of Service shall occur when the Participant has experienced a termination of employment with the Employer. A Participant shall be considered to have experienced a termination of employment for this purpose when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed by the Participant for the Employer after the applicable date, or (B) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

(ii) If the Participant is on military leave, sick leave, or other bona fide leave of absence, other than a disability leave, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of December, 2008.

/s/ Patrick B. Dorsey
----------------------------
Patrick B. Dorsey
Senior Vice President and General Counsel
Tiffany and Company

Exhibit 10.114 Tiffany & Co.

Report on Form 8-K Dated February 2, 2009

1994 TIFFANY AND COMPANY
SUPPLEMENTAL RETIREMENT INCOME PLAN
Amended and Restated as of January 31, 2009

WHEREAS, Tiffany and Company, a New York Corporation, does hereby intend by the following instrument to establish an unfunded supplemental retirement plan for the benefit of a select group of management or highly compensated employees; and

WHEREAS, Tiffany and Company recognizes that certain executives possess an intimate knowledge of the business and affairs of Tiffany and Company and its policies, methods, personnel and problems and that the contributions of these executives are essential to the company's continued growth and success; and

WHEREAS, Tiffany and Company wants to provide selected executives with supplemental retirement income in order to induce selected executives to remain employed by Tiffany and Company until their retirement; and

WHEREAS, Tiffany and Company replaced its prior Supplemental Retirement Income Plan which became effective the 20th day of October, 1989 with this Plan; and

WHEREAS, Tiffany revised this Plan this effective September 18, 2003, which revisions are reflected in this document; and

WHEREAS, Tiffany revised this Plan effective February 1, 2007 to modify age and service requirements for early retirement, which revisions are reflected in this document; and

WHEREAS, Tiffany revised this Plan effective December 31, 2008 to modify this Plan's terms relating to commencement of retirement benefits under this Plan, due to restrictions imposed under the Internal Revenue Code, which revisions are reflected in this document; and

WHEREAS, Tiffany revised this Plan effective January 31, 2009 to modify this Plan's terms relating to effect of a "Change of Control" as defined below;

NOW, THEREFORE, to carry the above intentions into effect, and intending to be legally bound hereby, Tiffany and Company does enter into this Plan effective the 1st day of February, 1994.

This Plan shall be known as the
1994 TIFFANY AND COMPANY

SUPPLEMENTAL RETIREMENT INCOME PLAN

ARTICLE I
DEFINITIONS

FOR THE PURPOSES OF THIS PLAN, THE FOLLOWING CAPITALIZED TERMS AND PHRASES SHALL HAVE THE MEANINGS ASCRIBED TO THEM BELOW:

"Actuarial Equivalent" means the equivalent value of each form of payment, computed in accordance with accepted actuarial principles and on the basis of the same factors then required for use under the Pension Plan and the Excess Plan for the computation of the Participant's Pension Benefit.

"Administrator" means the individual appointed to administer the Plan pursuant to Article VII.

"Affiliate" means any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

"Applicable Interest Rate" means, for any period, the rate of interest on one-year U.S. Treasury securities (constant maturities), determined as of the month preceding the first month of such period.

"Average Final Compensation" means, with respect to a Participant, his average Compensation during those five years of his last ten years of Creditable Service in which his Compensation was highest. If an Employee has less than five years of Creditable Service or less than five Plan Years in which he accrued Creditable Service, as the case may be, his or her "Average Final Compensation" shall be computed as the average of his or her Compensation over all such years.

"Beneficiary" means the person, persons, trust or other entity, designated by written revocable designation filed with the Administrator by the Participant to receive payments under this Plan in the event of the Participant's death. In the event Participant fails to effectively make such a designation, the Beneficiary shall be the personal representative of the Participant's estate.

"Benefit" means, with respect to each Participant, the benefit to which Participant is entitled under Sections 3.2 or 3.3 of this Plan.

"Cause" shall mean a termination of Participant's employment which is the result of:

(i) Participant's conviction or plea of nolo contendere to a felony or any other crime involving financial impropriety or which would tend to subject Employer or any of its Affiliates to public criticism or materially interfere with Participant's continued service to Employer;

(ii) Participant's willful violation of the Code of Conduct;

(iii) Participant's willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant's superior (other than any such failure resulting from Participant's incapacity due to physical or mental illness, any such actual or anticipated failure resulting from a resignation by Participant for Good Reason, or any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Employer, which demand specifically identifies the manner in which Participant has not substantially performed Participant's duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand;

(iv) Participant's gross negligence in the performance of Participant's duties and responsibilities materially injurious to the Employer;

(v) Participant's willful breach of any material obligation that Participant has to Parent or Employer under any written agreement that Participant has with either Parent or Employer;

(vi) Participant's fraud or dishonesty with regard to Employer or any of its Affiliates;

(vii) Participant's failure to reasonably cooperate in any investigation of alleged misconduct by Participant or by any other employee of Parent, Employer or any Affiliate of Parent or Employer;

(viii) Participant's death; or

(ix) Participant's Disability.

For purposes of the previous sentence, no act or failure to act on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that Participant's action or omission was in the best interests of, Parent, Employer or an Affiliate of Parent or Employer. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause with respect to items (i) through (vii) unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Employer Board at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with Participant's counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth in any of items (i) through (vii) above.

"Change in Control." A Change in Control shall be deemed to have occurred if:

(i) any Person, or any syndicate or group deemed to be a person under
Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Parent representing Thirty-five percent (35%) or more of the combined voting power of Parent's then outstanding securities entitled to vote in the election of directors of Parent;

(ii) if the Incumbent Directors cease to constitute a majority of the Parent Board; provided, however, that no person shall be deemed an Incumbent Director if he or she was appointed or elected to the Parent Board after having been designated to serve on the Parent Board by a Person who has entered into an agreement with Parent to effect a transaction described in clauses (i) through
(iv) of this definition;

(iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving Parent, in each case with respect to which the stockholders of Parent immediately prior to such transaction do not, immediately after such transaction, own more than Fifty percent (50%) of the combined voting power of the Parent or other corporation resulting from such transaction, as the case may be;

(iv) all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent.

"Change in Control Date" means the date on which a Change of Control occurs.

"Claimant" means any Participant or Beneficiary who files a claim for benefits, either directly or through an authorized representative, under Section 7.7 of this Plan.

"Committee" means the Compensation Committee of the Parent which shall have authority over this Plan.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Code of Conduct" shall mean Parent's (i) Code of Business and Ethical Conduct for

Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Parent and (ii) Business Conduct Policy - Worldwide, as amended from time to time prior to the Change of Control Date and as in effect as of the Change of Control Date.

"Compensation" means the actual base salary paid to Participant for services rendered to the Employer (exclusive of amounts attributable to the exercise of employee stock options), including straight time for all hours worked, commissions, bonuses, premiums and incentives (in the case of any Employee shown in the attached Schedule "A", the reference to Employer for purposes of this definition only shall also refer to Affiliates of the Employer prior to October 15, 1984; for the purposes of this definition "Affiliate" shall mean any member of the controlled group of companies of which the Employer was a member within the meaning of Section 414(b), (c) and (m) of the Code at such prior time) including any pre-tax elective deferrals to any Employer sponsored retirement savings plan or cafeteria plan, qualified pursuant to Section 401(k) or Section 125 of the Code, and any pre-tax elective deferrals to the Tiffany and Company Executive Deferral Plan, but excluding all other Employer contributions to benefit plans and all other forms of remuneration or reimbursement.

"Creditable Service" means "Creditable Service" under the Pension Plan.

"Disability" means a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, and by reason of which a Participant is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company.

"Early Retirement" means any Separation from Service by a Participant (other than by reason of death) after attaining Minimum Age and Service but prior to attaining Retirement Age.

"Effective Date" means February 1, 1994.

"Eligible Employee" means an employee of an Employer appointed an officer of Tiffany & Co., a Delaware corporation, and having the title of "Chief Executive Officer," "President", "Executive Vice President" or "Senior Vice President" and such other highly compensated employees identified and approved by the Committee from time to time. No employee shall be deemed an Eligible Employee unless at the time of such appointment, or identification and approval, such employee is entitled to participate in the Pension Plan as in effect at that time. For the avoidance of doubt, Schedule I attached includes a complete list of all Participants in the Plan as of January 31, 2009.

"Employer" means Tiffany and Company and any successor organization, or any other business entity which adopts this Plan with consent of Parent.

"Employer Board" means the Board of Directors of Employer.

"Employment" means the status of being employed by Employer including periods of active employment and other periods for which the Eligible Employee is listed as an employee of Employer in the payroll records of Employer and periods during which the Eligible Employee is on a Leave of Absence and "Employed" means of the status of Employment.

"Entry Date" means February 1, 1994 and each January 1 of each calendar year thereafter.

"Excess Plan" means the 2004 Tiffany and Company Un-Funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

"Good Reason" means Participant's resignation from employment with Employer as a result of any of the following:

(i) a meaningful and detrimental alteration in Participant's position or the nature or status of Participant's responsibilities (including reporting responsibilities) from those in effect immediately before the Change in Control Date;

(ii) a material failure by Employer to pay Participant a bonus or incentive award commensurate with the bonus paid others at Participant's job level (expressed as a percentage of target bonus) unless such failure is justified by clear and objective deficiencies of the business units for which Participant is responsible; or

(iii) the relocation of the office of Employer where Participant was employed immediately prior to the Change in Control Date to a location which is more than 50 miles away or should Employer require Participant to be based more than 50 miles away from such office (except for required travel on the Employer's business to an extent substantially consistent with Participant's customary business travel obligations in the ordinary course of business prior to the Change in Control Date); or

(iv) any Substantial Change.

"Incumbent Directors" means those individuals who were members of the Parent Board as of January 15, 2009 and those individuals whose later appointment to such Board, or whose later nomination for election to such Board by the stockholders of Parent, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of January 15, 2009, or whose election or nomination for election was previously so approved.

"Involuntary Termination" means (i) Participant's termination of employment by Employer without Cause or (ii) Participant's resignation of employment with the Employer following the Change of Control Date for Good Reason.

"Leave of Absence" means any absence from employment, with or without pay, authorized by Employer which would not result, on the first anniversary of the first day of such continuing period of absence, in a "Discontinuance of Active Employment Date" under the Pension Plan.

"Minimum Age and Service" means, with respect to any Participant, that such Participant has attained age fifty-five (55) with at least ten (10) consecutive Years of Service with Employer.

"Parent Board" means the Board of Directors of Parent.

"Participant" means any Eligible Employee who has met the conditions for participation as set forth in Article II.

"Plan" means the 1994 Tiffany and Company Supplemental Retirement Income Plan as described in this instrument, as amended from time to time.

"Plan Year" means a "Plan Year" under the Pension Plan.

"Pension Benefit" means, with respect to each Participant, the annual retirement allowance to which Participant is entitled at Retirement payable from the Pension Plan and the Excess Plan and actuarially determined on the basis of an annuity for Participant's life utilizing actuarial assumptions as pertain for all other purposes of said Pension Plan and the Excess Plan whether or not such retirement allowance is actually paid, and regardless of any optional form of benefit payment elected under the Pension Plan and the Excess Plan by said Participant.

"Pension Plan" means the Tiffany and Company Pension Plan as such Pension Plan may be amended from time to time.

"Permitted Retirement" means, with respect to each Participant, the earlier of the date on which he takes Early Retirement or Retirement.

"Person" means any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

"Retirement" means any Separation from Service by a Participant (other than by reason of death) after attaining Retirement Age.

"Retirement Age" means age sixty-five (65).

"Scheduled Benefit Commencement Date" means the date as of which benefits under the Plan are scheduled to commence, as determined in accordance with Sections 3.2, 3.3, or 6.1, determined without regard to the provisions of Section 3.9.

"Separation from Service" means, with respect to Participant, a termination of services provided by the Participant to the Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Section 409A of the Code and Section 1.409A-1(h) of the Regulations. In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(i) Separation from Service shall occur when the Participant has experienced a termination of employment with the Employer. A Participant shall be considered to have experienced a termination of employment for this purpose when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed by the Participant for the Employer after the applicable date, or (B) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

(ii) If the Participant is on military leave, sick leave, or other bona fide leave of absence, other than a disability leave, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

"Social Security Benefit" means the amount of the Participant's anticipated unreduced primary insurance benefit under Title II of the Federal Social Security Act computed on the basis of such Act in effect at Permitted Retirement, and consisting of that annual amount to which the Participant would upon proper application be entitled at Retirement

Age irrespective of earnings he may be receiving or might receive in excess of any limit on earnings for full entitlement to such benefit. When used in connection with the computation of a Benefit payable under Section 3.3 of the Plan, "Social Security Benefit" shall mean the said Social Security Benefit computed on the assumption that the Participant will continue to receive Compensation until age 65 for purposes of Social Security in the same amount as in effect on the date of his Permitted Retirement. With respect to periods for which the Participant's actual compensation for Social Security purposes is not available, the Social Security Benefit shall be calculated on the assumption that the Participant has compensation for Social Security purposes after 1951, or age 22 if later, and prior to his or her last date of hire or rehire by Employer which increased 6 percent (6%) each year to his or her Compensation on such date of hire or rehire by Employer.

"Substantial Change" means any material change in the terms or conditions of Participant's employment (including in salary or target bonus) following a Change of Control Date that is less favorable to Participant than those in effect previous to the Change of Control Date other than (i) a change that has been made on an across-the-board basis for substantially all of Employer's employees or (ii) a change in equity-based compensation (including the reduction or elimination thereof) resulting from the Change in Control.

"Vested" means that Participant's Benefit has become nonforfeitable as specified in Sections 3.6, 3.7 and 6.1 below.

"Year of Service" means a year of Creditable Service.

ARTICLE II
PARTICIPATION IN THE PLAN

2.1 Commencement of Participation. Each Eligible Employee who is an Eligible Employee on an Entry Date shall become a Participant in the Plan as of the first day of such Plan Year.

2.2 Procedure For and Effect of Admission. Each individual who becomes eligible for admission to participate in this Plan shall complete such forms and provide such data as are reasonably required by the Employer as a condition of such admission and will, on the request of Employer, submit to a physical examination by a physician and make such applications for life insurance in order that the Employer may, if Employer determines to do so, obtain a policy of life insurance for the benefit of Employer on the life of such individual in such amounts as Employer shall, in its sole discretion, determine to be necessary or desirable. By becoming a Participant, each individual shall for all purposes under this Plan be deemed conclusively to have assented to the provisions of this Plan and all amendments hereto and to the termination of the pre-existing Tiffany and Company Supplemental Retirement Income Plan which pre-existing plan became

effective the 20th day of October, 1989.

2.3 Cessation of Participation. Subject to Section 2.4 below, Participant shall cease to be a Participant the earlier of: (i) the date on which the Plan terminates, or (ii) the date of his Separation from Service. A former Participant will be deemed a Participant, for all purposes of this Plan, as long as such former Participant retains a Vested interest pursuant to the terms of Article III.

2.4 Disability. Notwithstanding any other provisions in this Plan, in the event a Participant incurs a Disability while Employed (whether or not such Disability arises out of such Employment), and for so long as such Disability continues, such Participant shall continue to be a Participant hereunder until the earlier of (i) Participant's death, (ii) Participant's Permitted Retirement or (iii) the cessation of such Disability, and Participant's Compensation in the last 12 months of his active Employment shall be deemed to be his Compensation for the purposes of this Plan during the period of such Disability. Any benefit payable to the Participant described in this Section 4 shall be payable commencing in the month following the month in which Participant attains Retirement Age.

ARTICLE III
PLAN BENEFITS

3.1 Overriding Limitation. Except as provided in this Section 3.1, under no circumstances will a Participant or a former Participant be entitled to a Benefit under this Plan unless and until he becomes entitled to payment of a Pension Benefit. In the event the Pension Plan and/or the Excess Plan shall have been terminated as of the time a Pension Benefit would have become payable under the Pension Plan to the Participant or former Participant, the Benefit under this Plan shall be calculated by application, by means of the formula set forth in Section 3.2 below, of the Pension Benefit which would have been payable to Participant under the Pension Plan and the Excess Plan as in effect on February 1, 2007, and if Participant would not have been entitled to a Pension Benefit under the Pension Plan as in effect on February 1, 2007 as of the date a Benefit would otherwise become payable hereunder, no Benefit shall be payable under this Plan.

3.2 Retirement Benefit. Commencing the first day of a month within sixty (60) days of Retirement, Employer will pay a Participant an annual Benefit calculated on the basis of such Participant's Years of Service and Average Final Compensation using the following table and then by subtracting Participant's Pension Benefit and Social Security Benefit:

                                   Benefit as a
                                   Percentage of
                                   Participant's Average
Years of Service                   Final Compensation


25 or more                         60%
20-24                              50%
15-19                              35%
10-14                              20%
less than 10                       nil%

3.3 Early Retirement Benefit. In lieu of the Benefit provided under Section 3.2 above, commencing the first day of a month within sixty (60) days of Early Retirement, Employer will pay a Participant a Benefit. For a Participant who has attained age 60, who has not attained age 65 and who has rendered 10 or more years of Creditable Service, the annual amount of such Benefit shall be the annual Benefit stated in Section 3.2 reduced by 1/12 of 5 percent for each month that Participant's Early Retirement date precedes the date that such Participant would reach Retirement Age. For a Participant who has attained age 55, who has not attained age 60 and who has rendered 10 or more years of Creditable Service, the annual amount of such benefit shall be the annual Benefit stated in Section 3.2 reduced by the sum of (i) 25 percent and (ii) 1/12th of 3 percent for each month by which his attained age at the date of his retirement is less than age 60.

3.4 Optional Benefits in Lieu of Regular Benefits.

(a) A Participant under this Plan who is not married at his Scheduled Benefit Commencement Date shall be deemed to have elected that the retirement allowance payable under this Plan be payable in the form of an annuity for the life of the Participant, with no benefits continued to any person after his death, and a Participant under this Plan who is married as of his Scheduled Benefit Commencement Date shall be deemed to have elected that the annual retirement allowance payable under this Plan be payable in the form of a reduced annuity for the life of the Participant, with 50% of such reduced annuity continued for the life of his surviving spouse, unless the Participant elects, prior to his Scheduled Benefit Commencement Date

and in accordance with Section 3.4(c), to receive payment under an optional form of benefit described in Section 3.4(b). The retirement allowance payable to married Participant, in accordance with this
Section shall be reduced as provided in Section 3.4(b).

(b) A Participant shall be permitted to elect to receive his benefit under this Plan in the form of an annuity payable for his life, with the provision that after his death an allowance of 50%, 66-2/3%, 75% or 100% of the rate of his reduced allowance, as he shall elect, shall continue during the life of, and shall be paid to, the beneficiary designated by him at the time of electing the option. The amount payable to the Participant under any optional form or annuity shall be reduced from the amount otherwise payable for his life only, so that such annuity is the Actuarial Equivalent of the amount otherwise payable for his life only.

(c) An election of an optional form of annuity shall be made at such time and in such manner as the Committee may direct, provided, however, that no election shall be given effect unless it is made prior to the Participant's Scheduled Benefit Commencement Date.

3.5 Separation from Service. No Benefit shall be or become payable to a Participant if the Participant ceases to be a Participant without obtaining a Vested interest with respect to his Benefit.

3.6 Vesting and Forfeiture of Vested Benefits.

(i) Subject to Section 3.1 above, a Participant shall have a Vested interest with respect to his Benefit upon Permitted Retirement.

(ii) Subject to Section 3.1 above, upon a Change in Control each Participant shall then have a Vested interest with respect to his Benefit as provided in Section 6.1 below.

(iii) If a Participant's benefit under the Excess Plan is forfeited as provided for in Section 3.12 of the Excess Plan then any Benefit that would otherwise be payable to a Participant or to his Beneficiary under this Plan, whether or not Vested, shall be likewise forfeited; any decision regarding such forfeiture made under or pursuant to the provisions of the Excess Plan shall be binding for all purposes of this Plan.

3.7 Adjustment, Amendment, or Termination of Vested Benefits. Notwithstanding any other provision to the contrary, the Employer may not adjust, amend, or terminate its obligations to a Participant under this Plan subsequent to that date on which Participant obtains a Vested Benefit above except as expressly provided in Section 3.6 above or 6.1 below.

3.8 Tax Withholding. To the extent required by the law in effect at the time benefits are distributed pursuant to this Article III, the Employer or its agents shall withhold any taxes required by the federal or any state or local government from payments made hereunder.

3.9 Delay of Payments. In no event shall monthly payments of an annual retirement allowance payable under this Plan be made earlier than 6 months following Participant's Separation from Service; provided that promptly following the expiration of such 6 month period, a lump sum payment will be made to such person equal to all monthly installments that would, but for the provisions of this Section 3.9, have been paid to such person under this Plan, plus interest on the monthly payments that subject to such delay, at the Applicable Interest Rate for such period. Whenever the amount of any payment under this Plan is to be determined, it shall be determined without reference to this Section 3.9 on the assumption that such payments would earlier commence as otherwise provided for in this Article III but for the effect of this Section 3.9.

ARTICLE IV
UNFUNDED PLAN

4.1 Unfunded Benefits. Benefits are payable as they become due irrespective of any actual investments the Employer may make to meet its obligations. Neither the Employer, nor any trustee (in the event the Employer elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset including any life insurance policy. To the extent a Participant or any person acquires a right to receive payments from the Employer under this Plan, such right shall be no greater than the right of any unsecured creditor of the Employer.

ARTICLE V
AMENDMENT AND TERMINATION

5.1 Plan Amendment. Subject to Sections 3.6, 3.7 and 6.1, this Plan may be amended in whole or in part by the Employer at any time.

5.2 Plan Termination. Subject to Sections 3.6, 3.7 and 6.1, the Employer reserves the right to terminate this Plan at any time but only in the event that the Employer, in its sole discretion, shall determine that the economics of the Plan have been adversely and materially affected by a change in the tax laws, other government action or other event beyond the control of the Participant and the Employer or that the termination of the Plan is otherwise in the best interest of Employer.

ARTICLE VI
CHANGE IN CONTROL

6.1 Benefits Vest in the Event of a Change in Control. On a Change in Control each Participant shall become Vested in his Benefit as provided in subsections (i) through (v) below.

(i) Payment of a Benefit to a Participant who has attained Minimum Age and Service on the Change of Control Date shall not be conditioned upon an Involuntary Termination.

(ii) Payment of a Benefit to a Participant who has not attained Minimum Age and Service on the Change of Control Date shall be conditioned upon, and shall not be paid or payable unless such Participant incurs, an Involuntary Termination; such condition shall remain in effect until such time as such Participant has attained Minimum Age and Service; following such time as such Participant attains Minimum Age and Service payment of his Benefit shall not be conditioned upon an Involuntary Termination.

(iii) In the case of a Participant subject to Subsection 6.1 (ii) above who becomes entitled to a Benefit due to an Involuntary Termination, such Benefit will be calculated using the greater of ten (10) Years of Service or actual Years of Service, and such Benefit will commence the first day of a month within sixty (60) days of the later of (a) Participant's Separation from Service, or (b) Participant's attainment of age 55.

(iv) Following a Change of Control Employer shall continue to credit all Participants who are Vested and who remain Employed with Years of Service for purposes of Section 3.2 above regardless of Employer's decision to freeze or terminate the Plan.

(v) A Change of Control shall not accelerate the date on which any person is entitled to receive a Benefit under this Plan, alter the overriding limitation set forth in Section 3.1 above or relieve Participant from the forfeiture provisions of Section 3.6 above.

ARTICLE VII
ADMINISTRATION

7.1 Appointment of Administrator. The Employer is the named fiduciary of the plan for which this document is the written instrument. The Employer shall appoint, on behalf of all Participants, an Administrator. The Administrator may be removed by the Employer at any time and he may resign at any time by submitting his resignation in writing to the Employer. A new Administrator shall be appointed as soon as possible in the event that the Administrator is removed or resigns from his position. Any person so appointed shall signify his acceptance

by filing a written acceptance with the Employer.

7.2 Administrator's Responsibilities. The Administrator is responsible for the day to day administration of the Plan. He may appoint other persons or entities to perform any of his functions. Such appointment shall be made and accepted by the appointee in writing and shall be effective upon the written approval of the Employer. The Administrator and any such appointee may employ advisors and other persons necessary or convenient to help him carry out his duties including his fiduciary duties. The Administrator shall have the right to remove any such appointee from his position.

7.3 Records and Accounts. The Administrator shall maintain or shall cause to be maintained accurate and detailed records of Participants and of their rights under the Plan. Such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by the Employer and by persons designated thereby.

7.4 Administrator's Specific Powers and Duties. In addition to any powers, rights and duties set forth elsewhere in the Plan, the Administrator shall have the following powers and duties:

A. To adopt such rules and regulations consistent with the provisions of the Plan;

B. To enforce the Plan in accordance with its terms and any rules and regulations he establishes;

C. To maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law;

D. To construe and interpret the Plan and to resolve all questions arising under the Plan;

E. To direct the Employer to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan;

F. To be responsible for the preparation, filing and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law.

7.5 Employer's Responsibility to Administrator. The Employer shall furnish the Administrator such data and information as he may require. The records of the Employer shall be determinative of each Participant's period of employment, termination of employment and the reason therefore, leave of absence, reemployment, years of service, personal data, and compensation levels.

Participants and their Beneficiaries shall furnish to the Administrator such evidence, data, or information, and execute such documents as the Administrator requests.

7.6 Liability. Neither the Administrator nor the Employer shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to his own fraud or willful misconduct; nor shall the Employer be liable to any person for such action unless attributable to fraud or willful misconduct on the part of the director, officer or employee of the Employer.

7.7 Procedure to Claim Benefits.

Initial Claim. Each Claimant must claim any benefit to which he is entitled under this Plan by a written notification to the Administrator. If a claim is wholly or partially denied, it must be so denied within a reasonable period of time, but not later than 90 days after this Plan's receipt of the claim. This initial 90-day period shall begin at the time the claim is filed, without regard to whether all the information necessary to make a benefit determination accompanies the filing. If the Administrator determines that special circumstances require an extension of time for processing the claim, he shall furnish written notice of the extension of the Claimant prior to the termination of the initial 90-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which this Plan expects to render the benefit determination. In no event shall the extension exceed a period of 90 days from the end of the initial 90-day period.

The whole or partial denial of a claim must be contained in a written notice stating the following:

A. The specific reason for the denial,

B. Specific reference to the Plan Provision on which the denial is based,

C. Description of additional information necessary for the Claimant to present his claim, if any, and an explanation of why such material is necessary, and

D. A description of this Plan's review procedures and the time limits applicable to such procedures, including a statement of the Claimant's right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974.

Request for Review. The Claimant will have sixty (60) days to request a review of the denial by the Administrator, who will provide a full and fair review. The request for review must be written and submitted to the same person who handles

initial claims. The Claimant may review pertinent documents, and may submit issues and comments in writing. Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to his benefits. The decision by the Administrator with respect to the review must be given within sixty
(60) days after receipt of the request, unless special circumstances require an extension (such as for a hearing). This initial 60-day period shall begin at the time an appeal is filed, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing. If the Administrator determines that special circumstances require an extension of time for processing the review, he shall furnish written notice of the extension to the Claimant prior to the termination of the initial 60-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which this Plan expects to render the determination on review. In no event shall the extension exceed a period of 60 days from the end of the initial 60-day period. The Administrator's review shall take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

The whole or partial denial of a claim on review must be contained in a written notice stating the following:

A. The specific reasons for the adverse determination,

B. Reference to the specific Plan Provisions on which the adverse determination is based,

C. A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant's claim for benefits, and

D. A statement of the Claimant's right to bring an action under section 502(a) of the Employee Retirement Income Security Act of 1974.

All notices and decisions written under this Section 7.7 shall be written in a manner calculated to be understood by the Claimant. The Administrator shall take all necessary steps to ensure and verify that benefit claim determinations made under this Section 7.7 are made in accordance with this Plan and that the Plan Provisions are applied consistently with respect to similarly situated Claimants. Nothing in this Section 7.7 shall be construed to preclude an authorized representative of a Claimant from acting on behalf of such Claimant in pursuing a benefit claim or appeal of a whole or partial denial, provided that the Claimant provides written authorization to the Administrator identifying such representative, signed by the Claimant under the seal of notary, prior to the authorized representative acting on his behalf.

ARTICLE VIII
MISCELLANEOUS

8.1 Supplemental Benefits. The benefits provided for the Participants under this Plan are in addition to benefits provided by any other plan or program of the Employer and, except as otherwise expressly provided for herein, the benefits of this Plan shall supplement and shall not supersede any plan or agreement between the Employer and any Participant.

8.2 Governing Law. The Plan shall be governed and construed under the laws of the State of New York as in effect at the time of its adoption.

8.3 Jurisdiction. The courts of the State of New York shall have exclusive jurisdiction in any or all actions arising under this Plan.

8.4 Binding Terms. The terms of this Plan shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators and successors.

8.5 Spendthrift Provision. The interest of any Participant or any beneficiary receiving payments hereunder shall not be subject to anticipation, nor to voluntary or involuntary alienation until distribution is actually made.

8.6 No Assignment Permitted. No Participant, Beneficiary or heir shall have any right to commute, sell, transfer, assign or otherwise convey the right to receive any payment under the terms of this Plan. Any such attempted assignment shall be considered null and void.

8.7 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.

8.8 Construction. All headings preceding the text of the several Articles hereof are inserted solely for reference and shall not constitute a part of this Plan, nor affect its meaning, construction or effect. Where the context admits, words in the masculine gender shall include the feminine and neuter genders, and the singular shall mean the plural.

8.9 No Employment Agreement. Nothing in this Plan shall confer on any Participant the right to continued employment with any Employer and, except as expressly set forth in a written agreement entered into with the express authorization of the Board of Directors of Employer, both the Participant and the Employer shall be free to terminate Participant's employment for any cause or without cause.

8.10 Section 409A Compliance. The Company intends that the Plan meet the requirements of Section 409A of the Code and the guidance issued thereunder. The Plan shall be administered, construed and interpreted in a manner consistent with that intention. In no event shall the Company have any liability or obligation with respect to taxes for which the Participant may become liable as a result of the application of Section 409A of the Code. The Plan has been administered in good faith compliance with Section 409A and the guidance issued thereunder from January 1, 2005 through December 31, 2008.

TIFFANY AND COMPANY

ATTEST:

/s/ Patrick B. Dorsey                /s/ Michael J. Kowalski
__________________________      By: ____________________________________
Patrick B. Dorsey,                   Michael J. Kowalski, Chairman
Secretary

ATTEST:

/s/ Patrick B. Dorsey               /s/ James N. Fernandez
_________________________       By: ___________________________________
Patrick B. Dorsey,                    James N. Fernandez, Executive Vice
Secretary                             President

Michael J. Kowalski James E. Quinn Beth O. Canavan James N. Fernandez Jon M. King Victoria Berger-Gross Pamela H. Cloud Patrick B. Dorsey Patrick F. McGuiness Caroline D. Naggiar John S. Petterson John R. Loring

Exhibit 10.127c Tiffany & Co.

Report on Form 8-K Dated February 2, 2009

[Form of 2009 Retention Agreement]
[Tiffany & Co. Letterhead]

[Insert Date]

[Name of Executive]
600 Madison Avenue
New York, NY 10022

Re: Retention Agreement

Dear [Executive]:

Tiffany and Company and Tiffany & Co. (respectively, "Employer" and "Parent,") wish to take steps to retain key management, it being recognized that future discussions concerning a Change of Control or a decision to cooperate in or effect a Change of Control could result in the departure or distraction of key management at a time when Parent and Employer Board would require the clear and focused attention of experienced management, unafflicted with concerns for personal financial and job security. Accordingly, in order to induce you to remain in the employ of the Employer, Parent and Employer have determined to enter into this letter agreement (this "Agreement") which addresses the terms and conditions of your employment in the event of a Change of Control.

This Agreement will provide you with certain payments and benefits should you incur an Involuntary Termination after a Change of Control Date.

An "Involuntary Termination" means (i) your termination of employment by Employer during the Term without Cause or (ii) your resignation of employment with the Employer within one (1) year of the Change of Control Date for Good Reason. The terms "Change of Control Date," "Term," "Cause," "Good Reason" and other initially capitalized words and phrases used in this letter agreement shall have the meanings ascribed to them in Appendix I attached. With respect to your specific situation, you would also have "Good Reason" to resign from employment with Employer if any of the following occurs after a Change of Control Date and within one (1) year of such Change of Control Date:

(A) at any time you are not the [insert basic description of Executive's job] of the Successor Entity or the Controlling Entity;

(B) any similar material adverse change on or after the Change in Control Date in your position or reporting responsibilities.

1. Term of Employment under This Agreement. The Term of your employment under this Agreement shall not commence unless and until a Change in Control Date occurs and shall continue thereafter until the second anniversary of the Change in Control Date.

2. Cash Payments in the Event of Involuntary Termination during the Term; Timing of Payments. In the event of your Involuntary Termination during the Term you will be paid the following amounts in cash by the Employer:

(a) your Earned Compensation; and

(b) subject to Section 8 below, a severance payment equal to the sum of (i) two times your Reference Salary and (ii) two times your Reference Bonus.

Payments under (a) and (c) above will be made within ten (10) days of your Date of Termination.

3. Benefit Continuation in the Event of Involuntary Termination During the Term. In the event of your Involuntary Termination during the Term Employer shall maintain all Benefit Plans in full force and effect, for the continued benefit of you and your eligible dependents for a maximum Benefits Continuation Period of two years. Employer's obligation under this Section 3 is subject to the following: (i) that your and your eligible dependent's continued participation is possible under the general terms and provisions of such Benefit Plans (and under the terms of any applicable funding media) and (ii) that you continue to pay an amount equal to your regular contribution under such plans for such participation. You and your eligible dependents continued participation in such plans shall also be subject to the additional conditions stated in Appendix II.

4. Notice of Termination; Employer's Opportunity to Cure. Any termination of your employment by Employer or by you during the Term shall be communicated by a Notice of Termination to the other parties hereto. No event shall constitute Good Reason for your resignation unless:

(i) your claim to that effect is communicated by you to Employer in writing within the lesser of (a) sixty (60) days of the event alleged by you to constitute Good Reason and (b) that number of days remaining in the one-year period following the Change in Control date; and

(ii) such event is not corrected by Employer or Parent in a manner which is reasonably satisfactory to you (including full retroactive correction with respect to any monetary matter) within thirty (30) days of the Employer's receipt of such

written notice from you. For the avoidance of doubt, you will be required to remain in employment during the aforesaid thirty-day cure period.

5. No Mitigation or Offset. You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer or by pension benefits paid by Employer or Employer's plans after the Date of Termination or otherwise, except as provided in the definition of "Benefit Continuation Period."

6. Legal Fees and Expenses Necessary to Enforce Agreement. The Employer shall pay or reimburse you for all costs and expenses (including, without limitation, court costs and reasonable legal fees and expenses which reflect common practice with respect to the matters involved) incurred by you as a result of any claim, action or proceeding (i) contesting, disputing or enforcing any right, benefits or obligations under this Agreement or which you reasonably claim to have or to be owed to you by Employer or Parent or (ii) arising out of or challenging the validity, advisability or enforceability of this Agreement or any provision hereof.

7. Employment during the Term. During the Term you shall be employed by Employer on the terms and conditions on which you were employed immediately prior to the Change in Control Date without any Substantial Change.

8. Limitation. Notwithstanding anything in this Agreement to the contrary, your entitlement to a payment under Section 2(b) above shall be limited (reduced) to the extent necessary so that no payment to be made to you on account of your Involuntary Termination will be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such limitation, your Net After Tax Benefit shall exceed your Net After Tax Benefit if such reduction were not made. "Net After Tax Benefit" means (i) the sum of all payments and benefits that you are entitled to receive under Section 2(b) or under any other plan or agreement that would constitute a "parachute payment" within the meaning of Section 280G of the Code, less (ii) the amount of federal income tax payable with respect to the payments and benefits described in clause
(i) above calculated at the maximum marginal income tax rate for each year in which such payments and benefits shall be paid you (based upon the rate in effect for such year as set forth in the Code at the time of the first payment of the foregoing), less (iii) the amount of excise tax imposed with respect to the payments and benefits described in clause (i) above by Section 4999 of the Code.

9. Successors; Binding Agreement; Respective Responsibilities of Parent and Employer.

(a) Assumption by Successor. Parent and Employer will each require their respective successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of either, to expressly

assume and to agree to perform this Agreement for your benefit in the same manner and to the same extent that the Parent or the Employer, as the case may be, would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve either the Parent or the Employer of its obligations hereunder, and no failure to expressly assume and agree to perform this Agreement shall relieve any successor of its obligations under this Agreement by operation of law.

(b) Enforceability; Beneficiaries. This Agreement shall be binding upon, inure to the benefit of and be enforceable by you (and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees) and the Parent and Employer and any Person(s) which succeeds to substantially all of the business or assets of the Parent or Employer, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Parent or Employer or otherwise, including, without limitation, as a result of a Change in Control or by operation of law.

(c) Joint and Several Liability. Parent shall be jointly and severally liable with Employer for all Employer's obligations hereunder and Employer shall be jointly and severally liable with Parent for all Parent's obligations hereunder.

10. Notices. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when hand-delivered or when mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to Parent or Employer, to the Boards of Directors, Tiffany & Co. and Tiffany and Company, 600 Madison Avenue, New York, NY 10022, Attn. Legal Department, or, if to you, to you at the address set forth on the first page of this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

11. Miscellaneous.

(a) Amendments, Waivers, Etc. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, No waiver by either party hereto any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provision or conditions at the same or at any later or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter here have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof. Without limiting the generality of the foregoing, this Agreement supersedes all prior Retention Agreements between the parties, it being understood and agreed that any such prior Retention Agreement shall be deemed voluntarily surrendered by you in exchange for this Agreement. Parent, acting through the Compensation

Committee of the Parent Board, reserves the unilateral right to add additional events that shall constitute a Change in Control to reflect changing techniques for effecting corporate changes in control; such right may not be exercised after the occurrence of such an event.

(b) Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(c) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d) No Contract of Employment. Nothing in this Agreement shall be construed as giving you any right to be retained in the employ of Employer or Parent nor shall it affect the terms and conditions of your employment with Employer prior to the commencement of the Term hereof. Failing the occurrence of a Change in Control Date your employment shall continue to be "at will," meaning that either you or Employer may terminate your employment with or without cause, for any reason or no reason, with or without notice.

(e) Withholding. Amounts paid to you hereunder shall be subject to all applicable federal, state and local withholding taxes.

(f) Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a Benefit Plan which provides otherwise, shall be paid in cash from the general funds of Employer or Parent, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. You will have no right, title or interest whatsoever in or to any investments which Employer or Parent may make to aid it in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from Employer or Parent hereunder, such right shall be no greater than the right of an unsecured creditor of Parent or Employer, as the case may be.

(g) Headings. The headings contained in this Agreement are intended solely for convenience of reference and shall not affect the rights of the parties to this Agreement.

(h) Governing Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of New York applicable to contracts entered into and to be performed in this State.

If this letter set forth our agreement on the subject matter hereof, kindly sign and return to Employer the enclosed copy of this letter which will then constitute the agreement among us on this subject.

Sincerely,

TIFFANY & CO. ("Parent")

By: _________________________________
Name: Michael J. Kowalski
Title: Chairman and Chief Executive Officer

TIFFANY AND COMPANY ("Employer")

By: _________________________________
Name: Michael J. Kowalski
Title: Chairman and Chief Executive Officer

Agreed to as of this _____ day of _______ 200__

Attachment: Appendices I through II

1

Appendix I -- Definitions

For purposes of the Agreement, the following initially capitalized words shall have the meanings set forth below:

"Affiliate" shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

"Benefit Continuation Period" means the period beginning on your Date of Termination and ending following the period of years stated in Section 3, provided that such period shall earlier terminate on the commencement date of equivalent benefits from your new employer or your attainment of age sixty-five
(65), whichever first occurs.

"Benefit Plan" mean all insured and self-insured employee medical and dental welfare benefit plans in which you were entitled to participate immediately prior to your Date of Termination.

"Cause" shall mean a termination of your employment during the Term which is the result of:

(i) your conviction or plea of nolo contendere to a felony or any other crime involving financial impropriety or which would tend to subject Employer or any of its Affiliates to public criticism or materially interfere with your continued service to Employer;

(ii) your willful violation of the Code of Conduct;

(iii) your willful failure or refusal to perform substantially all such proper and achievable directives issued by your superior (other than any such failure resulting from your incapacity due to physical or mental illness, any such actual or anticipated failure resulting from a resignation by you for Good Reason, or any such refusal made by you in good faith because you believe such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to you on behalf of Employer, which demand specifically identifies the manner in which you have not substantially performed your duties, and which performance is not substantially corrected by you within ten (10) days of receipt of such demand;

(iv) your gross negligence in the performance of your duties and responsibilities materially injurious to the Employer;

(v) your willful breach of any material obligation that you have to Parent or Employer under any written agreement that you have with either Parent or Employer;

(vi) your fraud or dishonesty with regard to Employer or any of its Affiliates;

(vii) your failure to reasonably cooperate in any investigation of alleged misconduct by you or by any other employee of Parent, Employer or any affiliate of Parent or Employer;

(viii) your death; or

(ix) your Disability.

For purposes of the previous sentence, no act or failure to act on your part shall be deemed "willful" unless done, or omitted to be done, by you in bad faith toward, or without reasonable belief that your action or omission was in the best interests of, Parent, Employer or an Affiliate of Parent or Employer. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause with respect to items (i) through (vii) or item (ix) unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Employer Board at a meeting called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth in items (i), (ii), (iii), (iv), (v),
(vi), (vii) or (ix) above.

"Change in Control." A Change in Control shall be deemed to have occurred if:

(i) any Person, or any syndicate or group deemed to be a person under
Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Parent representing Thirty-five percent (35%) or more of the combined voting power of Parent's then outstanding securities entitled to vote in the election of directors of Parent;

(ii) if the Incumbent Directors cease to constitute a majority of the Parent Board; provided, however, that no person shall be deemed an Incumbent Director if he or she was appointed or elected to the Parent Board after having been designated to serve on the Parent Board by a Person who has entered into an agreement with Parent to effect a transaction described in clauses (i) through
(iv) of this definition;

(iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving Parent, in each case with respect to which the stockholders of Parent immediately prior to such transaction do not, immediately after such transaction, own more than Fifty percent (50%) of the combined voting power of the Parent or other corporation resulting from such transaction, as the case may be;

(iv) all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent.

"Change in Control Date" shall mean the date on which a Change of Control occurs.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

"Code of Conduct" shall mean Parent's (i) Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company and (ii) Business Conduct Policy - Worldwide, as amended from time to time prior to the Change of Control Date and as in effect as of the Change of Control Date.

"Common Stock" shall mean the common stock of Parent.

"Controlling Entity" shall mean the Controlling Person of the Successor Entity if such a Controlling Person exists; otherwise "Controlling Entity" shall mean the Successor Entity.

The "Controlling Person" of any Person shall mean the Person which ultimately controls such first Person and all other Affiliates of such first Person, directly or indirectly, through ownership of voting stock or otherwise.

Your "Date of Termination" shall mean:

(i) if your employment is terminated for Disability, thirty (30) days after a Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period);

(ii) if your employment is terminated by Employer in an Involuntary Termination, five (5) days after the date the Notice of Termination is received by you;

(iii) if your employment is terminated by Employer for Cause (other than Disability), the later of the date specified in the Notice of Termination or ten (10) days following the date such Notice is received by you;

(iv) if you resign and specify Good Reason, thirty (30) days after the date your Notice of Termination is received by Employer unless Employer has corrected the matter as provided for in Section 4(c); and

(v) if you resign and fail to specify Good Reason, the date set forth in your Notice of Termination, which shall be no earlier than ten
(10) days after the date such notice is received by Employer.

"Disability" shall mean your incapacity due to physical or mental illness which causes you to be absent from the full-time performance of your duties with Employer for six (6) consecutive months provided, however, that you shall not be determined to be subject to a Disability for purposes of this Agreement unless you fail to return to full-time performance of your duties with Employer within thirty (30) days after written Notice of Termination due to Disability is given to you.

"Earned Compensation" shall mean:

(i) any earned but unpaid base salary through your Date of Termination at the rate in effect at the time of the Notice of Termination and any earned bonus or incentive award for any completed fiscal year that remains unpaid;

(ii) all unused vacation time which you may have accrued as of your Date of Termination; and

(iii) a portion of your Reference Bonus pro-rated for your service during the fiscal year in which your Involuntary Termination occurs, calculated on the assumption that all performance targets (including your individual performance targets and sales and earnings targets applicable to the Employer and/or to the Successor Entity) have been or will be achieved.

"Employer" shall mean Tiffany and Company, a New York corporation, and any successor to its business and/or assets by operation of law or otherwise.

"Employer Board" shall mean the Board of Directors of Employer.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

"Excise Tax" shall mean the excise tax imposed by Section 4999 of the Code and interest or penalties with respect to such excise tax.

"Good Reason" means, in addition to those reasons stated in the body of the Agreement, your resignation from employment with Employer as a result of any of the following:

(i) a meaningful and detrimental alteration in your position or the nature or status of your responsibilities (including your reporting responsibilities) from those in effect immediately before the Change in Control Date;

(ii) a material failure by Employer to pay you a bonus or incentive award commensurate with the bonus paid other key executives of Employer at your level (expressed as a percentage of your target bonus) unless such failure is justified by clear and objective deficiencies of the business units for which you are responsible;

(iii) the relocation of the office of Employer where you were employed immediately prior to the Change in Control Date to a location which is more than 50 miles away or should Employer require you to be based more than 50 miles away from such office (except for required travel on the Employer's business to an extent substantially consistent with your customary business travel obligations in the ordinary course of business prior to the Change in Control Date);

(iv) the failure of Employer and Parent to obtain an express agreement reasonably satisfactory to you from their successors, if any, to assume and agree to perform this Agreement, as contemplated in
Section 8(a) of the Agreement; or

(v) a material breach by Employer or Parent of this Agreement.

"Incumbent Directors" shall mean those individuals who were members of the Board of Directors of Tiffany & Co., a Delaware corporation, as of the date of this Agreement and those individuals whose later appointment to such Board, or whose later nomination for election to such Board by the stockholders of Tiffany & Co., was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of the date of this Agreement, or whose election or nomination for election was previously so approved.

"Notice of Termination" shall mean a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

"Parent" shall mean Tiffany & Co., a Delaware corporation, and any successor to its business and/or assets by operation of law or otherwise.

"Parent Boar" shall mean the Board of Directors of Parent.

"Person" shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

"Reference Bonus" shall mean the target annual bonus applicable to you for the year in which your Involuntary Termination occurs. For this purpose, the term "bonus" shall also refer to cash Incentive Award under the 2005 Employee Incentive Plan or any successor plan thereto.

"Reference Salary" shall mean the greater of (i) the annual rate of your base salary from Employer in effect immediately prior to the date of your Involuntary Termination and (ii) the highest

annual rate of your base salary from Employer in effect at any point during the three-year period ended on the Change in Control Date.

"Regulations" shall mean regulations under Section 280G of the Code, including proposed and temporary regulations, and any successor provisions thereto.

"Substantial Chang" means any material change in the terms or conditions of your employment (including in your salary or target bonus) following a Change of Control Date that is less favorable to you than those in effect previous to the Change of Control Date other than (i) a change that has been made on an across-the-board basis for substantially all of Employer's employees or (ii) a change in equity-based compensation (including a the reduction or elimination thereof) resulting from the Change in Control.

"Successor Entity" shall mean the Person who is in most immediate control, whether through voting stock ownership of one or more subsidiaries or otherwise, of the worldwide consolidated business of Parent's Affiliates, substantially as such business existed immediately prior to the Change in Control Date whether or not such Person is ultimately controlled by another Person.

"Taxes" shall mean the federal, state and local income taxes to which you are subject at the time of determination, calculated on the basis of the highest marginal rates then in effect, plus any additional payroll or withholding taxes to which you are then subject.

"Term" shall mean the term of your employment under this Agreement as defined in Section 1.

Appendix II - Benefit Continuation

(A) In the event that your participation in any Benefit Plan is barred, Employer shall, at its sole cost and expense, arrange to have issued for the benefit of you and your eligible dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which you otherwise would have been entitled to receive under such Benefit Plan pursuant to Section 3 for the Benefit Continuation Period.

(B) In lieu of the benefits provided in (A) above, if, in the reasonable opinion of Employer, such insurance is not available at a reasonable cost to the Employer, the Employer shall directly provide you and your eligible dependents with equivalent benefits (on an after-tax basis).

(C) In either of the circumstances described in (A) or (B), you shall not be required to pay any premiums or other charges in an amount greater than that which you would have paid in order participate in such Benefit Plan had your Involuntary Termination not occurred.

(D) If at the end of the Benefit Continuation Period you have not reached age sixty-five and you have not previously received or are not then receiving equivalent benefits from a new employer, Employer shall arrange to enable you to convert your and your eligible dependents' coverage under the Benefit Plans to individual policies or programs upon the same terms as employees of the Employer may apply for such conversions. Employer shall bear the cost of making such conversions available to you; you shall bear the cost of coverage under such converted policies or programs.

(E) For the purposes of Section 3 and this Appendix, a dependent will be deemed "eligible" if, at the time in question, you would, if an employee of Employer, be entitled to cover such dependent under the plan in question.

Returned Retention Agreements

Name

Michael J. Kowalski
James E. Quinn
Beth O. Canavan
James N. Fernandez
Patrick B. Dorsey
Jon M. King
Pamela H. Cloud
John S. Petterson

Note: Other Executive Officers are expected to sign and return the form.

Exhibit 10.137 Tiffany & Co.

Report on Form 8-K Dated February 2, 2009

Tiffany and Company, Registrant's New York subsidiary corporation, and the employer of Registrant's executive officers ("Tiffany"), maintains the following program to provide life insurance benefits to the executive officers.

1. Each of the executive officers owns (or has arranged for a family trust to own) a whole life insurance policy (each a "Policy" and collectively the "Policies"). Each Policy insures the life of the officer.

2. Each Policy has a cash value, which is also owned by the officer or such a trust.

3. Tiffany pays the premium on each Policy and includes the premium cost in each officer's taxable income.

4. The Policies have been written to provide flexibility to the policy holder with respect to changes in the death benefit and year-to-year premium payment requirements.

5. Subject to item 10 below, the follow assumptions and goals are used by Tiffany in calculating and making premium payments under each Policy:

o That during employment the death benefit for each officer will be equal to three times the sum of his or her salary and target bonus.
o That the officer will continue to be employed at Tiffany until age 65.
o That on retirement at age 65 the death benefit will be reduced to two times ending compensation (salary plus target bonus).
o That the officer will receive a 6% per year increase in compensation. Such an assumption is necessary in order to estimate ending compensation (see above).
o That the cash value in the Policy will continue to accrue interest at policy funding rates determined by the insurer.
o That the death benefit cost associated with each Policy will be charged to the cash value and current premiums at "term" insurance rates as the officer ages.
o That, using the foregoing assumptions, the cash value of the Policy will be large enough so that, at age 65:
o The post-retirement death benefit may be maintained effective to age 95 without payment of further premiums; and
o At age 95, the Policy will "endow" (the cash value will be equal to the post-retirement death benefit).
o The foregoing assumptions and goals assume that the officer does not reduce the cash value of his or her Policy prior to retirement.

6. In calendar years prior to 2009, Tiffany paid a "gross-up" amount into the officer's tax withholding account so that the officer effectively received the premium payments for the Policy on an income-tax-free basis.

7. Starting with calendar year 2009 Tiffany will no longer make a gross-up payment and the officer will be responsible to pay the tax on premiums paid on his or her Policy.

8. The assumptions and goals stated in item 5 above will continue to be applied to each Policy unless otherwise determined by Tiffany.

9. No formal or plan or contract exists obligating Tiffany to continue to pay premiums on any Policy.

10. The executive officers have been advised that they have no contractual right to a continuation of this benefit and that Tiffany may discontinue payment of Policy premiums or change the funding assumptions and goals at any time.

11. The executive officers have been advised that the assumptions and goal referred to in item 5 above are not representations or warranties with respect to the amount of the cash value in any Policy at any time, including on retirement.

12. The executive officers retain all rights in respect of their individual Policies, including the right to borrow against the cash value of the Policy or to surrender the Policy.

Exhibit 10.138 Tiffany & Co.

Report on Form 8-K Dated February 2, 2009

2004 TIFFANY AND COMPANY
UN-FUNDED RETIREMENT INCOME PLAN TO RECOGNIZE COMPENSATION
IN EXCESS OF INTERNAL REVENUE CODE LIMITS

Amended and Restated as of January 12, 2009

WHEREAS, Tiffany and Company, a New York Corporation, intends by this instrument to establish an unfunded plan to provide supplemental retirement benefits to executive officers and other members of a select group of management employees as a means of recruiting and retaining qualified employees; and

WHEREAS, this Plan is intended to constitute both an unfunded excess benefit plan under Section 3(36) of Title I of ERISA and a nonqualified, unfunded deferred compensation plan for a select group of management or highly compensated employees under Title I of ERISA.

WHEREAS, all benefits payable under this Plan shall be paid from the general assets of Tiffany and Company. This Plan is not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code of 1986, as amended;

WHEREAS, the full earnings of highly compensated employees are not recognized as compensation under the Tiffany and Company Pension Plan due to limitations imposed under the Internal Revenue Code; and

WHEREAS, Tiffany and Company, for purposes of calculating supplemental retirement benefits under this plan, wishes to recognize earnings that would be recognized under the Tiffany and Company Pension Plan but for such limitations and pay supplemental retirement benefits under this plan that are not subject to any limitation as to amount under the Code; and

WHEREAS, Tiffany and Company revised this plan effective February 1, 2007 to modify age and service requirements for early retirement, which revisions are reflected in this document; and

WHEREAS, Tiffany and Company further revised this plan effective November 25, 2008 to provide for benefits under a voluntary enhanced retirement incentive program referred to as Pension-Plus, and to modify this plan's terms relating to commencement of retirement benefits under this plan, due to restrictions imposed under the Internal Revenue Code, which revisions are reflected in this document; and

WHEREAS, Tiffany and Company further revised this plan effective January 12, 2009 to extend the Election Period for participation in Pension-Plus from January 12, 2009 to January 19, 2009,

NOW, THEREFORE, to carry the above intentions into effect, and intending to be legally bound hereby, Tiffany and Company does enter into this Plan effective the first day of January, 2004.

This Plan shall be known as the

2004 TIFFANY AND COMPANY
UN-FUNDED RETIREMENT INCOME PLAN TO RECOGNIZE COMPENSATION
IN EXCESS OF INTERNAL REVENUE CODE LIMITS

ARTICLE I
DEFINITIONS

FOR THE PURPOSES OF THIS PLAN, THE FOLLOWING CAPITALIZED TERMS AND PHRASES SHALL HAVE THE MEANINGS ASCRIBED TO THEM BELOW:

"Accrued Benefit" means, with respect to each Participant, the amount on a given date of the benefits provided under Section 3.2 of this Plan using Average Final Compensation, Covered Compensation and Creditable Service determined as of such date. The Accrued Benefit for any Participant may be expressed in a form which is the Actuarial Equivalent of the Accrued Benefit.

"Actuarial Equivalent" shall have the same meaning as in the Pension Plan.

"Affiliate" means, (i) for purposes of the definition of "Cause", with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly; and (ii) for purposes of the definition of "Employer", any entity that is required to be aggregated together with the Company and treated as the employer, in accordance with Section 1.409A-1(h)(3) of the Regulations.

"Applicable Interest Rate" means, for any period, the rate of interest on one-year U.S. Treasury securities (constant maturities), determined as of the month preceding the first month of such period.

"Average Final Compensation" shall have the same meaning as in the Pension Plan.

"Benefit" means, with respect to each Participant or his beneficiary, the benefit to which Participant is entitled under Article III of this Plan.

"Board" means the Board of Directors of Tiffany and Company, a New York corporation.

"Cause" means a termination of Participant's employment, involuntary on Participant's part, which is the result of:

(i) Participant's conviction or plea of no contest to a felony involving financial impropriety or a felony which would tend to subject the Company or any of its Affiliates to public criticism or materially interfere with Participant's continued service to the Company or its Affiliate;

(ii) Participant's willful and unauthorized disclosure of material "Confidential Information" (as that term is defined in the Non-Competition and Confidentiality Covenants) which disclosure actually results in substantive harm to the Company's or its Affiliate's business or puts such business at an actual competitive disadvantage;

(iii) Participant's willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant's superior (other than: (A) any such failure resulting from Participant's incapacity due to physical or mental illness, or (B) any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Company, which demand specifically identifies the manner in which Participant has not substantially performed Participant's duties, and which performance is not substantially corrected by Participant within
[ten (10)] days of receipt of such demand;

(iv) Participant's commission of any willful act which is intended by Participant to result in his personal enrichment at the expense of the Company or any of its Affiliates, or which could reasonably be expected by him to materially injure the reputation, business or business relationships of the Company or any of its Affiliates;

(v) A theft, fraud or embezzlement perpetrated by Participant upon Company or any of its Affiliates.

For purposes of this definition, no act or failure to act on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that such action or omission was in the best interests of, Company or its Affiliate. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause for the purposes of this Plan unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Board (exclusive of the Participant if Participant is a member of such Board) at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with counsel for Participant, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth above.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Committee" means the Pension Plan Committee of the Company, which shall have authority over this Plan.

"Company" shall have the same meaning as in the Pension Plan.

"Compensation" shall have the same meaning as in the Pension Plan, provided, however, that, for purposes of this Plan, the annual compensation taken into account for any Participant for any year shall not be subject to the annual compensation limit established by the Omnibus Budget Reconciliation Act of 1993 (Code Section 401(a)(17), as in effect from time to time).

"Covered Compensation" shall have the same meaning as in the Pension Plan.

"Creditable Service" shall have the same meaning as in the Pension Plan.

"Disability" means a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company.

"Early Retirement Date" shall mean, with respect to any Participant, the date such Participant first qualifies to receive a retirement allowance under the provisions of Section 3.4 below.

"Effective Date" means January 1, 2004.

"Employer" means, for purposes of the definition of "Separation from Service", the Company and its Affiliates.

"Ending Compensation" means the annual rate of Compensation from the Company in effect for the Participant at the time in question, provided that commissions, bonuses, premiums and incentives shall be determined by reference to such items paid in the last full Plan Year completed at the time in question.

"Non-Competition and Confidentiality Covenants" means an instrument in substantially the form of Exhibit A attached duly completed and executed by the Participant in question.

"Normal Retirement" means retirement at age 65, the normal retirement age under the Pension Plan.

"Normal Retirement Age" means the later of (i) Participant's 65th birthday or
(ii) the 5th anniversary from his date of hire.

"Normal Retirement Pension Benefit" means, with respect to each Participant at any point in time, the annual retirement allowance to which Participant would be entitled at Normal Retirement payable from the Pension Plan as an annuity for Participant's life, whether or not such retirement allowance is actually paid, and regardless of any optional form of benefit payment elected under the Pension Plan by said Participant based upon such Participant's Average Final Compensation, Covered Compensation and Creditable

Service, in each case as determined solely in accordance with the provisions of the Pension Plan and without reference to this Plan.

"Participant" means a participant in this Plan.

"Pension Plan" means the Tiffany and Company Pension Plan as such Pension Plan may be amended from time to time.

"Pension Benefit" shall have the same meaning as in the Pension Plan.

"Person" means any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

"this Plan" means the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of IRC Limits as described in this instrument, as amended from time to time.

"Plan Year" means a "Plan Year" under the Pension Plan.

"Regulations" means the Treasury Regulations promulgated pursuant to the Code, as amended from time to time.

"Scheduled Benefit Commencement Date" means the date as of which benefits under the Plan are scheduled to commence, as determined in accordance with Sections 3.2(a), 3.2(b), 3.7, or 3.9, determined without regard to the provisions of
Section 3.10.

"Select Management Employee" means those employees of the Company listed in Schedule I hereto who are, as of the Effective Date, actively employed by Tiffany and Company, or who thereafter return to active employment from a Company-approved approved leave of absence or disability leave and such persons who are thereafter appointed by the Board as an officer of Tiffany and Company with the title of Vice President, Group Vice President, Senior Vice President, Executive Vice President, President, Chairman of the Board, chief operating officer, chief executive officer, and any other management employee of the Company who is specifically designated a Select Management Employee by the Board; for the purpose of this definition, once a person has been appointed a Select Management Employee, he or she will be deemed, for the purposes of this Plan, to remain a Select Management Employee, regardless of subsequent change in title or responsibility. Notwithstanding the foregoing, the term Select Management Employees does not include persons (a) whose principal place of work is outside the United States and (b) who are paid their Compensation from a foreign bank or bank branch or who are eligible to receive retirement, severance or similar benefits under foreign law or as a result of foreign custom.

"Separation from Service" means, with respect to Participant, a termination of services

provided by the Participant to the Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Section 409A of the Code and Section 1.409A-1(h) of the Regulations. In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(i) Separation from Service shall occur when the Participant has experienced a termination of employment with the Employer. A Participant shall be considered to have experienced a termination of employment for this purpose when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed by the Participant for the Employer after the applicable date, or (B) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).
(ii) If the Participant is on military leave, sick leave, or other bona fide leave of absence, other than a disability leave, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.
(iii) If the Participant is on disability leave, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 29 months. If the period of disability leave exceeds 29 months, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 29-month period. For purposes of this paragraph, disability leave refers to a leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death of can be

expected to last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his position of employment or any substantially similar position of employment.

"Vested" means that the Participant has a right to his Accrued Benefit as provided for in Section 3.12 below forfeitable only as provided in Section 3.12 below.

ARTICLE II
PARTICIPATION IN THIS PLAN

2.1 Commencement of Participation. Each Select Management Employee shall automatically become a Participant in this Plan as of the latter of
(i) the Effective Date, (ii) the date he or she first becomes a Participant in the Pension Plan or (iii) the date he or she is first appointed a Select Management Employee by the Board.

2.2 Cessation of Participation and Re-commencement of Participation. A Participant shall cease to be a Participant on the earlier of: (i) the date on which this Plan terminates or (ii) the date on which he ceases to be a Participant in the Pension Plan. A former Participant shall again become a Participant in this Plan when he again becomes a Participant in the Pension Plan. Except to the extent different treatment is prescribed for former Participants pursuant to the terms of Article III below, a former Participant will be deemed a Participant, for all purposes of this Plan, as long as such former Participant retains a Vested interest pursuant to the terms of Article III below.

ARTICLE III
PLAN BENEFITS

3.1 Overriding Limitation. Except as provided in this Section 3.1, under no circumstances will a Participant or a former Participant be entitled to a Benefit under this Plan unless Participant becomes Vested in his Normal Retirement Pension Benefit. In the event the Pension Plan shall have been terminated as of the time a Pension Benefit would have become payable to Participant under the Pension Plan, the Benefit under this Plan shall be calculated by application, by means of the formula set forth in Section 3.2 below, of the Normal Retirement Pension Benefit which would have been payable to Participant under the Pension Plan as in effect on February 1, 2007; and if Participant would not have been entitled to a Pension Benefit under the Pension Plan as in effect on February 1, 2007 as of the date a Benefit would otherwise become payable hereunder, no Benefit shall be payable under this Plan.

3.2 Annual Retirement Allowance; Commencement.

(a) Subject to Section 3.12 below, any person who, subsequent to December 31, 2003 and prior to January 1, 2008 ceases to be a Participant after he is Vested and has rendered 10 or more years of Creditable Service, and any Participant who incurs a Separation from Service after December 31, 2007 after he is Vested and has rendered more than 10 years of Creditable Service, shall be entitled to an annual retirement allowance, payable in monthly installments commencing at the end of the later of (i) for a person who ceased to be a participant after December 31, 2003 and prior to January 1, 2008, the calendar month immediately following the month the person ceased to be a Participant and for a person who incurred a Separation from Service after December 31, 2007, the calendar month immediately following his Separation from Service; or (ii) the calendar month immediately following the month in which the person's 55th birthday occurs.

(b) Subject to the other provisions of this Article III, any person who, subsequent to December 31, 2003 and prior to January 1, 2008 ceases to be a Participant after he is Vested and who has not rendered 10 or more years of Creditable Service, and any Participant who incurs a Separation from Service after December 31, 2007 after he is Vested and who has not rendered 10 or more years of Creditable Service, shall be entitled to an annual retirement allowance under this Plan, payable in monthly installments, such installments to commence at the end of the later of (i) for a person who ceased to be a participant after December 31, 2003 and prior to January 1, 2008, the calendar month immediately following the month the person ceased to be a Participant and for a person who incurred a Separation from Service after December 31, 2007, the calendar month immediately following his Separation from Service; or (ii) the calendar month immediately following the month in which the person's 65th birthday occurs.

(c) Monthly installments payable under this Section 3.2 shall continue to be paid to and including the last monthly payment in the month of his death. In all cases the amount of the annual retirement allowance shall be computed in accordance with Sections 3.3, 3.4 or 3.5 below, whichever may be applicable.

3.3 Normal Retirement Benefit. The annual retirement allowance for a Vested person who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or a Participant who incurs a Separation from Service after December 31, 2007, and whose Scheduled Benefit Commencement Date is no earlier than his 65th birthday, shall be equal to (A) less (B), where (A) equals 1 percent of the person's Average Final Compensation not in excess of Covered Compensation multiplied by

the number of his years, including fractions thereof, of Creditable Service, plus 1-1/2 percent of his Average Final Compensation in excess of Covered Compensation multiplied by the number of his years, including fractions thereof, of Creditable Service, determined as of the date of his Separation from Service, and (B) equals such person's Normal Retirement Pension Benefit, determined as of the date of his Separation from Service. For purposes of calculating the value of (A) in the foregoing sentence, but not for purposes of calculating the value of (B) therein, Average Final Compensation and Covered Compensation shall be determined without regard to any limit on Compensation imposed by Section 401(a)(17) of the Code.

3.4 Early Retirement Benefit. The annual retirement allowance for a Vested person who has rendered 10 or more years of Creditable Service, and who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or incurs a Separation from Service after December 31, 2007, and whose Scheduled Benefit Commencement Date is no earlier than his 60th birthday, but prior to his 65th birthday shall be equal to the annual retirement allowance computed in accordance with Section 3.3 above reduced by 1/12th of 5 percent for each month by which his attained age at his Scheduled Benefit Commencement Date is less than age 65. The annual retirement allowance for a Vested person who has rendered 10 or more years of Creditable Service, and who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or incurs a Separation from Service after December 31, 2007, and whose Scheduled Benefit Commencement Date is after the occurrence of his 55th birthday, but prior to his 60th birthday, shall be equal to the annual retirement allowance computed in accordance with Section 3.3 above reduced by a percentage which shall be the sum of (i) 25 percent and (ii) 1/12th of 3 percent for each month by which his attained age at his Scheduled Benefit Commencement Date is less than age 60.

3.4 Early Retirement Benefit. The annual retirement allowance for a Vested person who has rendered 10 or more years of Creditable Service, and who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or incurs a Separation from Service after December 31, 2007, before the occurrence of his 55th birthday, shall be equal to the retirement allowance computed in accordance with Section 3.3 reduced to be the Actuarial Equivalent of such allowance.

3.6 Optional Benefits in Lieu of Regular Benefits.

(a) A Participant under this Plan who is not married at his Scheduled Benefit Commencement Date shall be deemed to have elected that the retirement allowance payable under this Plan be payable in the form of an annuity for the life of the Participant, with no benefits continued to any person after his death, and a Participant under this Plan who is married as of his Scheduled Benefit Commencement Date shall be deemed to have elected that the annual retirement allowance payable under this Plan be payable in

the form of an annuity for the life of the Participant, with 50% of such annuity continued for the life of his surviving spouse, unless the Participant elects, prior to his Scheduled Benefit Commencement Date and in accordance with
Section 3.6(c), to receive payment under an optional form of benefit described in Section 3.6(b). The retirement allowance payable to married Participant, in accordance with this Section shall be reduced as provided in Section 3.6(b).

(b) A Participant shall be permitted to elect to receive his benefit under this Plan in the form of an annuity payable for his life, with the provision that after his death an allowance of 50%, 66-2/3%,75% or 100% of the rate of his reduced allowance, as he shall elect, shall continue during the life of, and shall be paid to, the beneficiary designated by him at the time of electing the option. The amount payable to the Participant under any optional form or annuity shall be reduced from the amount otherwise payable for his life only, so that such annuity is the Actuarial Equivalent of the amount otherwise payable for his life only.

(c) An election of an optional form of annuity shall be made at such time and in such manner as the Committee may direct, provided, however, that no election shall be given effect unless it is made prior to the Participant's Scheduled Benefit Commencement Date

3.7 Survivorship Benefits.

(a) Upon the death prior to his Scheduled Benefit Commencement Date of a Participant who has become Vested in his Accrued Benefit, as provided in Section 3.12 of this Plan, (ii) a Participant who has attained Normal Retirement Age, (iii) subject to Section 3.12 below, the death of a former Participant who incurred a Separation from Service after he had become Vested in his Accrued Benefit there shall be payable to the Participant's or former Participant's spouse, if any, a spouse's allowance as provided for in this Section 3.7.

(b) The amount of the spouse's allowance shall be determined by
Section 3.7(d) below for the spouse of a Participant described in
Section 3.7(a)(i) or (ii) above. The amount of the spouse's allowance shall be determined by Section 3.7(e) below for the spouse of a former Participant described in Section 3.7(a)(iv) above.

(c) The spouse's allowance shall commence as of the first day of the calendar month following the month in which the Participant or former Participant died or would have attained age 55, whichever is the later.

(d) The spouse's allowance for the spouse of a person described in Section 3.7(a)(i), (ii) above shall be the greater of (i) an allowance for the life of the spouse, payable monthly, which is equal to 20 percent of the Participant's or former Participant's Ending Compensation at the earlier of the time of his death or his Separation from Service, less any spouse's allowance payable under the Pension Plan, or (ii) an allowance equal to the allowance the spouse would have received if the Participant or former Participant were deemed to have incurred a Separation from Service on the date of his death (whether or not an earlier Separation from Service occurred) and elected to receive, based on his Average Final Compensation and years of Creditable Service at his actual date of Separation from Service with the Company, the retirement allowance payable to him under Section 3.3 that would commence at the later of normal retirement age or the date of death, reduced for election of the 100% survivorship option at such deemed termination date, and continuing after his death in the same monthly amount during the life of his spouse.

(e) Unless an optional form of benefit is selected in accordance with Section 3.6(c), the spouse's allowance for the spouse of a former Participant described under Section 3.7(a)(iv) above shall equal the allowance the spouse would have received if the former Participant were deemed to have retired at the early retirement age and elected to receive, based on his Average Final Compensation and years of Creditable Service at the actual date of Separation from Service with the Company, the retirement allowance payable to him under Section 3.3, reduced for election of the 50% survivorship option at the normal retirement age and continuing after his death in a amount equal to 50% of the amount that would have been payable to the former Participant during his life.

3.8 Termination of Benefit Payments. Payment of Benefits under this Article III to a Participant, former Participant, Participant's spouse or beneficiary, or former Participant's spouse or other beneficiary shall cease with the monthly payment for the month in which such Participant, former Participant, spouse or beneficiary dies.

3.9 Disabled Participants. Notwithstanding any other provisions in this Plan, a Participant who incurs a Disability shall be treated as a Participant and shall continue to accrue Creditable Service until he dies, , becomes ineligible for further payments under such Program, or attains his 65th birthday, whichever shall first occur, and his Compensation in the last full year of his employment shall be deemed to be his annual Compensation for purposes of this Plan during such period. , Any retirement allowance payable on his account under this Plan shall be made on the basis of his age, Average Final Compensation and Creditable Service at the time he died, attained his 65th birthday, or became ineligible. Any benefit payable to the Participant described in this Section 3.9 shall be payable

commencing in the month following the month of his 65th birthday, if he is then alive. Any benefit payable to the surviving spouse of a Participant described in this Section 3.9 shall be determined in accordance with Section 3.7, provided, however, that for purposes of
Section 3.7, and not for any other purpose of this Section 3.9, the date of the Participant's death shall be treated as if it were the date on which he incurred a Separation from Service.

3.10 Delay of Payments. In no event shall monthly payments of an annual retirement allowance payable under this Plan, or any payments under
Section 3.11 below, be made earlier than 6 months following the date the payee ceased to be a Participant under this Plan; provided that promptly following the expiration of such 6 month period, a lump sum payment will be made to such person equal to all monthly installments that would, but for the provisions of this Section 3.10, have been paid to such person under this Plan, plus interest on the monthly payments that subject to such delay, at the Applicable Interest Rate for such period. Whenever the amount of any payment under this Plan is to be determined, it shall be determined without reference to this
Section 3.10 on the assumption that such payments would earlier commence as otherwise provided for in this Article III but for the effect of this Section 3.10.

3.11 Required Cash-outs of Certain Accrued Benefits. If a Participant terminates service prior to January 1, 2009 and the present value of the Vested accrued pension or survivor benefit provided under Article III hereof in respect of such Participant is equal to or less than $5,000, or if a Participant incurs a Separation from Service after December 31, 2008 and the present value of the Vested accrued pension or survivor benefit provided under Article III hereof in respect of such Participant is equal to or less than the limitation in effect under Section 402(g)(1)(B) of the Code for the year in which he incurs such Separation from Service, the person to whom such benefits would otherwise be paid in monthly installments shall receive a lump-sum distribution of the present value of the entire Vested portion of such Accrued Benefit. For the purposes of determining the present value of a Vested Accrued Benefit under this Section 3.11, actuarial assumptions used under the Pension Plan for a comparable determination under the Pension Plan shall be used. Notwithstanding any provision in this Plan to the contrary, if a former Participant who has received a lump-sum distribution of his entire non-forfeitable benefit under this Plan pursuant to this Section 3.11 is re-employed by the Company, he shall be treated as a new Employee and prior service performed by the former Participant in respect of such distribution shall be disregarded for purposes of determining his Accrued Benefit under this Plan. A lump sum payment that is payable to a Participant in accordance with this Section shall be paid on the first day of the seventh month following the month in which he incurred a Separation from Service.

3.12 Vesting and Forfeiture of Vested Benefits. A Participant shall be Vested in his Accrued Benefit under this Plan if that person is vested under the Pension Plan, provided that any Benefit that would otherwise be payable to a Participant or to

the beneficiary of any Participant shall be forfeited in the event that (i) Participant's employment with the Company is terminated by the Company for Cause, (ii) Participant voluntarily resigns from the Company prior to reaching Participant's Normal Retirement Age and fails to execute and deliver to the Company the Non-Competition and Confidentiality Covenants prior to the effective date of such resignation, or (iii) a former Participant who has executed and delivered the Non-Competition and Confidentiality Covenants breaches
Section 2 of such Covenants.

3.13 Adjustment, Amendment, or Termination of Benefit. Notwithstanding any other provision in this Plan to the contrary, the Company may not adjust, amend, or terminate its obligations to a Participant in respect of his Accrued Benefit under this Article III subsequent to that date on which Participant is Vested pursuant to Section 3.12 above except as expressly provided in Section 3.12 above.

3.14 Tax Withholding. To the extent required by the law in effect at the time benefits are distributed pursuant to this Article III, the Company or its agents shall withhold any taxes required by the federal or any state or local government from payments made hereunder.

ARTICLE IV
UNFUNDED PLAN

4.1 Unfunded Benefits. Benefits are payable as they become due irrespective of any actual investments the Company may make to meet its obligations. Neither the Company, nor any trustee (in the event the Company elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset including any life insurance policy. To the extent a Participant or any other person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured creditor of the Company.

4.2 No Contributions. Participants are neither required nor permitted to make contributions to this Plan.

ARTICLE V
AMENDMENT AND TERMINATION

5.1 Plan Amendment. Subject to Sections 3.12 and 3.13, this Plan may be amended in whole or in part by the Company at any time.

5.2 Plan Termination. Subject to Sections 3.12 and 3.13, the Company reserves the right to terminate this Plan at any time but only in the event that the Company, in its sole discretion, shall determine that the economics of this Plan have been adversely and materially affected by a change in the tax laws, other government

action or other event beyond the control of the Participant and the Company or that the termination of this Plan is otherwise in the best interest of Company. To the extent consistent with the rules relating to plan terminations and liquidations in Section 1.409A-3(j)(4)(ix) of the Regulations or otherwise consistent with Section 409A of the Code, the Company may provide that, without the prior written consent of Participants, the Participants' benefits hereunder shall be distributed in a lump sum upon termination of the Plan. Unless so distributed in accordance with the preceding sentence, in the event of a Plan termination, benefits hereunder shall continue to be paid in accordance with the foregoing provisions of the Plan.

ARTICLE VI
ADMINISTRATION AND CLAIMS PROCEDURES

6.1 Committee. The general administration of this Plan shall be the responsibility of the Committee. The Committee is the named fiduciary of this Plan for which this document is the written instrument. The Committee from time to time may establish rules for the administration of this Plan and the transaction of it business. Except to the extent the Board is required to determine whether the termination of a Participant's employment is for Cause, the Committee shall have the sole discretionary authority to determine eligibility for benefits under this Plan and to construe the terms of this Plan and resolve any ambiguities hereunder. The interpretation and construction of any provision of this Plan by a majority of the members of the Committee at a meeting shall be final and conclusive. The interest assumptions, service tables, mortality tables and such other data, procedures and methods as may be necessary or desirable for use in all actuarial calculations required in connection with this Plan shall be those used in connection with the Pension Plan, except as otherwise required by the express provisions of this Plan.

6.2 Claims Procedures. Except as provided in Section 6.3 this Section shall govern every claim for benefits under this Plan. Every claim for benefits under this Plan shall be in writing directed to the Committee or its designee. Each claim filed shall be passed upon by the Committee within a reasonable time from its receipt. If a claim is denied in whole or in part the claimant shall be given written notice of the denial in language calculated to be understood by the claimant, which notice shall: (i) specify the reason or reasons for the denial;
(ii) specify the Plan provisions giving rise to the denial; (iii) describe any further information or documentation necessary for the claim to be honored and explain why such documentation or information is necessary; and (iv) explain this Plan's review procedure. Upon the written request of any claimant whose claim has been denied in whole or in part, the Committee shall make a full and fair review of the claim and furnish the claimant with a written decision concerning it.

6.3 Challenging Forfeiture of Benefits due to Termination for Cause. If the Board, the Committee or both shall have determined that a Participant or his beneficiary shall forfeit a benefit under this Plan due to a termination of employment for Cause, such Participant (or his beneficiary in the event Participant is deceased) shall have the right to elect to challenge such forfeiture through binding arbitration held in New York City, New York under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators who shall be authorized to determine whether Cause for termination existed, but solely for the purpose of determining rights to benefits under this Plan. Without limit to their general authority, the arbitrators shall have the right to order reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the arbitrators shall be binding and enforceable without further legal proceedings in court or otherwise, provided that either party to such arbitration may enter judgment upon the award in any court having jurisdiction. The final decision arising from the arbitration shall be accompanied by a written opinion and decision which shall describe the rational underlying the award and shall include findings of fact and conclusions of law. The cost of such arbitration shall initially be borne equally to the parties to such arbitration (which parties shall be limited to the Company and the Participant (or his beneficiary)), and each party shall bear its or his own legal fees; however, the arbitrators shall have authority to award the Participant (or his beneficiary) his or her legal fees and costs if the arbitrators determine that the decision to forfeit any benefit was made in bad faith. As a condition to proceeding with such arbitration the Company may require the Participant or his beneficiary to agree, in writing, that the arbitration award will be binding upon the Participant or such beneficiary, as the case may be, in connection with rights under this Plan, and that the Participant waives any right to proceed through court proceedings. Such award shall be confidential and shall not be binding or admissible in connection with any other proceeding.

ARTICLE VII
MISCELLANEOUS

7.1 Supplemental Benefits. The benefits provided for the Participants under this Plan are in addition to benefits provided by any other plan or program of the Company and, except as otherwise expressly provided for herein, the benefits of this Plan shall supplement and shall not supersede any plan or agreement between the Company and any Participant.

7.2 Governing Law. The laws of the State of New York (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Plan, including, without limitation, its validity, interpretation, construction, administration and enforcement, except such matters as may be governed by the federal laws of the United States of America.

7.3 Designation of Forum. Any legal action or proceeding arising out of or relating to rights or benefits under this Plan shall be brought, if at all, in the United States District Court for the Southern District of New York or in any court of the State of New York sitting in New York City.

7.4 Binding Terms. The terms of this Plan shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators and successors.

7.5 Non-Alienation of Benefits. No Benefit under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge. Any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such Benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such Benefit. If any person entitled to a Benefit under this Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any Benefit under this Plan except as specifically provided in this Plan, then such Benefit shall, in the discretion of the Committee, cease and determine. In that event the Committee shall hold or apply the same for the Benefit of such person, his spouse, children, or other dependents, or any of them in such manner and in such proportion as the Committee may deem proper.

7.6 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Plan, and this Plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.

7.7 Construction. All headings preceding the text of the several Articles hereof are inserted solely for reference and shall not constitute a part of this Plan, nor affect its meaning, construction or effect. Where the context admits, words in the masculine gender shall include the feminine and neuter genders, and the singular shall mean the plural.

7.8 No Employment Agreement. Nothing in this Plan shall confer on any Participant the right to continued employment with the Company and, except as expressly set forth in a written agreement entered into with the express authorization of the Board of Directors of Company, both the Participant and the Company shall be free to terminate Participant's employment with or without Cause.

7.9 Section 409A Compliance. The Company intends that the Plan meet the requirements of Section 409A of the Code and the guidance issued thereunder. The Plan shall be administered, construed and interpreted in a manner consistent with that intention. In no event shall the Company have any liability or obligation

with respect to taxes for which the Participant may become liable as a result of the application of Section 409A of the Code. The Plan has been administered in good faith compliance with Section 409A and the guidance issued thereunder from January 1, 2005 through December 31, 2008.

TIFFANY AND COMPANY

ATTEST:

/s/ Ewa M. Zalewska                      /s/ Michael J. Kowalski
____________________________         By:____________________________________
Ewa M. Zalewska                         Michael J. Kowalski, Chairman


ATTEST:

/s/ Ewa M. Zalewska                      /s/ Patrick B. Dorsey
____________________________         By:____________________________________
Ewa M. Zalewska                         Patrick B. Dorsey, Senior Vice President

APPENDIX I

Pension-Plus 2008 -- Voluntary Enhanced Retirement Incentive Program

This Appendix I sets forth the provisions of the Plan that constitute the Voluntary Enhanced Retirement Incentive Program ("Pension-Plus 2008") authorized by the Board of Directors in 2008.

1. Definitions. In addition to the definitions set forth in Article I of the Plan, the following definitions shall apply solely for purposes of this Appendix I:

"Election Period" means the period of time beginning on November 26, 2008 and ending on January 19, 2009.

"Eligible Participants" means Participants who are employed by the Company as of January 31, 2009, are accruing benefits under the Plan as of the first day of the Election Period, and who, as of January 31, 2009, have met either of the following sets of criteria:

(i) attained at least fifty (50) years of age and ten (10) years of Creditable Service under the Plan; or

(ii) attained at least sixty (60) years of age and five (5) years of Creditable Service under the Plan.

Notwithstanding the foregoing, officers of Tiffany & Co., and officers of Tiffany and Company who, as of the first day of the Election Period, are participants in the 1994 Tiffany and Company Supplemental Retirement Income Plan, are excluded from the definition of Eligible Participants for purposes of this Appendix I and Pension-Plus 2008.

"Enhanced Retirement Benefits" means the benefits described in paragraph 3 of this Appendix I.

"Enhanced Retirement Date" means February 1, 2009 for any Eligible Participant who makes an election to participate in Pension-Plus 2008 in accordance with the provisions of paragraph 2 of this Appendix I; provided, however, that for any such Eligible Participant who timely elects to participate in Pension-Plus 2008 and whose services the Company regards as essential over the short term, the Company reserves the right, in its sole discretion, to delay such Enhanced Retirement Date to a subsequent date, which shall in no event be later than August 1, 2009.

"Pension-Plus 2008" means the program of Enhanced Retirement Benefits described in paragraph 3 of this Appendix I.

2. Election to Participate in Pension-Plus 2008. An Eligible Participant may elect to participate in Pension-Plus 2008 by electing to incur a Separation of Service on

January 31, 2009 and filing the appropriate election form with the Company (including any release required by the Company) during the Election Period. Any such election may be revoked within seven (7) days after it has been received by the Company but may not be revoked thereafter.

3. Enhanced Retirement Benefits. An Eligible Participant who elects to participate in Pension-Plus 2008 in accordance with paragraph 2 of this Appendix I shall be entitled to receive the following Enhanced Retirement Benefits, to be construed in accordance with corresponding Pension-Plus 2008 enhancements available under the Tiffany and Company Pension Plan:

(a) Such Eligible Participant shall be credited with an additional five
(5) years of Creditable Service for all purposes under this Plan;

(b) For purposes of calculating such Eligible Participant's Average Final Compensation, Compensation will be deemed to have increased, for each of the additional five (5) years of Creditable Service referenced in
Section 3(a) above, at a rate of three percent (3%) annually, compounded, based on Compensation earned by Participant under the Plan from February 1, 2008 through January 31, 2009. In determining Eligible Participant's Benefit, such Average Final Compensation will not be less than the Average Final Compensation would have been absent the Pension-Plus enhancement described in this section 3(b).

(c) For purposes of determining whether such Eligible Participant has reached age 55 under Section 3.2(a), Commencement, and for computing the amount of the early retirement benefits available under Section 3.4, such Eligible Participant's age shall be increased by five (5) years.

Exhibit 10.140b Tiffany & Co.

Report on Form 8-K Dated February 2, 2009

2009
PERFORMANCE-
BASED RESTRICTED
STOCK GRANT
Terms
Rev. I

TIFFANY & CO.
a Delaware Corporation
(the "Parent")

TERMS OF 2009 PERFORMANCE-BASED RESTRICTED STOCK GRANT
(Non-Transferable)

under the
2005 EMPLOYEE INCENTIVE PLAN
(the "Plan")

Terms Adopted January 28, 2009

1. Introduction and Terms of Grant. Participant has been granted (the "Grant") Stock Units which shall be settled by the issuance and delivery of Shares of the Parent's Common Stock. The Grant has been made under the Plan by the Stock Option Subcommittee of the Parent Board (the "Committee"). The name of the "Participant", the "Grant Date", the number of "Stock Units" granted, the "Performance Period" and the "Earnings Threshold", are stated in the attached "Notice of Grant". The other terms and conditions of the Grant are stated in this document and in the Plan. Reference to Stock Units in this document is reference to all or part of the Stock Units which are subject to the Grant, and not to other Stock Units that have been granted or that may be granted in the future.

2. Grant and Adjustment. Subject to the terms and conditions stated in this document, Participant has been granted Stock Units by the Parent. As of the Grant Date, each Stock Unit has a Settlement Value of one Share, but the number of Shares which shall be issued and delivered pursuant to the Grant on the settlement of each Stock Unit (the "Settlement Value") shall be subject to adjustment as provided in Section 4.2(c) of the Plan, to adjust for, among other corporate developments, stock splits and stock dividends. References to Settlement Values in this document shall be deemed reference to Settlement Values as so adjusted. As anticipated in Section 4.7 of the Plan, Shares that have not been issued and delivered to a Participant shall be represented by Stock Units.

3. Performance Vesting. Unless otherwise provided in sections 4 or 5 below, the Performance Portion of the Stock Units will vest three business days following the public announcement of the Parent's audited, consolidated financial results for the last fiscal year in the Performance Period (the "Maturity Date"). A Stock Unit that has vested is herein referred to as a "Vested Unit." Within thirty (30) days following the Maturity Date, the Settlement Value of each Vested Unit, shall be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Parent may make such delivery to a Service Provider. In all circumstances, a Stock Unit which fails to vest on or before the Maturity Date shall be void and shall not confer upon the owner of such Stock Unit any rights, including any right to any Share. In the event that any provision of this document would otherwise result in the issuance of a fractional Share, the Parent will not be obligated to issue such fractional Share.

The "Performance Portion" shall be 0% or 100% of the Stock Units determined as hereinafter provided:

(a) The Performance Portion shall be 0% of the Stock Units if the Earnings Threshold is not attained for any fiscal year during the Performance Period.

(b) The Performance Portion shall be 100% of the Stock Units if the Earnings Threshold is attained for any fiscal year during the Performance Period.

"Earnings" means the Parent's consolidated earnings from operations, as adjusted by the Committee as provided for below and in the Plan.

The "Earnings Threshold" is expressed in the Notice of Grant in Earnings, as so defined. The Earnings Threshold stated in the Notice of Grant applies to each of Parent's fiscal years ending January 31, 2010, 2011 and 2012.

The Earnings Threshold is a "Performance Goal". The Committee shall appropriately adjust any evaluation of attainment of a Performance Goal to exclude any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, and (v) extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial condition and results of operations appearing in said Annual Report for the applicable year.

4. Effect of Termination of Employment on Vesting. Except as provided in this
Section 4, no Stock Units shall vest if the Participant's Date of Termination occurs before the conclusion of the Performance Period:

(a) if the Participant's Date of Termination occurs by reason of death or Disability within the last fiscal year of the Performance Period, Stock Units shall vest as provided in Section 3 above as though the Participant's Date of Termination had not occurred before the conclusion of the Performance Period;

(b) if the Participant's Date of Termination occurs by reason of death or Disability within the second fiscal year of the Performance Period, 60% of Stock Units shall vest on the date of such death or Disability;

(c) if the Participant's Date of Termination occurs by reason of death or Disability within the first fiscal year of the Performance Period, 30% of Stock Units shall vest on the date of such death or Disability;

(d) if the Participant's Date of Termination occurs by reason of Cause, no Stock Units shall vest;

(e) if the Participant's Date of Termination occurs by reason of Participant's voluntary resignation, no Stock Units shall vest; and

(f) if the Participant's Date of Termination occurs at the initiative of the Participant's employer (but not for Cause) the Committee reserves the right to vest up to the following percentages of the Stock Units, but may condition such vesting upon Participant's release of the Parent and its affiliates from all claims, Participant's agreement to reasonable non-competition covenants or both:

Tiffany & Co. 2005 Employee Incentive Plan 2009 Performance-Based Stock Grant: Terms of Stock Grant Award - Rev.I Page 2

(i) 100% of the Stock Units if the Date of Termination occurs in the last fiscal year of the Performance Period;

(ii) 70% of the Stock Units if the Date of Termination occurs in the second fiscal year of the Performance Period; and

(iii) 40% of the Stock Units if the Date of Termination occurs in the first fiscal year of the Performance Period.

In the event of vesting pursuant to subsections (b) through (f) above, the Settlement Value of each Vested Unit shall, within 30 days after vesting, be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Parent may make such delivery to a Service Provider. For the avoidance of doubt, no Stock Units shall vest if the Participant's Date of Termination occurs before the start of the Performance Period.

5. Effect of Change in Control on Vesting.

(a) All Stock Units shall vest upon a Change in Control Date for a Terminating Transaction unless such Change of Control Date occurs before the start of the Performance Period in which case none of the Stock Units shall vest.

(b) In the event of a Change in Control as described in clause (i) of the definition of "Change of Control" and Participant's Involuntary Termination following the date of such Change of Control, a portion of the Stock Units shall vest upon Participant's Date of Termination. Such portion is described in subsection (d) below.

(c) In the event of a Change in Control as described in clauses (ii), (iii) or
(iv) of the definition of "Change of Control" a portion of the Stock Units shall vest upon the date of such Change of Control. Such portion is described in subsection (d) below.

(d) If vesting occurs by operation of subsection 5(b) or 5(c) above, the portion of the Stock Units that shall vest shall be determined as follows:

(i) if such vesting occurs within the last fiscal year of the Performance Period, 100% of the Stock Units shall vest;

(ii) if such vesting occurs within the second fiscal year of the Performance Period 70% of the Stock Units shall vest;

(iii) if such vesting occurs within the first fiscal year of the Performance Period 30% of the Stock Units shall vest; and

(iv) if such vesting occurs following the conclusion of the Performance Period, vesting shall occur as provided in Section 3 above regardless of the fact that Participant's Date of Termination has occurred prior to the Maturity Date.

(v) For the avoidance of doubt no vesting shall occur pursuant to subsection 5(b) or 5(c) above if the Change of Control Date occurs before the start of the Performance Period.

(e) In the event of vesting pursuant to this Section 5, the Settlement Value of each Vested Unit shall, within thirty days after vesting, be issued and delivered to or for the account of Participant in

Tiffany & Co. 2005 Employee Incentive Plan 2009 Performance-Based Stock Grant: Terms of Stock Grant Award - Rev.I Page 3

Shares. As provided for in Section 7 below, the Parent may make such delivery to a Service Provider.

6. No Dividends or Interest. No dividends or interest shall accrue or be payable upon any Stock Unit. Until a Share is issued and delivered it shall not be registered in the name of the Participant.

7. Withholding for Taxes. All distributions of Shares shall be subject to withholding of all applicable taxes as computed by the Tiffany and Parent finance department, and the Participant shall make arrangements satisfactory to the Parent to provide the Parent (or any Related Company) with funds necessary for such withholding before the Shares are delivered. Without limitation to the Parent's right to establish other arrangements, the Parent may: (i) designate a single broker or other financial services provider ("Services Provider") to establish trading accounts for Participants (each a "Participant's Trading Account"); (ii) deliver Shares to Participant's Trading Account; (iii) provide Services Provider with information concerning the applicable tax withholding rates for Participant; (iv) cause Services Provider to sell, on behalf of Participant, sufficient Shares to cover the Parent's tax withholding obligations with respect to any delivery of Shares to Participant (a "Covering Sale"); and
(v) cause Services Provider to remit funds resulting from such Covering Sale to Parent or any Related Company that is the employer of Participant. As a condition to distribution the Parent may require the Participant to provide the Services Provider with such signed applications, authorizations, powers and other documents necessary to accomplish the foregoing. Participant may, by written notice to the Parent addressed to the Parent's Secretary, and given no less than ten (10) business days before the Maturity Date or other applicable vesting date, elect to avoid such a Covering Sale by delivering with such notice a bank-certified check payable to the Parent (or other type of check or draft payable to the Parent and acceptable to the Secretary) in the estimated amount of any such withholding required, such estimate to be provided by the Tiffany and Company finance department. The Committee may approve other methods of withholding, as provided for in the Plan, before the Shares are delivered.

8. Transferability. The Stock Units are not transferable otherwise than by will or the laws of descent and distribution, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Upon any attempt to transfer the Stock Units otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Stock Units otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Grant, the Grant shall immediately terminate and become null and void.

9. Definitions. For the purposes of the Grant, certain words and phases are defined in the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term or phrase used in the Plan shall have the same meaning in this document.

10. Heirs and Successors. The terms of the Grant shall be binding upon, and inure to the benefit of, the Parent and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Parent's assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Secretary of the Parent. In the event of the Participant's death prior to the full maturity of the Grant, the Shares will be delivered to such Beneficiary to the extent that it was matured on the Participant's Termination Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant, any Shares issuable hereunder will be delivered to the Participant's estate.

11. Administration. The authority to manage and control the operation and administration of the Grant shall be vested in the Committee, and the Committee shall have all powers with respect to the Grant as it has with

Tiffany & Co. 2005 Employee Incentive Plan 2009 Performance-Based Stock Grant: Terms of Stock Grant Award - Rev.I Page 4

respect to the Plan. Any interpretation of the Grant by the Committee and any decision made by it with respect to the Grant is final and binding.

12. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of the Grant shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Parent.

Tiffany & Co. 2005 Employee Incentive Plan 2009 Performance-Based Stock Grant: Terms of Stock Grant Award - Rev.I Page 5

Appendix I -- Definitions

"Affiliate" shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

"Cause" shall mean a termination of Participant's employment which is the result of:

(i) Participant's conviction or plea of nolo contendere to a felony or any other crime involving financial impropriety or which would tend to subject Employer or any of its Affiliates to public criticism or materially interfere with Participant's continued service to Employer;

(ii) Participant's willful violation of the Code of Conduct;

(iii) Participant's willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant's superior (other than any such failure resulting from Participant's incapacity due to physical or mental illness, any such actual or anticipated failure resulting from a resignation by Participant for Good Reason, or any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Employer, which demand specifically identifies the manner in which Participant has not substantially performed Participant's duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand;

(iv) Participant's gross negligence in the performance of Participant's duties and responsibilities materially injurious to the Employer;

(v) Participant's willful breach of any material obligation that Participant has to Parent or Employer under any written agreement that Participant has with either Parent or Employer;

(vi) Participant's fraud or dishonesty with regard to Employer or any of its Affiliates;

(vii) Participant's failure to reasonably cooperate in any investigation of alleged misconduct by Participant or by any other employee of Parent, Employer or any Affiliate of Parent or Employer;

(viii) Participant's death; or

(ix) Participant's Disability.

Tiffany & Co. 2005 Employee Incentive Plan 2009 Performance-Based Stock Grant: Terms of Stock Grant Award - Rev.I Page 6

For purposes of the previous sentence, no act or failure to act on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that Participant's action or omission was in the best interests of, Parent, Employer or an Affiliate of Parent or Employer. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause with respect to items (i) through (vii) unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Employer Board at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with Participant's counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth in any of items (i) through (vii) above.

"Change in Control." A Change in Control shall be deemed to have occurred if:

(i) any Person, or any syndicate or group deemed to be a person under
Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Parent representing Thirty-five percent (35%) or more of the combined voting power of Parent's then outstanding securities entitled to vote in the election of directors of Parent;

(ii) if the Incumbent Directors cease to constitute a majority of the Parent Board; provided, however, that no person shall be deemed an Incumbent Director if he or she was appointed or elected to the Parent Board after having been designated to serve on the Parent Board by a Person who has entered into an agreement with Parent to effect a transaction described in clauses (i) through
(iv) of this definition;

(iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving Parent, in each case with respect to which the stockholders of Parent immediately prior to such transaction do not, immediately after such transaction, own more than Fifty percent (50%) of the combined voting power of the Parent or other corporation resulting from such transaction, as the case may be;

(iv) all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent.

"Change in Control Date" shall mean the date on which a Change of Control occurs except that a Change of Control which constitutes a Terminating Transaction will be deemed to

Tiffany & Co. 2005 Employee Incentive Plan 2009 Performance-Based Stock Grant: Terms of Stock Grant Award - Rev.I Page 7

have occurred as of fourteen days prior to the date scheduled for the Terminating Transaction if provisions shall not have been made in writing in connection with such Terminating Transaction for the assumption of the Option or the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Parent, with appropriate adjustments as to the number and kind of shares and prices.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

"Code of Conduct" shall mean Parent's (i) Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Parent and (ii) Business Conduct Policy - Worldwide, as amended from time to time prior to the Change of Control Date and as in effect as of the Change of Control Date.

"Common Stock" shall mean the common stock of Parent.

"Date of Termination" shall mean, with respect to any Participant, the first day occurring on or after the Grant Date on which Participant's employment with Employer terminates for any reason; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the employment of Participant between Employers; and further provided that the Participant's employment shall not be considered terminated while the Participant is on a leave of absence from the Employer approved by Employer or required by applicable law. If, as a result of a sale or other transaction, Employer ceases to be an Affiliate of Parent, the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by Employer.

"Disability" shall mean Participant's incapacity due to physical or mental illness which causes Participant to be absent from the full-time performance of Participant's duties with Employer for six (6) consecutive months provided, however, that Participant shall not be determined to be subject to a Disability for purposes of this Award unless Participant fails to return to full-time performance of Participant's duties with Employer within thirty (30) days after written Notice of Termination due to Disability is given to Participant.

"Employer" shall mean the Affiliate of Parent that employs Participant from time to time, and any successor to its business and/or assets by operation of law or otherwise.

"Employer Board" shall mean the board of directors (or other highest governing authority other than the shareholders) of Employer.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

"Good Reason" means Participant's resignation from employment with Employer as a result of any of the following:

Tiffany & Co. 2005 Employee Incentive Plan 2009 Performance-Based Stock Grant: Terms of Stock Grant Award - Rev.I Page 8

(i) a meaningful and detrimental alteration in Participant's position or the nature or status of Participant's responsibilities (including reporting responsibilities) from those in effect immediately before the Change in Control Date;

(ii) a material failure by Employer to pay Participant a bonus or incentive award commensurate with the bonus paid others at Participant's job level (expressed as a percentage of target bonus) unless such failure is justified by clear and objective deficiencies of the business units for which Participant is responsible;

(iii) the relocation of the office of Employer where Participant was employed immediately prior to the Change in Control Date to a location which is more than 50 miles away or should Employer require Participant to be based more than 50 miles away from such office (except for required travel on the Employer's business to an extent substantially consistent with Participant's customary business travel obligations in the ordinary course of business prior to the Change in Control Date); or

(iv) a Substantial Change.

"Incumbent Directors" shall mean those individuals who were members of the Parent Board as of January 15, 2009 and those individuals whose later appointment to such Board, or whose later nomination for election to such Board by the stockholders of Parent, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of January 15, 2009, or whose election or nomination for election was previously so approved.

"Involuntary Termination" means (i) Participant's termination of employment by Employer without Cause or (ii) Participant's resignation of employment with the Employer within one (1) year of the Change of Control Date for Good Reason.

"Notice of Termination" shall mean a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant's employment under the provision so indicated.

"Parent" shall mean Tiffany & Co., a Delaware corporation, and any successor to its business and/or assets by operation of law or otherwise.

"Parent Board" shall mean the Board of Directors of Parent.

"Person" shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

Tiffany & Co. 2005 Employee Incentive Plan 2009 Performance-Based Stock Grant: Terms of Stock Grant Award - Rev.I Page 9

"Retirement" shall mean the occurrence of the Participant's Date of Termination after age 65 or the occurrence of the Participant's Date of Termination after age 55 pursuant to the retirement practices of Employer.

"Substantial Change" means any material change in the terms or conditions of Participant's employment (including in salary or target bonus) following a Change of Control Date that is less favorable to Participant than those in effect previous to the Change of Control Date other than (i) a change that has been made on an across-the-board basis for substantially all of Employer's employees or (ii) a change in equity-based compensation (including the reduction or elimination thereof) resulting from the Change in Control.

"Terminating Transaction" shall mean any one of the following:

(i) the dissolution or liquidation of the Parent;

(ii) a reorganization, merger or consolidation of the Parent with one or more Persons as a result of which the Parent goes out of existence or becomes a subsidiary of another Person; or

(iii) upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Parent by another Person;

provided that none of the foregoing transactions (i) through (iii) will be deemed to be a Terminating Transaction, if as of a date at least fourteen (14) days prior to the date scheduled for such transaction provisions have been made in writing in connection with such transaction for the assumption of the Option or the substitution for the Option of a new option covering the publicly-traded stock of a successor Person, with appropriate adjustments as to the number and kind of shares and prices.

Tiffany & Co. 2005 Employee Incentive Plan 2009 Performance-Based Stock Grant: Terms of Stock Grant Award - Rev.I Page 10

Exhibit 10.144b Tiffany & Co.

Report on Form 8-K Dated February 2, 2009

TRANSFERABLE
OPTION
Terms
Rev. VI

TIFFANY & CO.
a Delaware Corporation
(the "Parent")

TERMS OF STOCK OPTION AWARD
(Transferable Non-Qualified Option)

under the
2005 EMPLOYEE INCENTIVE PLAN
(the "Plan")

Terms Adopted May 21, 1998, Revised January 21, 1999, November 15, 2001, March 7, 2005, May 19, 2005 and January 14, 2009

1. Introduction and Terms of Option. Participant has been granted a Non-Qualified Stock Option Award (the "Option") to purchase shares of the Parent's Common Stock under the Plan by the Stock Option Subcommittee of the Parent Board (the "Committee"). The name of the "Participant", the "Grant Date", the number of "Covered Shares" and the "Exercise Price" per Share are stated in the attached "Notice of Grant". The other terms and conditions of the Option are stated in this document and in the Plan.

2. Award and Exercise Price; Option Not An Incentive Stock Option. Subject to the terms and conditions stated in this document, the Option gives Participant the right to purchase the Covered Shares from the Parent at the Exercise Price. The Option is not intended to constitute an "incentive stock option" as that term is used in the Code.

3. Earliest Dates for Exercise - Cumulative Installments. Unless otherwise provided in paragraphs 4, 5 or 6 below, the Option shall become exercisable ("mature") in cumulative installments according to the following schedule:

--------------------------------------------------------------------------------------------------------------------
As of the following anniversary of         The Option shall mature with the respect to the following percentage
the Grant Date:                            ("installment") of the Covered Shares:
--------------------------------------------------------------------------------------------------------------------
One-year anniversary                                                         25%
--------------------------------------------------------------------------------------------------------------------
Two-year anniversary                                                         25%
--------------------------------------------------------------------------------------------------------------------
Three-year anniversary                                                       25%
--------------------------------------------------------------------------------------------------------------------
Four-year anniversary                                                        25%
--------------------------------------------------------------------------------------------------------------------

Once an installment of the Option matures, as provided in the above schedule, it shall continue to be exercisable with all prior installments on a cumulative basis until the Option expires.

4. Effect of Termination of Employment. An installment of the Option shall not mature if the Participant's Date of Termination occurs before the anniversary of the Grant Date on which such installment was scheduled to mature, unless the Participant's Date of Termination occurs by reason of death or Disability, in which case all installments of the Option which have not previously matured shall mature on said Date of Termination. Installments of the Option which mature on or prior to Participant's Date of Termination will remain exercisable, subject to expiration as provided in paragraph 6 below.

5. Effect of Change in Control. All installments of the Option that have not previously matured or expired shall mature upon (i) the Change of Control Date for a Terminating Transaction, failing maturity as provided in (i) above, (ii) upon Participant's Involuntary Termination following a Change of Control Date.

6. Expiration. The Option, including matured installments thereof, shall not be exercisable in part or in whole and will be deemed to have "expired" on or after the Expiration Date. The "Expiration Date" shall be the earliest to occur of:

a. the ten-year anniversary of the Grant Date;

b. if the Participant's Date of Termination occurs by reason of death, Disability or Retirement, the two-year anniversary of such Date of Termination;

c. if the Participant's Date of Termination occurs for reasons other than death, Disability, Retirement or Termination for Cause, the three month anniversary of such Date of Termination;

d. if the Participant's Date of Termination occurs by reason of Termination for Cause, the Date of Termination.

7. Methods of Option Exercise. The Option may be exercised in whole or in part as to any Shares that have matured by filing prior to the Expiration Date a written notice of exercise with the Secretary of the Parent at its corporate headquarters. Such notice shall specify the number of Shares which the Participant elects to purchase and shall be accompanied by either of the following:

a. a bank-certified check payable to the Parent (or other type of check or draft payable to the Parent and acceptable to the Secretary) in the amount of the Exercise Price for the Shares being exercised plus any tax withholding resulting from such exercise as computed by Employer; or

b. a copy of directions to, or a written acknowledgment from, an Approved Broker that the Approved Broker has been directed to sell, for the account of the owner of the Option, Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option, together with an undertaking by the Approved Broker to remit to the Parent a sufficient portion of the sale proceeds to pay the Exercise Price for the Shares exercised plus any tax withholding resulting from such exercise as computed by Employer.

In the case of exercise via method (a), the exercise shall be deemed complete on the Parent's receipt of such notice and said check or draft. In the case of exercise via method (b), the exercise shall be deemed complete on the trade date of the sale. The Committee may approve other methods of exercise, as provided for in the Plan, before the Option is exercised.

8. Withholding. All distributions on the exercise of the Option are subject to withholding of all applicable taxes. The method for withholding shall be as provided in paragraph 7 above, unless the Committee approves other methods of withholding, as provided for in the Plan, before the Option is exercised.

9. Transferability. The Option is not transferable otherwise than by will or the laws of descent and distribution or pursuant to a "domestic relations order", as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Notwithstanding the foregoing, the Option may

Tiffany & Co. 2005 Employee Incentive Plan Transferable Option: Terms of Stock Option Award - Rev. VI Page 2

be transferred by the Participant to (i) the spouse, children or grandchildren of the Participant (each an "Immediate Family Member"), (ii) a trust or trusts for the exclusive benefit of any or all Immediate Family Members, or (iii) a partnership in which any or all Immediate Family Members are the only partners, provided that (x) there may be no consideration paid or otherwise given for any such transfer, and (y) subsequent transfer of the Option is prohibited otherwise than by will, the laws of descent and distribution or pursuant to a domestic relations order. Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The provisions of paragraph 4 above shall continue to be applied with respect to the original Participant following transfer and the Option shall be exercisable by the transferee only to the extent, and for the periods specified, herein. Upon any attempt to transfer the Option otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Option otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Option, the Option shall immediately terminate and become null and void.

10. Definitions. For the purposes of the Option, certain words and phrases are defined in the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.

11. Heirs and Successors. The terms of the Option shall be binding upon, and inure to the benefit of, the Parent and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Parent's assets and business. Participant may designate a beneficiary of his/her rights under the Option by filing written notice with the Secretary of the Parent. In the event of the Participant's death prior to the full exercise of the Option, the Option may be exercised by such Beneficiary to the extent that it was exercisable on the Participant's Termination Date and up until its Expiration Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant or before full exercise of the Option, the Option may be exercised by Participant's estate to the extent that it was exercisable on the Participant's Termination Date and up until its Expiration Date.

12. Administration. The authority to manage and control the operation and administration of the Option shall be vested in the Committee, and the Committee shall have all powers with respect to the Option as it has with respect to the Plan. Any interpretation of the Option by the Committee or any decision made by it with respect to the Option shall be final and binding.

13. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of the Option shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Parent.

Tiffany & Co. 2005 Employee Incentive Plan Transferable Option: Terms of Stock Option Award - Rev. VI Page 3

Appendix I -- Definitions

"Affiliate" shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

"Approved Broker" means one or more securities brokerage firms designated by the Secretary of the Parent from time to time.

"Cause" shall mean a termination of Participant's employment which is the result of:

(i) Participant's conviction or plea of nolo contendere to a felony or any other crime involving financial impropriety or which would tend to subject Employer or any of its Affiliates to public criticism or materially interfere with Participant's continued service to Employer;

(ii) Participant's willful violation of the Code of Conduct;

(iii) Participant's willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant's superior (other than any such failure resulting from Participant's incapacity due to physical or mental illness, any such actual or anticipated failure resulting from a resignation by Participant for Good Reason, or any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Employer, which demand specifically identifies the manner in which Participant has not substantially performed Participant's duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand;

(iv) Participant's gross negligence in the performance of Participant's duties and responsibilities materially injurious to the Employer;

(v) Participant's willful breach of any material obligation that Participant has to Parent or Employer under any written agreement that Participant has with either Parent or Employer;

(vi) Participant's fraud or dishonesty with regard to Employer or any of its Affiliates;

(vii) Participant's failure to reasonably cooperate in any investigation of alleged misconduct by Participant or by any other employee of Parent, Employer or any Affiliate of Parent or Employer;

(viii) Participant's death; or

Tiffany & Co. 2005 Employee Incentive Plan Transferable Option: Terms of Stock Option Award - Rev. VI Page 4

(ix) Participant's Disability.

For purposes of the previous sentence, no act or failure to act on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that Participant's action or omission was in the best interests of, Parent, Employer or an Affiliate of Parent or Employer. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause with respect to items (i) through (vii) unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Employer Board at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with Participant's counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth in any of items (i) through (vii) above.

"Change in Control." A Change in Control shall be deemed to have occurred if:

(i) any Person, or any syndicate or group deemed to be a person under
Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Parent representing Thirty-five percent (35%) or more of the combined voting power of Parent's then outstanding securities entitled to vote in the election of directors of Parent;

(ii) if the Incumbent Directors cease to constitute a majority of the Parent Board; provided, however, that no person shall be deemed an Incumbent Director if he or she was appointed or elected to the Parent Board after having been designated to serve on the Parent Board by a Person who has entered into an agreement with Parent to effect a transaction described in clauses (i) through
(iv) of this definition;

(iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving Parent, in each case with respect to which the stockholders of Parent immediately prior to such transaction do not, immediately after such transaction, own more than Fifty percent (50%) of the combined voting power of the Parent or other corporation resulting from such transaction, as the case may be;

(iv) all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent.

Tiffany & Co. 2005 Employee Incentive Plan Transferable Option: Terms of Stock Option Award - Rev. VI Page 5

"Change in Control Date" shall mean the date on which a Change of Control occurs except that a Change of Control which constitutes a Terminating Transaction will be deemed to have occurred as of fourteen days prior to the date scheduled for the Terminating Transaction.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

"Code of Conduct" shall mean Parent's (i) Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Parent and (ii) Business Conduct Policy - Worldwide, as amended from time to time prior to the Change of Control Date and as in effect as of the Change of Control Date.

"Common Stock" shall mean the common stock of Parent.

"Date of Termination" shall mean, with respect to any Participant, the first day occurring on or after the Grant Date on which Participant's employment with Employer terminates for any reason; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the employment of Participant between Employers; and further provided that the Participant's employment shall not be considered terminated while the Participant is on a leave of absence from the Employer approved by Employer or required by applicable law. If, as a result of a sale or other transaction, Employer ceases to be an Affiliate of Parent, the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by Employer.

"Disability" shall mean Participant's incapacity due to physical or mental illness which causes Participant to be absent from the full-time performance of Participant's duties with Employer for six (6) consecutive months provided, however, that Participant shall not be determined to be subject to a Disability for purposes of this Award unless Participant fails to return to full-time performance of Participant's duties with Employer within thirty (30) days after written Notice of Termination due to Disability is given to Participant.

"Employer" shall mean the Affiliate of Parent that employs Participant from time to time, and any successor to its business and/or assets by operation of law or otherwise.

"Employer Board" shall mean the board of directors (or other highest governing authority other than the shareholders) of Employer.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

"Good Reason" means Participant's resignation from employment with Employer as a result of any of the following:

(i) a meaningful and detrimental alteration in Participant's position or the nature or status of Participant's responsibilities (including reporting

Tiffany & Co. 2005 Employee Incentive Plan Transferable Option: Terms of Stock Option Award - Rev. VI Page 6

responsibilities) from those in effect immediately before the Change in Control Date;

(ii) a material failure by Employer to pay Participant a bonus or incentive award commensurate with the bonus paid others at Participant's job level (expressed as a percentage of target bonus) unless such failure is justified by clear and objective deficiencies of the business units for which Participant is responsible; or

(iii) the relocation of the office of Employer where Participant was employed immediately prior to the Change in Control Date to a location which is more than 50 miles away or should Employer require Participant to be based more than 50 miles away from such office (except for required travel on the Employer's business to an extent substantially consistent with Participant's customary business travel obligations in the ordinary course of business prior to the Change in Control Date); or

(iv) any Substantial Change.

"Incumbent Directors" shall mean those individuals who were members of the Parent Board as of January 15, 2009 and those individuals whose later appointment to such Board, or whose later nomination for election to such Board by the stockholders of Parent, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of January 15, 2009, or whose election or nomination for election was previously so approved.

"Involuntary Termination" means (i) Participant's termination of employment by Employer without Cause or (ii) Participant's resignation of employment with the Employer within one (1) year of the Change of Control Date for Good Reason.

"Notice of Termination" shall mean a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant's employment under the provision so indicated.

"Parent" shall mean Tiffany & Co., a Delaware corporation, and any successor to its business and/or assets by operation of law or otherwise.

"Parent Board" shall mean the Board of Directors of Parent.

"Person" shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

Tiffany & Co. 2005 Employee Incentive Plan Transferable Option: Terms of Stock Option Award - Rev. VI Page 7

"Retirement" shall mean the occurrence of the Participant's Date of Termination after age 65 or the occurrence of the Participant's Date of Termination after age 55 pursuant to the retirement practices of Employer.

"Substantial Change" means any material change in the terms or conditions of Participant's employment (including in salary or target bonus) following a Change of Control Date that is less favorable to Participant than those in effect previous to the Change of Control Date other than (i) a change that has been made on an across-the-board basis for substantially all of Employer's employees or (ii) a change in equity-based compensation (including the reduction or elimination thereof) resulting from the Change in Control.

"Terminating Transaction" shall mean any one of the following:

(i) the dissolution or liquidation of the Parent;

(ii) a reorganization, merger or consolidation of the Parent with one or more Persons as a result of which the Parent goes out of existence or becomes a subsidiary of another Person; or

(iii) upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Parent by another Person;

provided that none of the foregoing transactions (i) through (iii) will be deemed to be a Terminating Transaction, if as of a date at least fourteen (14) days prior to the date scheduled for such transaction provisions have been made in writing in connection with such transaction for the assumption of the Option or the substitution for the Option of a new option covering the publicly-traded stock of a successor Person, with appropriate adjustments as to the number and kind of shares and prices.

Tiffany & Co. 2005 Employee Incentive Plan Transferable Option: Terms of Stock Option Award - Rev. VI Page 8

Exhibit 10.150a Tiffany & Co.

Report on Form 8-K Dated February 2, 2009

RESTRICTED
STOCK GRANT
Terms
Rev. IV

TIFFANY & CO.
a Delaware Corporation
(the "Parent")

TERMS OF RESTRICTED STOCK GRANT
(Non-Transferable)

under the
2005 EMPLOYEE INCENTIVE PLAN
(the "Plan")

Terms Adopted January 20, 2005, as amended March 7, 2005, May 19, 2005 and January 14, 2009

1. Introduction and Terms of Grant. Participant has been granted (the "Grant") Stock Units which shall be settled by the issuance and delivery of Shares of Common Stock. The Grant has been made under the Plan by the Stock Option Subcommittee of the Parent Board (the "Committee"). The name of the "Participant", the "Grant Date" and the number of "Stock Units" granted are stated in the attached "Notice of Grant". The other terms and conditions of the Grant are stated in this document and in the Plan. If the Participant has the title of Vice President, Group Vice President, Senior Vice President, Executive Vice President, President or Chief Executive Officer this Grant will be void unless the Participant executes and delivers to the Parent those certain Non-Competition and Confidentiality Covenants in the form approved by the Committee, such delivery to be made prior to or within 180 days after the Grant Date.

2. Grant and Adjustment. Subject to the terms and conditions stated in this document, Participant has been granted Stock Units by the Parent. As of the Grant Date, each Stock Unit has a Settlement Value of one Share, but the number of Shares which shall be issued and delivered pursuant to the Grant on the settlement of each Stock Unit (the "Settlement Value") shall be subject to adjustment as provided in Section 4.2(c) of the Plan, to adjust for, among other corporate developments, stock splits and stock dividends. References to Settlement Values in this document shall be deemed reference to Settlement Values as so adjusted. As anticipated in Section 4.7 of the Plan, Shares that have not been issued and delivered to a Participant shall be represented by Stock Units.

3. Maturity Dates - Vesting in Installments. Unless otherwise provided in paragraphs 4 or 5 below, Stock Units granted on a single Grant Date will "mature" and vest in installments according to the following schedule of "Maturity Dates":

--------------------------------------------------------------------------------------------------------------------
Maturity Dates as of the following         The Grant shall mature with the respect to the following percentage
anniversary of the Grant Date:             ("installment") of the Stock Units:
--------------------------------------------------------------------------------------------------------------------
One-year anniversary                                                         25%
--------------------------------------------------------------------------------------------------------------------
Two-year anniversary                                                         25%
--------------------------------------------------------------------------------------------------------------------
Three-year anniversary                                                       25%
--------------------------------------------------------------------------------------------------------------------
Four-year anniversary                                                        25%
--------------------------------------------------------------------------------------------------------------------

Following the Maturity Date of a Stock Unit, the Settlement Value of the Stock Unit in Shares shall be issued and delivered within thirty (30) days to or for the account of Participant. As provided for in

Section 7 below, the Parent may make such delivery to a Service Provider. A Stock Unit which fails to mature and vest on or before Participant's Date of Termination shall be void and shall not confer upon the owner of such Stock Unit any rights, including any right to any Share. In the event that the above schedule of installments would otherwise result in a Settlement Value that includes a fractional Share, such fractional Share shall not be deemed to have matured and vested, but shall mature and vest on a subsequent Maturity Date if, when added to other fractional Share interests that would otherwise mature and vest, a full Share will be deemed to have matured and vested. Under no circumstances will the Parent be obligated to issue a fractional Share, and if the application of the prior sentence fails to result in the eventual issuance of a Share, the Parent will not be required to settle any remaining fractional interest in cash.

4. Effect of Termination of Employment on Vesting. A Stock Unit shall not mature and will be deemed to have "expired" and shall not be settled for Shares if the Participant's Date of Termination occurs before the anniversary of the Grant Date on which the installment containing such Stock Unit was scheduled to mature, unless the Participant's Date of Termination occurs by reason of death or Disability, in which case all installments of the Grant which have not previously matured shall mature and vest on said Date of Termination.

5. Effect of Change in Control. All installments of the Grant that have not previously matured or expired shall mature upon (i) a Change of Control Date for a Terminating Transaction, or (ii) failing maturity as provided in (i) above,
(ii) upon Participant's Involuntary Termination following a Change of Control Date.

6. No Dividends or Interest. No dividends or interest shall accrue or be payable upon any Stock Unit. Until a Share is issued and delivered it shall not be registered in the name of the Participant.

7. Withholding for Taxes. All distributions of Shares shall be subject to withholding of all applicable taxes as computed by the Employer, and the Participant shall make arrangements satisfactory to the Parent to provide the Parent (or Employer) with funds necessary for such withholding before the Shares are delivered. Without limitation to the Parent's right to establish other arrangements, the Parent may: (i) designate a single broker or other financial services provider ("Services Provider") to establish trading accounts for Participants (each a "Participant's Trading Account"); (ii) deliver Shares to Participant's Trading Account; (iii) provide Services Provider with information concerning the applicable tax withholding rates for Participant; (iv) cause Services Provider to sell, on behalf of Participant, sufficient Shares to cover the Parent's tax withholding obligations with respect to any delivery of Shares to Participant (a "Covering Sale"); and (v) cause Services Provider to remit funds resulting from such Covering Sale to Parent or any Related Company that is the employer of Participant. Participant may, by written notice to the Parent addressed to the Parent's Secretary, and given no less than ten (10) business days before an applicable Maturity Date, elect to avoid such a Covering Sale, by delivering with such notice a bank-certified check payable to the Parent (or other type of check or draft payable to the Parent and acceptable to the Secretary) in the estimated amount of any such withholding required, such estimate to be provided by the Employer. The Committee may approve other methods of withholding, as provided for in the Plan, before the Shares are delivered.

8. Transferability. The Stock Units are not transferable otherwise than by will or the laws of descent and distribution, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Upon any attempt to transfer the Stock Units otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Stock Units otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Grant, the Grant shall immediately terminate and become null and void.

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9. Definitions. For the purposes of the Grant, certain words and phrases are defined in the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.

10. Heirs and Successors. The terms of the Grant shall be binding upon, and inure to the benefit of, the Parent and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Parent's assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Secretary of the Parent. In the event of the Participant's death prior to the full maturity of the Grant, the Shares will be delivered to such Beneficiary to the extent that it was matured on the Participant's Termination Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant, any Shares issuable hereunder will be delivered to the Participant's estate.

11. Administration. The authority to manage and control the operation and administration of the Grant shall be vested in the Committee, and the Committee shall have all powers with respect to the Grant as it has with respect to the Plan. Any interpretation of the Grant by the Committee and any decision made by it with respect to the Grant is final and binding.

12. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of the Grant shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Parent.

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Appendix I -- Definitions

"Affiliate" shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

"Cause" shall mean a termination of Participant's employment which is the result of:

(i) Participant's conviction or plea of nolo contendere to a felony or any other crime involving financial impropriety or which would tend to subject Employer or any of its Affiliates to public criticism or materially interfere with Participant's continued service to Employer;

(ii) Participant's willful violation of the Code of Conduct;

(iii) Participant's willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant's superior (other than any such failure resulting from Participant's incapacity due to physical or mental illness, any such actual or anticipated failure resulting from a resignation by Participant for Good Reason, or any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Employer, which demand specifically identifies the manner in which Participant has not substantially performed Participant's duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand;

(iv) Participant's gross negligence in the performance of Participant's duties and responsibilities materially injurious to the Employer;

(v) Participant's willful breach of any material obligation that Participant has to Parent or Employer under any written agreement that Participant has with either Parent or Employer;

(vi) Participant's fraud or dishonesty with regard to Employer or any of its Affiliates;

(vii) Participant's failure to reasonably cooperate in any investigation of alleged misconduct by Participant or by any other employee of Parent, Employer or any Affiliate of Parent or Employer;

(viii) Participant's death; or

(ix) Participant's Disability.

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For purposes of the previous sentence, no act or failure to act on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that Participant's action or omission was in the best interests of, Parent, Employer or an Affiliate of Parent or Employer. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause with respect to items (i) through (vii) unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Employer Board at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with Participant's counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth in any of items (i) through (vii) above.

"Change in Control." A Change in Control shall be deemed to have occurred if:

(i) any Person, or any syndicate or group deemed to be a person under
Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Parent representing Thirty-five percent (35%) or more of the combined voting power of Parent's then outstanding securities entitled to vote in the election of directors of Parent;

(ii) if the Incumbent Directors cease to constitute a majority of the Parent Board; provided, however, that no person shall be deemed an Incumbent Director if he or she was appointed or elected to the Parent Board after having been designated to serve on the Parent Board by a Person who has entered into an agreement with Parent to effect a transaction described in clauses (i) through
(iv) of this definition;

(iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving Parent, in each case with respect to which the stockholders of Parent immediately prior to such transaction do not, immediately after such transaction, own more than Fifty percent (50%) of the combined voting power of the Parent or other corporation resulting from such transaction, as the case may be;

(iv) all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent.

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"Change in Control Date" shall mean the date on which a Change of Control occurs except that a Change of Control which constitutes a Terminating Transaction will be deemed to have occurred as of fourteen days prior to the date scheduled for the Terminating Transaction.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

"Code of Conduct" shall mean Parent's (i) Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Parent and (ii) Business Conduct Policy - Worldwide, as amended from time to time prior to the Change of Control Date and as in effect as of the Change of Control Date.

"Common Stock" shall mean the common stock of Parent.

"Date of Termination" shall mean, with respect to any Participant, the first day occurring on or after the Grant Date on which Participant's employment with Employer terminates for any reason; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the employment of Participant between Employers; and further provided that the Participant's employment shall not be considered terminated while the Participant is on a leave of absence from the Employer approved by Employer or required by applicable law. If, as a result of a sale or other transaction, Employer ceases to be an Affiliate of Parent, the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by Employer.

"Disability" shall mean Participant's incapacity due to physical or mental illness which causes Participant to be absent from the full-time performance of Participant's duties with Employer for six (6) consecutive months provided, however, that Participant shall not be determined to be subject to a Disability for purposes of this Award unless Participant fails to return to full-time performance of Participant's duties with Employer within thirty (30) days after written Notice of Termination due to Disability is given to Participant.

"Employer" shall mean the Affiliate of Parent that employs Participant from time to time, and any successor to its business and/or assets by operation of law or otherwise.

"Employer Board" shall mean the board of directors (or other highest governing authority other than the shareholders) of Employer.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

"Good Reason" means Participant's resignation from employment with Employer as a result of any of the following:

(i) a meaningful and detrimental alteration in Participant's position or the nature or status of Participant's responsibilities (including reporting

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responsibilities) from those in effect immediately before the Change in Control Date;

(ii) a material failure by Employer to pay Participant a bonus or incentive award commensurate with the bonus paid others at Participant's job level (expressed as a percentage of target bonus) unless such failure is justified by clear and objective deficiencies of the business units for which Participant is responsible;

(iii) the relocation of the office of Employer where Participant was employed immediately prior to the Change in Control Date to a location which is more than 50 miles away or should Employer require Participant to be based more than 50 miles away from such office (except for required travel on the Employer's business to an extent substantially consistent with Participant's customary business travel obligations in the ordinary course of business prior to the Change in Control Date); or

(iv) a Substantial Change.

"Incumbent Directors" shall mean those individuals who were members of the Parent Board as of January 15, 2009 and those individuals whose later appointment to such Board, or whose later nomination for election to such Board by the stockholders of Parent, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of January 15, 2009, or whose election or nomination for election was previously so approved.

"Involuntary Termination" means (i) Participant's termination of employment by Employer without Cause or (ii) Participant's resignation of employment with the Employer within one (1) year of the Change of Control Date for Good Reason.

"Notice of Termination" shall mean a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant's employment under the provision so indicated.

"Parent" shall mean Tiffany & Co., a Delaware corporation, and any successor to its business and/or assets by operation of law or otherwise.

"Parent Board" shall mean the Board of Directors of Parent.

"Person" shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

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"Retirement" shall mean the occurrence of the Participant's Date of Termination after age 65 or the occurrence of the Participant's Date of Termination after age 55 pursuant to the retirement practices of Employer.

"Substantial Change" means any material change in the terms or conditions of Participant's employment (including in salary or target bonus) following a Change of Control Date that is less favorable to Participant than those in effect previous to the Change of Control Date other than (i) a change that has been made on an across-the-board basis for substantially all of Employer's employees or (ii) a change in equity-based compensation (including the reduction or elimination thereof) resulting from the Change in Control.

"Terminating Transaction" shall mean any one of the following:

(i) the dissolution or liquidation of the Parent;

(ii) a reorganization, merger or consolidation of the Parent with one or more Persons as a result of which the Parent goes out of existence or becomes a subsidiary of another Person; or

(iii) upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Parent by another Person;

provided that none of the foregoing transactions (i) through (iii) will be deemed to be a Terminating Transaction, if as of a date at least fourteen (14) days prior to the date scheduled for such transaction provisions have been made in writing in connection with such transaction for the assumption of the Grant or the substitution for the Grant of a new grant covering the publicly-traded stock of a successor Person, with appropriate adjustments as to the number and kind of shares.

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