Exhibit 10.3 Tiffany & Co.

Report on Form 10-K
Fiscal Year 1998

TIFFANY & CO.
1986 STOCK OPTION PLAN
(As Amended through July 16, 1998)

1. Purpose of the Plan. Under this Stock Option Plan (the "Plan") of Tiffany & Co., a Delaware corporation (the "Company"), options may be granted to eligible employees to purchase shares of the Company's common stock, $.01 par value per share ("Common Stock"). The Plan is designed to enable the Company to attract, retain and motivate such persons by providing for or increasing their proprietary interest in the Company.

2. Stock Subject to Plan. The maximum number of shares that may be subject to options granted hereunder shall be six million four hundred eighteen thousand (6,418,000) shares of Common Stock, subject to adjustments under Section 7 below. Shares of Common Stock subject to the unexercised portions of any options granted under this Plan which expire, terminate or are cancelled may again be subject to options under the Plan.

3. Eligible Persons. The persons eligible to be considered for the grant of options hereunder are key employees of the Company or its parent or subsidiaries.

4. Exercise and Payment. An option granted hereunder may be exercised, and payment for the Common Stock purchased upon such exercise shall be made, as follows. The option may be exercised in whole or in part as to any shares of Common Stock that have become exercisable under such option by filing a written notice of exercise with the Secretary of the Company at its corporate headquarters prior to the date such option expires. Such notice shall specify the number of shares which the option holder elects to purchase and shall be accompanied by either of the following: (a) a bank-certified check payable to the Company (or other type of check or draft payable to the Company and acceptable to the Secretary) in the amount of the exercise price for the shares of Common Stock being exercised, plus any tax resulting from such exercise that the Company, its parent or subsidiary is required to withhold, as computed by Tiffany and Company's payroll department; 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 option holder, shares of Common Stock (or a sufficient portion of such shares) acquired upon exercise of the option, together with an undertaking by the Approved Broker to remit to the Company a sufficient portion of the sale proceeds to pay the exercise price for the shares exercised plus any tax resulting from such exercise that the Company, its parent or subsidiary is required to withhold, as computed by Tiffany and

Tiffany & Co. 1986 Stock Option Plan - Amend 07/16/98 Page 1

Company's payroll department. In the case of exercise via method (a), the exercise shall be deemed complete on the Company'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 term "Approved Broker" means any one or more securities brokerage firms designated by the Secretary of the Company from time to time. If the Committee, as defined in Section 10 herein, shall have authorized such payment and if the Company is not then prohibited from purchasing or acquiring shares of stock, payment may be made in whole or in part with shares of stock of the Company delivered in lieu of cash concurrently with such exercise, the shares so delivered to be valued on the basis of their fair market value on the date of exercise. If the Company is required to withhold an amount on account of any federal or state income tax imposed as a result of such exercise, the optionee shall pay any tax resulting from such exercise that the Company, its parent or subsidiary is required to withhold, as computed by Tiffany and Company's payroll department, by check or cash concurrently with exercise of the option.

5. Exercise Price. The exercise price for each option granted hereunder shall not be less than 100% of the fair market value of the Common Stock at the date of the grant of such option.

6. Nontransferability. Except as hereinafter provided in this Section 6, any option granted under this Plan shall by its terms be nontransferable by the opionee otherwise than by will, the laws of descent and distribution or pursuant to a "domestic relations order", as defined in the Internal Revenue Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and shall be exercisable, during the optionee's lifetime, only by the optionee. The Committee (as defined below) may, in its discretion, authorize all or a portion of the options to be granted to an optionee to be on terms which permit transfer by such optionee to (i) the spouse, children or grandchildren of the optionee (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 (y) the stock option agreement pursuant to which such options are granted must be approved by the Committee, and must expressly provide for transferability in manner consistent with this Section 6, and (z) subsequent transfer of transferred options shall be prohibited otherwise than by will, the laws of descent and distribution or pursuant to a domestic relations order. Following transfer, any such transferred options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of Section 11 hereof the term "optionee" shall be deemed to refer to the transferee. Any period or state of continued employment imposed as a condition to option exercise by the Committee in any stock option agreement shall continue to be applied with respect to the original optionee following transfer and each transferred option shall be exercisable by the transferee only to the extent, and for the periods specified, in such stock option agreement.

Tiffany & Co. 1986 Stock Option Plan - Amend 07/16/98 Page 2

7. Adjustments. If the outstanding shares of stock of the class then subject to this Plan are increased or decreased, or are changed into or exchanged for a different number of kind of shares or securities, as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends and the like, appropriate adjustments shall be made in the number and/or type of shares or securities for which options may thereafter be granted under this Plan and for which options then outstanding under this Plan may thereafter be exercised. Any such adjustments in outstanding options shall be made without changing the aggregate exercise price applicable to the unexercised portions of such options.

8. Maximum Option Term. No option granted under this Plan may be exercised in whole or in part more than eleven years after the date of grant.

9. Plan Duration. Options may not be granted under this Plan after January 31, 2001.

10. Administration. The Plan shall be administered by a Committee (the "Committee") of the Board of Directors of the Company (the "Board") which shall consist of not less than two Directors of the Company each of whom shall be an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. The Board may from time to time add to or remove members from the Committee, and shall have the sole authority to fill vacancies on the Committee. Subject to the express terms and conditions of the Plan and the terms of any option outstanding under the Plan, the Committee shall have full power to construe the Plan and the terms of any option granted under the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan or such options and to make all other determinations necessary or advisable for the administration of the Plan, including, without limitation, the power to determine which persons meet the requirements of Section 3 hereof for selection as participants in the Plan, and to which of the eligible persons, if any, options shall be granted under the Plan and, subject to the provisions of this Plan, to establish the terms and conditions required or permitted to be included in option agreements. Each member of the Committee shall not, at the time he exercises discretion in administering the Plan, be eligible or at any time within one year prior thereto have been eligible for selection as a person to whom stock options may be granted pursuant to the Plan or any other plan of the issuer or any of its affiliates entitling the participants therein to acquire stock, stock options or stock appreciation rights of the issuer or any of its Affiliates, provided, however, that members of the Committee shall be entitled to elect participation in the Company's 1988 Director Option Plan.

11. Amendment and Termination. The Board may at any time alter, amend, suspend or terminate this Plan. However, unless taken with the approval of the stockholders of the Company, no such action of the Board may:

(A) materially increase the benefits accruing to participants in the Plan;

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(B) materially increase the number of securities which may be issued under the Plan; or

(C) materially modify the requirements as to eligibility for participation in the Plan.

In addition, no such action shall deprive any optionee, without his consent, of any option granted to the optionee pursuant to the Plan or of any of his rights under such option.

12. Exercise in Installments. Subject to Section 13 below options granted under the Plan shall become exercisable in four equal installments as follows: on or after the first anniversary of the grant date twenty-five (25%) percent; and twenty-five (25%) percent on or after the second, third and fourth anniversary of the grant date, respectively.

13. Change of Control. On the occurrence of a Change in Control of the Company, any time periods relating to the exercise of any stock option granted under the Plan shall be accelerated so that such options (including any unmatured installments thereof) may be immediately exercised in full. A "Change in Control of the Company" shall be deemed to have occurred if: (A) any person or group of persons acting in concert acquires thirty-five (35%) in voting power or amount of the equity securities of the Company (including the acquisition of any right, option, warrant or other right to obtain such voting power or amount, whether or not presently exercisable) unless such acquisition is authorized or approved of by the Board of Directors of the Company; (B) individuals who constitute the Board of Directors of the Company on January 21, 1988 (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board of Directors, provided that any individual becoming a director subsequent to the date January 21,1988 whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of proxy statement of the Company in which such individual is named as a nominee for director) shall be, for the purposes of this subsection (B), considered as though such individual were a member of the Incumbent Board; or (C) any other circumstance with respect to a change in control of the Company occurs which the Committee deems to be a Change in Control of the Company. As used herein, the word "person" shall mean an individual or an entity.

14. Termination of Employment for the Convenience of the Company. The Committee, in the case of an employee's termination of employment for the convenience of the Company, shall have the authority, exercisable in the discretion of the Committee on a case by case basis, to (i) extend the date by which option installments must be exercised following an employee's termination of employment (the "Reference Date"), but in no event to a date later than the earlier of the third anniversary of the date of such employee's termination of employment (the "Third Anniversary Date") or the Expiration Date, (ii) extend the Exercise Date, but in no event to a date later than the earlier of the Third Anniversary Date or the Expiration Date, and/or (iii) accelerate the vesting of option installments which have not become exercisable as of the Reference Date, but in no event to a date earlier than six months following the date of grant of the option; provided, however, that, in each such case, the Committee shall have the authority to

Tiffany & Co. 1986 Stock Option Plan - Amend 07/16/98 Page 4

extend the Reference Date and/or the Exercise Date to a date no later than the Expiration Date.

15. Maximum Option Grants to an Eligible Person.The maximum number of shares of Common Stock subject to option grants made in fiscal year of the Company to any one eligible person hereunder shall be fifty thousand (50,000) shares.

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Exhibit 10.25 Tiffany & Co.

Report on Form 10-K
Fiscal 1998

AMENDED AND RESTATED
DEFERRED COMPENSATION AGREEMENT

This Agreement was originally made effective the 31st day of December 1989 by and between Tiffany and Company, a New York corporation with its executive offices and principal place of business at 727 Fifth Avenue, New York, New York 10022 ("Tiffany") and William R. Chaney who resides at 51 Shore Road, Clinton, Connecticut ("Executive") and subsequently amended the 8th day of February 1999.

Whereas, Executive is employed by Tiffany in the capacity of Chairman of the Board;

Whereas, Tiffany and Executive were parties to a Employment Agreement dated as of the 1st of October, 1984 (the "Prior Agreement") the term of which Prior Agreement has expired;

Whereas, under Section 3 of the Prior Agreement Executive was entitled, upon termination of his employment with Tiffany, to distribution of certain amounts maintained on the books of Tiffany as a liability to Executive (the "Deferral Account");

Whereas, as of the last business day of the calendar quarter ended September 30, 1989 the Deferral Account consisted of a liability to Executive of $610,225.13 inclusive of accrued interest to that date computed in accordance with the terms of the Prior Agreement; and

Whereas, Executive is not entitled to participate in the Tiffany and Company Pension Plan.

NOW THEREFORE, in consideration of the foregoing premises and the continued service of Executive to Tiffany, the parties hereby agree as follows:

1. Principal Credit to Deferral Account. While this Agreement remains in effect, as of the last day of each calendar quarter Tiffany shall credit to the Deferral Account $25,000, provided that no further amounts shall be credited to the Deferral Account after December 31, 1998.

2. Interest Credit to Deferral Account. Through December 31, 1998, as of the last day of each calendar quarter Tiffany shall credit to the Deferral Account an amount determined by multiplying twenty-five (25%) percent of the Interest Rate by the amount credited, or, if greater, the amount required to have been credited, to the Deferral Account as of the first day of such calendar quarter. In the event that the entire balance credited to the Deferral Account is paid on a date other than the last day of a calendar quarter, interest prorated on the basis of the Interest Rate, shall be credited to the Deferral Account through the date of such payment. For the purposes of this Paragraph 2., the "Interest Rate" shall be the annual interest rate announced by The Bank of New York as

the interest rate at which it will lend on an unsecured basis to its prime commercial borrowers and in effect as of the first business day of the calendar quarter with respect to which interest is then being credited.

3. Nature of the Deferral Account. Amounts credited to the Deferral Account shall be unfunded and unsecured liabilities of Tiffany to Executive, payable only as provided in this Agreement, shall remain part of Tiffany's general assets and shall be subject to claims of creditors of Tiffany in any proceeding under the federal Bankruptcy Code to which Tiffany is subject as a debtor and in any other proceeding before a court of competent jurisdiction in which Tiffany is adjudicated or determined to be insolvent. Nothing contained in this Agreement and no action taken pursuant to its provisions shall create or be construed to create a trust of any kind or fiduciary relationship between Tiffany and Executive. To the extent Executive or any person acquires a right to receive payments from Tiffany under this Agreement, such right shall be no greater than the right of any unsecured general creditor of Tiffany. Amounts credited to the Deferral Account shall be payable as they become due under the terms of this Agreement irrespective of any actual investments Tiffany may make to meet its obligations or to accumulate funds. Neither Tiffany, nor any trustee (in the event Tiffany elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset or investment for the purpose of meeting its obligations hereunder.

4. Designation of Beneficiary. Executive may, by an instrument in writing delivered to Tiffany, designate one or more beneficiaries to receive the amounts payable after his death under the terms of this Agreement and may change or revoke such a designation by like notice; failing an effective designation of such a beneficiary or beneficiaries, such amounts shall be payable on Executive's death to the legal representative of Executive's estate.

5. Spendthrift Provision. The interest of Executive or any beneficiary receiving payments hereunder shall not be subject to anticipation, nor to voluntary or involuntary alienation until distribution is actually made. Neither Executive nor any beneficiary shall have any right to commute, sell, transfer, assign or otherwise convey the right to receive any payment under the terms of this Agreement. Any such attempted assignment shall be considered null and void.

6. Distribution.

(a) In the event Executive dies before February 1, 1999, distribution of amounts credited or required to have been credited to the Deferral Account shall, as soon after Executive's death as practicable, be made in a lump sum to Executive's beneficiary as designated or otherwise determined pursuant to Paragraph 4. above.

(b) If Executive is living on February 1, 1999, distribution of amounts credited to the Deferral Account shall be made as follows:

(i) using an interest rate of 8% per annum, compounded monthly (the "Discount Rate"), and Executive's life expectancy as of February 1, 1999 expressed in integral years as derived from the table entitled "Table V-Ordinary Life Annuities-One Life-Expected Return Multiples," promulgated under section 1.72-9 of the Federal Income Tax Regulations, as in effect on the date of such determination (the "Life Expectancy"), an annuity payable monthly to Executive shall be calculated as the monthly payment necessary to amortize the balance credited to the Deferral Account (or required to have been credited to such account) as of the date of such termination (the "Lump Sum Value") by application of the Discount Rate to the Lump Sum Value over the Life Expectance (the "Annuity Payment");

(ii) the Annuity Payment shall be paid by Tiffany to Executive on the first day of each month if Executive is living on that date commencing with March 1, 1999;

(iii) if, on the death of Executive, the aggregate of Annuity Payments actually made to Executive is less than the Lump Sum Value, any difference between the Lump Sum Value and such aggregate of Annuity Payment shall be paid to Executive beneficiary as designated or otherwise determined pursuant to Paragraph 4. above.

7. Term and Termination Agreement. This Agreement shall remain in effect until Tiffany has completed its payment obligations under Paragraph 6. above.

8. Adverse Determination. Notwithstanding anything stated to the contrary in this Agreement, if at any time, as a result of a Final Determination, a tax is payable by Executive, his beneficiary or his estate in respect of any amount credited to the Deferral Account prior to payment under the terms of this Agreement, then Tiffany shall pay to Executive the amount of such tax and the Deferral Account balance, or, in the event Annuity Payments are then being paid, future Annuity Payment, shall be reduced by the amount of such tax. For the purposes of this Section 9., the term "Final Determination" means (i) an assessment of tax by the United States Internal Revenue Service addressed to the Executive or his beneficiary which is not timely appealed to the courts; (ii) a final determination by the United States Tax Court or any other Federal Court, the time for an appeal thereof having expired or been waived; or (iii) an opinion by Tiffany's counsel, addressed to Tiffany and in form and substance satisfactory to Tiffany, to the effect that amounts credited to the Deferral Account are subject to Federal income tax to the Executive or his beneficiary prior to payment under the terms of this Agreement. No Final Determination shall be deemed to have occurred until Tiffany has actually received

a copy of the assessment, court order or opinion which forms the basis thereof and such other documents as it may reasonably request.

9. Prior Agreement Merged. All provisions in the Prior Agreement in respect of the Deferral Account are hereby superceded and merged into this Agreement. Executive and Tiffany agree that the amount credited to the Deferral Account stated in the fourth Whereas clause above is correctly stated as of the date therein stated.

10. Obligations to Survive Termination. The obligation of Tiffany to pay amounts credited or required to be credited to the Deferral Account pursuant to this Agreement and the provisions of Paragraph 3. through 6. and 8. through 12. shall survive the termination of this Agreement.

11. Miscellaneous Provisions. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, estates, beneficiaries and personal representatives. Notices hereunder shall be deemed effectively given: (a) when mailed, by registered mail, return receipt requested, from a post office in the United States to the following addresses:

If to Executive:

William R. Chaney
51 Shore Road
Clinton, Connecticut 06413

If to Tiffany:

Tiffany and Company
727 Fifth Avenue
New York, New York 10022
Attn: Legal Department

or (b) when hand delivered, in the case of notices to Executive, to Executive, or, in the case of notices to Tiffany, to the Corporate Secretary of Tiffany. This Agreement shall be governed by and construed, enforced and administered in accordance with the laws of the State of New York. In the event either party shall be required to resort to judicial process in order to successfully enforce this agreement in accordance with its terms or otherwise to remedy a default under this Agreement, the defaulting party shall pay to the non-defaulting party the latter's attorneys' fees and other costs of enforcement. In the event that any sums required to be paid hereunder are not paid within ten (10) days of written demand for payment, Executive shall be entitled to be paid interest at the Interest Rate by Tiffany upon such unpaid amount until such amount is paid in full.

12. Continuance of Employment. This Agreement shall not confer upon Executive any right with respect to continuance of employment with Tiffany, nor shall it interfere in

any way with the right of Tiffany to terminate his employment at any time with our without cause.

IN WITNESS WHEREOF, this amended and restated Agreement has been duly executed by the parties hereto effective as of January 31, 1999.

Tiffany and Company
("Tiffany")

Exhibit 10.106 Tiffany & Co.

Report on Form 10-K
Fiscal 1998

TIFFANY AND COMPANY
AMENDED AND RESTATED
EXECUTIVE DEFERRAL PLAN

WHEREAS, effective October 1, 1989, Tiffany and Company, a New York corporation, established an unfunded executive deferral plan for the benefit of a select group of management or highly compensated employees;

WHEREAS, effective October 1, 1998, Tiffany and Company amended such plan to permit additional executives and the directors of its parent corporation, Tiffany & Co., a Delaware corporation, to participate and to provide certain additional alternatives with respect to compensation deferred in accordance with such plan; and

WHEREAS, the purpose of the plan is to provide selected executives and directors an opportunity to defer a portion of their compensation in a manner best suited to each participant's individual needs.

NOW, THEREFORE, to carry the above intentions into effect, Tiffany and Company does enter into this Amended and Restated Plan effective October 1, 1998.

This Plan shall be known as the

TIFFANY AND COMPANY

EXECUTIVE DEFERRAL PLAN

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2.1  Commencement of Participation .............................  6
2.2  Procedure For and Effect of Admission......................  6
2.3  Cessation of Participation.................................  6

III PLAN CONTRIBUTIONS

3.1 Executive Deferral Contribution ........................... 7
3.2 Rules Governing Executive Deferral Contributions........... 7

           4.1  Establishment of Accounts..................................  9
           4.2  Deferred Benefit Allocation................................  9
           4.3  Suballocation within the Deferred Benefit Accounts.......    9
           4.4  Irrevocable Benefit Allocation............................. 11
           4.5  Directed Valuation of Deferred Benefit Accounts............ 11
           4.6  Administration of Investments.............................. 12
           4.7  Valuation of Deferred Benefit Accounts..................... 12
           4.8  Investment Obligation of the Employer...................... 12
           4.9  Change of Funds . . . ..................................... 13

V      VESTING
           5.1  Vesting Schedule........................................... 13

VI BENEFITS/DISTRIBUTIONS

6.1 Termination of Service..................................... 13
6.2 Retirement Account - Form of Payment....................... 14

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TABLE OF CONTENTS

Article    Section                                                          Page

           6.3  Education Account.......................................... 17
           6.4  Fixed Period Benefit Account............................... 18
           6.5  Disability Hardship Distribution........................... 18
           6.6  Tax Withholding............................................ 19
           6.7  Withdrawal Option.......................................... 19

7.1  Appointment of Administrator............................... 20
7.2  Administrator's Responsibilities........................... 20
7.3  Records and Accounts....................................... 20
7.4  Administrator's Specific Powers and Duties................. 20
7.5  Employer's Responsibility to Administrator................. 21
7.6  Liability.................................................. 21
7.7  Procedure to Claim Benefits................................ 22

8.1  Plan Amendment............................................. 23
8.2  No Premature Distribution.................................. 23
8.3  Termination of the Plan.................................... 23
8.4  Effect of Termination . ................................... 23
8.5  Adverse Determination ..................................... 23

9.1  Supplemental Benefits...................................... 24
9.2  Governing Law.............................................. 24
9.3  Jurisdiction............................................... 24
9.4  Binding Terms.............................................. 25
9.5  Spendthrift Provision...................................... 25
9.6  No Assignment Permitted.................................... 25
9.7  Construction............................................... 25
9.8  No Employment Agreement.................................... 25

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ARTICLE I
DEFINITIONS

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

1.2 "Base Compensation" means a Participant's salary and wages, including Executive Deferral Contributions made hereunder and any pretax elective deferrals to any Employer sponsored retirement savings plan or cafeteria plan, qualified pursuant to Section 401(k) or Section 125 of the Code, but excluding bonuses and overtime, all other Employer contributions to benefit plans, remuneration attributable to Employer sponsored stock option plans and all other forms of remuneration or reimbursement.

1.3 "Beneficiary" means the person, persons, trust or other entity, designated by written revocable designation filed with the Administrator by the Participant to receive payments in the event of the Participant's death. If a designated Beneficiary does not survive the Participant or if no Beneficiary is designated as provided above, the Beneficiary shall be the legal representative of the Participant's estate. If a designated Beneficiary survives the Participant but dies before payment in full of benefits under this Plan has been made, the legal representative of such Beneficiary's estate shall become the Beneficiary. References to a Participant in this Plan in connection with payments hereunder shall also refer to such Participant's Beneficiary unless the context clearly requires otherwise.

1.4 "Benefit Distribution Date" means a future date selected by a Participant during the applicable Enrollment Period within guidelines established by the Administrator, as adjusted as permitted in this Plan, on which the Participant shall be entitled to a benefit pursuant to this Plan equal to all or a designated portion of the balance of his Fixed Period Benefit Account.

1.5 "Bonus Compensation" means cash compensation paid to a Participant, excluding Base Compensation, under the Employer's bonus program or programs, as such may exist and be modified from time to time, and payable to a Participant following the conclusion of the Employer's fiscal year in respect of service performed at any time during such prior fiscal year.

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1.6   "Committee" means the Board of Directors of Tiffany, which shall have
      authority over this Plan.

1.7   "Compensation" means Base Compensation, Bonus Compensation and Directors
      Compensation in the aggregate.

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

1.9   "Deferral Agreement" means a written 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.

1.10  "Deferred Benefit Accounts" mean the Retirement Account, Education Account
      and the Fixed Period Benefit Account.

1.11  "Determination Date" shall mean December 31, March 31, June 30 and
      September 30 of each calendar year and, 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.

1.12  "Director" means a member of Parent's Board of Directors.

1.13  "Directors Compensation" means a Director's annual retainer and any
      incremental annual retainer paid or payable by Parent to Director for
      service as a Director, including any per-meeting-attended compensation,
      but excluding Parent's contributions to benefit and retirement plans,
      remuneration attributable to Parent-sponsored stock option plans and all
      other forms of remuneration or reimbursement.

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1.14  "Disability" means an illness or injury which prevents a Participant from
      performing the Participant's occupation. Disability shall be determined in
      a uniform manner by the Administrator.

1.15  "Education Account" means a Deferred Benefit Account established pursuant
      to Section 4.1.

1.16  "Effective Date" means October 1, 1989.

1.17  "Eligible Student" means an individual who is a relative of a Participant
      and who is younger than the age of 14 when a subaccount is initially
      established, pursuant to Section 4.7.

1.18  "Eligible Employees" means Directors, all officers of the Employer,
      "director"-level employees of Employer, and such other management and
      other highly compensated employees of the Employer as identified and
      approved by the Committee.

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

1.20  "Enrollment Period" means the 15 day period ending on October 15, 1989 for
      the first Plan Year, and thereafter the month of November prior to each
      subsequent Plan Year (except for the Plan Year ending December 31, 1999,
      for which the Enrollment period shall be the period commencing November 1,
      1998 and ending December 15, 1998) or, with respect to a person who
      becomes an Eligible Employee during the course of a Plan Year in respect
      of such Plan Year, the thirty day period following the date he becomes an
      Eligible Employee.

1.21  "Executive Deferral Contribution" means the Plan contribution described in
      Section 3.2.

1.22  "Fixed Period Benefit Account" means a Deferred Benefit Account
      established pursuant to Section 4.1(C).

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1.23  "Independent Director" means a Director who is not an employee of Employer
      at the time Participation in this Plan commences.

1.24  "Investment Fund" or "Fund" means any one of the investment funds
      described in Schedule 4.5 which shall serve as means to measure value
      increases or decreases with respect to a Participant's Deferred Benefit
      Accounts.

1.25  "Parent" means Tiffany & Co., a Delaware corporation, and any successor
      organization.

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

1.27  "Permitted Retirement Age" means that date on which the Participant has
      attained age 55, provided that if the Participant is an Independent
      Director the Permitted Retirement Age for such Participant shall be his
      age on the date his participation in the Plan commenced.

1.28  "Plan" means Tiffany and Company Executive Deferral Plan as described in
      this instrument, as amended from time to time.

1.29  "Plan Year" means the period from the November 1, 1989 through December
      31, 1989 and thereafter, the twelve (12) consecutive month period
      beginning on each January 1 and ending on each December 31.

1.30  "Retirement" means any severance from full-time employment by a
      Participant after attaining his Permitted Retirement Age, provided that if
      the Participant is an Independent Director, Retirement shall mean any
      cessation of service as a Director after attaining his Permitted
      Retirement Age. Employment shall be deemed to be "full-time" provided that
      the Participant is employed by Employer on a salaried basis.

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1.31  "Termination of Service" means, with respect to a Participant who is not
      an Independent Director, a termination of employment with Employer. For
      purposes of this definition, a Participant on a leave of absence
      authorized by Employer or required by applicable law shall be deemed to
      remain employed. With respect to a Participant who is an Independent
      Director, a "Termination of Service" shall occur when such Independent
      Director ceases to be a Director.

1.32  "Tiffany" means Tiffany and Company, a New York corporation.

1.33  "Retirement Account" means a Deferred Benefit Account established pursuant
      to Section 4.1.

1.34  "Vested" means that portion of a Participant's Deferred Benefit Accounts
      to which the Participant has a nonforfeitable right as defined in Section
      5.1.

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ARTICLE II
MEMBERSHIP IN THE PLAN

2.1 Commencement of Participation. Each Eligible Employee who is an Eligible Employee at any time during the Enrollment Period for any Plan Year shall be eligible to become a Participant in the Plan as of the first day of such Plan Year. Notwithstanding the foregoing, but subject to the limitation expressed in Subsection 3.2 F below, each employee or Director who first becomes an Eligible Employee throughout the course of the Plan Year shall be eligible to become a Participant with respect to said Plan Year as of the first day of the month that is at least thirty (30) days after he is designated as an Eligible Employee.

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. By becoming a Participant, each individual shall for all purposes be deemed conclusively to have assented to the provisions of this Plan and all amendments hereto.

2.3 Cessation of Participation. A Participant shall cease to be a Participant the earlier of:

A. The date on which the Plan terminates, or

B. The date on which he incurs a Termination of Service.

Notwithstanding the foregoing, a former active Participant will be deemed a Participant, for all purposes of this Plan except with respect to contributions as described in Article III, as long as such former active Participant retains a benefit pursuant to the terms of Article VI.

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ARTICLE III
PLAN CONTRIBUTIONS

3.1 Executive Deferral Contribution. For each Plan Year, each Eligible Employee may, by timely filing a Deferral Agreement with the Administrator, authorize the Employer to reduce his Base Compensation, his Bonus Compensation, his Directors Compensation or any combination of the foregoing, by fixed percentages, and to have corresponding fixed dollar amounts credited to his Deferred Benefit Accounts in accordance with
Section 4.2. Credit to Deferred Benefit Accounts shall be made in equal installments for each pay period in respect of Base Compensation reductions and in a lump sum for each payment in respect of Bonus Compensation and Directors Compensation reductions. Subject to the rules set forth in Section 3.2 below, each Eligible Employee shall file a Deferral Agreement with the Administrator during the applicable Enrollment Period for each Plan Year.

3.2 Rules Governing Executive Deferral Contributions.

A. 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 (except the first Plan Year of November 1, 1989 to December 31, 1989 in which a Participant may defer no less than $500, or except Plan Years in which the Participant elects not to defer any portion of his Compensation) or more than 50% of Base Compensation.

B. The amount of Compensation that a Participant elects to defer shall be credited to the Participant's Deferred Benefit Accounts during each Plan Year on or about that date on which the Participant would have, but for his deferral election, have been paid such Compensation.

C. An election to defer Compensation pursuant to this Plan is irrevocable and shall continue until the earlier of: (i) the Participant's Termination of Service, or (ii) the end of the Plan Year for which the deferral is effective.

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D. In respect of Bonus Compensation or Directors Compensation, an election to defer must be made in the Enrollment Period last occurring prior to the start of Employer's fiscal year for which such Bonus Compensation is paid; provided, however, that in respect of Bonus Compensation which may become payable in respect of Employer's fiscal year ending January 31, 1990, such election must be made, if at all, during the Enrollment period ending on October 15, 1989, and, if made, such election may only be made with respect to that portion of Bonus Compensation which may exceed the bonus target or base bonus amount communicated to the Eligible Employee making such election prior to the making of such election. In the event such an election is made in respect of Bonus Compensation for Employer's fiscal year ending January 31, 1990, up to 100% of such excess Bonus Compensation may be deferred, provided that the amount so elected shall not exceed 25% of Bonus Compensation payable in respect of such Fiscal Year.

E. Except as expressly provided in subsection D. above, each Eligible Employee shall file a Deferral Agreement with the Administrator prior to the date on which the Participant commences the performance of services to earn the Compensation deferred hereunder.

F. No person who becomes an Eligible Employee during the course of Employer's Fiscal Year may file a Deferral Agreement with respect to Bonus Compensation or Directors Compensation earned in respect of such fiscal year except as expressly provided in subsection D. above.

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ARTICLE IV
PARTICIPANT'S ACCOUNTS

4.1 Establishment of Accounts. The following Deferred Benefit Accounts shall be established with respect to each Participant:

A. Retirement Account,

B. Education Account, and

C. Fixed Period Benefit Account.

All contributions on behalf of a Participant shall be deposited to the appropriate Deferred Benefit Account, in accordance with Section 4.2.

4.2 Deferred Benefit Allocation. Each Eligible Employee shall submit to the Administrator, before the close of the Enrollment Period for each Plan Year, a written statement specifying the Eligible Employee's allocation of anticipated contributions with respect to his Deferred Benefit Accounts.

4.3 Suballocation Within the Deferred Benefit Accounts.

A. In the event a Participant shall allocate a portion of his anticipated contributions to his Retirement Account, he may, during each applicable Enrollment Period, direct that portion of his - contributions to (i) a lump sum subaccount or to (ii) one of three installment subaccounts. Each Participant may have only one such Retirement subaccount at any one time. Participant may direct the transfer of the balance in one such subaccount to another such subaccount at any time prior to the Participant's Retirement, provided that no such transfer may be made during the 12-month period immediately prior to the Participant's Retirement, and, if such transfer is

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subsequently determined to have been made during such 12-month period, such transfer shall be void and without force or effect and the last prior valid selection of a Retirement subaccount shall govern. The lump sum subaccount will be paid out in a lump sum within ninety (90) days of Retirement, and the installment subaccount will be paid in five (5), ten (10) or fifteen (15) annual installments, all pursuant to Section 6.1. In the absence of such designation, contributions for that Plan Year will be paid out in a lump sum.

B. In the event a Participant shall allocate a portion of his anticipated contributions to his Education Account, the Participant may further allocate amongst subaccounts on behalf of Eligible Students. Said allocation shall be made in writing prior to the beginning of the Plan Year on Participant's Deferral Agreement, or such other forms as are required by the Administrator. In the absence of such suballocation, all contributions to the Participant's Education Account shall be equally allocated among the Participant's Education subaccounts. A Participant's election pursuant to Section 4.5 shall apply uniformly to each subaccount. A Participant, in any one Plan Year, may not allocate less than $1,000 (except the first Plan Year of October 1, 1989 to December 31, 1989 in which a Participant may allocate no less than $250, or except Plan Years in which the Participant elects not to defer any portion of his Compensation) to any one Education subaccount.

C. In the event a Participant shall allocate a portion of his anticipated contributions to his Fixed Period Benefit Account, the Participant may further allocate amongst subaccounts differentiated by Benefit Distribution Dates. Said allocation shall be made in writing prior to the beginning of the Plan Year on Participant's Deferral Agreement, or such other forms as are required by the Administrator, provided that each Participant shall have a one-time option in respect of each of his Benefit Distribution Dates to change such Benefit Distribution Date to a date subsequent to such original Benefit Distribution Date, such option to be exercised, if at all, at least one year prior to the original Benefit Distribution Date by written notice to the Administrator. In the absence of such suballocation, all contributions to the Participant's Fixed Period Benefit Account

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shall be equally allocated among Participant's subaccounts. Notwithstanding, at any point in reference, a Participant may not have more than two (2) such subaccounts. A Participant's election pursuant to Section 4.5 shall apply uniformly to each subaccount. A Participant, in any one Plan Year, may not allocate less than $1,000 (except the first Plan Year of October 1, 1989 to December 31, 1989 in which a Participant may allocate no less than $250, or except Plan Years in which the Participant elects not to defer any portion of his Compensation) to any one Fixed Period subaccount. A Participant shall not elect a Benefit Distribution Date with respect to the Fixed Period Benefit Account which occurs prior to twenty-four (24) months from the date on which the first contribution to such subaccount is first credited.

4.4 Irrevocable Benefit Allocation. Once an Eligible Employee has allocated anticipated contributions under the Plan and the Plan Year has begun, he may not modify, alter, amend or revoke said allocations. Notwithstanding, a Participant may, prior to the commencement of a new Plan Year, elect to modify, alter, amend or revoke his future allocations to his Deferred Benefit Accounts to the extent the Administrator shall provide, effective the first day of such new Plan Year.

4.5 Directed Valuation of Deferred Benefit Accounts. As provided herein, a participant may direct that his Deferred Benefit Accounts be valued, in accordance with Section 4.7, as if the account were invested in one or more of the Investment Funds listed in Schedule 4.5 attached. The Committee may, from time to time, add additional Investment Funds to Schedule 4.5. A Participant shall submit to the Plan Administrator in writing his investment selection for evaluation purposes. The Participant may select one or more investment funds in multiples of 5%. A Participant may make a separate selection with respect to each Deferred Benefit Account. Investment Fund elections may be made four (4) times in a Plan Year at any time.

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4.6 Administration of Investments. The investment gain or loss with respect to contributions made to the Deferred Benefit Accounts on behalf of a Participant shall continue to be determined in the manner selected by the Participant, pursuant to Section 4.5, until a new designation is filed with the Plan Administrator. If any Participant fails to file a designation, he shall be deemed to have designated the first Investment Fund listed in Schedule 4.5 attached. A designation filed by a Participant changing his Investment Funds shall apply to future contributions and/or amounts already accumulated in his Deferred Benefit Accounts. A Participant may change his investment selection four (4) times, at any time, throughout the course of each Plan Year.

4.7 Valuation of Deferred Benefit Accounts. The Deferred Benefit Accounts of each Participant shall be valued, on any date prior to complete distribution of all benefits due Participant under this Plan, based upon the performance of the Investment Fund(s) selected by the Participant. Such valuation shall reflect the net asset value expressed per share of the designated Investment Fund(s). The fair market value of an Investment Fund shall be determined by the Administrator. It shall represent the fair market value of all securities or other property held for the respective fund, plus cash and accrued earnings, less accrued expenses and proper charges against the fund. Each Deferred Benefit Account shall be valued separately. A valuation summary shall be prepared on each Determination Date.

4.8 Investment Obligation of the Employer. 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, and any reference to investments or Investment Funds is solely for the purpose of computing the value of benefits. 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.

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4.9 Change of Funds. In the event that any of the Investment Funds designated in Schedule 4.5 attached materially changes its investment objectives, adopts a plan of liquidation, ceases to report its net asset values or otherwise ceases to exist, the Employer may amend this Plan by designating new or additional funds for the purposes of Section 4.7 and each Participant shall redirect the valuation of his or her Deferred Benefit Accounts effective with the date of such amendment.

ARTICLE V
VESTING

5.1 Vesting Schedule. A Participant shall have a fully Vested interest with respect to Executive Deferral Contributions and Investment Fund performance credited to his Deferred Benefit Accounts, in all instances.

ARTICLE VI
BENEFITS/DISTRIBUTIONS

6.1 Termination of Service.

A. If a Participant incurs a Termination of Service for any reason, the Employer shall pay to the Participant, or to the Participant's Beneficiary if applicable, a benefit equal to the value of Participant's Deferred Benefit Accounts, determined pursuant to
Section 4.7 and Section 5.1.

B. With the exception of funds allocated to the Participant's Retirement Account, if the Participant incurs a Termination of Service for any reason, the benefit hereunder, including funds allocated to the Participant's Education Account and Fixed Period Benefit Account, shall be paid to the Participant or the Participant's beneficiary, as applicable, as a lump sum within ninety (90) days of the date of such Termination of Service.

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C. With respect to funds allocated to the Participant's Retirement Account, if the Participant incurs a Termination of Service for any reason other than his Retirement or Disability, the benefit hereunder allocated to such Retirement Account, shall be paid to the Participant or the Participant's beneficiary, as applicable, as a lump sum within ninety (90) days of the date of such Termination of Service.

D. With respect to funds allocated to the Participant's Retirement Account, if the Participant incurs a Termination of Service by reason of his Retirement, the benefit hereunder allocated to such Retirement Account, shall be paid to the Participant or the Participant's beneficiary, as provided in Section 6.2 below.

E. With respect to funds allocated to the Participant's Retirement Account, if the Participant incurs a Termination of Service by reason of his Disability, the Participant shall remain as a Participant in the Plan but shall be ineligible for further contributions to his Deferred Benefit Accounts as described in Article III. In that circumstance, funds allocated to the Participant's Retirement Account shall be paid to him commencing on his 65th birthday in the form he elected pursuant to Section 4.A

6.2 Retirement Account - Form of Payment:

A. If the Participant's Termination of Service shall occur as a result of Participant's Retirement or Disability, and the Participant has elected deferrals to a lump sum subaccount under Section 4.3A, the value of such subaccount is to be paid to the Participant as soon as administratively possible following his Retirement, or, in the case of Disability, following his 65th birthday. If the Participant's Termination of Service shall occur as a result of Participant's Retirement or Disability, and the Participant has elected deferrals to an installment subaccount under Section 4.3A, the benefit in respect of such subaccount shall

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be paid by Employer to Participant in five, ten or 15 annual installments beginning as soon as administratively possible after his Retirement, or in the case of Disability, after his 65th birthday, and with each subsequent annual installment to be paid on or before February 1 of each subsequent year, determined as follows:

Benefit Year            Percentage of Installment Retirement Account
1 (Year of Retirement or 65th birthday)          20%
2                                                25%
3                                                33%
4                                                50%
5                                               100%

 Benefit Year            Percentage of Installment Retirement Account
 1 (Year of Retirement or 65th birthday)          10%
 2                                                11%
 3                                                13%
 4                                                14%
 5                                                17%
 6                                                20%
 7                                                25%
 8                                                33%
 9                                                50%
10                                               100%

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 Benefit Year            Percentage of Installment Retirement Account
 1 (Year of Retirement or 65th birthday)           7%
 2                                                 7%
 3                                                 8%
 4                                                 8%
 5                                                 9%
 6                                                10%
 7                                                11%
 8                                                12%
 9                                                12%
10                                                17%
11                                                20%
12                                                25%
13                                                33%
14                                                50%
15                                               100%

In the event a Participant receiving such installments dies before all installments are paid, Beneficiary shall receive the balance remaining in such subaccount in a lump sum.

B. Notwithstanding any provision to the contrary, if at the time benefits are to commence, the Participant's Retirement Account has a value less than $50,000, the Participant's benefit hereunder shall be paid to the Participant as a lump sum within ninety (90) days of termination.

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6.3 Education Account.

A. If a Participant does not incur a Termination of Service prior to January 1 of the calendar year in which an Eligible Student of the Participant attains a Determination Age, the Employer shall pay to the Participant a benefit, as soon as administratively possible, determined as follows:

Eligible Student's                 Percentage of Eligible
Determination Age                  Student's Subaccount
     18                                       25%
     19                                       33%
     20                                       50%
     21                                      100%

B. If a Participant should incur a Termination of Service for any reason while having a balance in his Education Account, the Vested portion of the balance shall be distributed to the Participant, or Beneficiary if applicable, in accordance with Section 6.1.

C. Notwithstanding any provision to the contrary, if, on the January 1 of the calendar year in which an Eligible Student of Participant attains age 18, the Eligible Student's subaccount has a balance of less than $20,000, then said balance shall be paid to the Participant as soon as administratively possible.

D. Each Participant shall have a one-time option in respect of each of such Participant's Eligible Students, to increase each of the Determination Ages for such Eligible Student by one or more full years, such option to be exercised, if at all, by written notice given to the Administrator no less than one year earlier than the earliest original Determination Age for such Eligible Student.

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6.4 Fixed Period Benefit Account.

A. If a Participant does not incur a Termination of Service prior to a designated Benefit Distribution Date, the Employer shall pay to the Participant a benefit equal to the balance of the Participant's subaccount which has been earmarked with respect to said Benefit Distribution Date.

B. If a Participant should incur a Termination of Service for any reason while having a balance in his Fixed Period Benefit Account, the balance shall be distributed to the Participant, or Beneficiary, if applicable, in accordance with Section 6.1

6.5 Disability Hardship Distribution.

A. In the event of a Participant's Disability, a Participant may apply in writing to the Administrator for withdrawal against his Deferred Benefit Accounts at any time. The withdrawal shall only be allowed at the discretion of the Administrator and for purposes which constitute an "Unforeseen Emergency". As used herein, an Unforeseen Emergency means a severe financial hardship to the Participant resulting from the Disability. The Administrator will assess if circumstances constitute an Unforeseen Emergency based upon the facts of each case. However, the withdrawal shall not be allowed to the extent that such hardship is or may be relieved:

1. Through reimbursement or compensation by insurance or otherwise, or

2. By liquidation of the Participant's assets, to the extent that liquidation of such assets would not itself constitute a severe financial hardship.

If approved, the withdrawal shall be equal to the lesser of (i) the amount required to be distributed to meet the need caused by the Unforeseen Emergency, or (ii) the aggregate balance of the Participant's Deferred Benefit Accounts.

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B. To the extent a withdrawal shall be permitted pursuant to this
Section 6.5, the Participant's Deferred Benefit Accounts shall be correspondingly reduced in the following order:

1. The Fixed Period Benefit Account,

2. The Education Account,

3. The Retirement Account.

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

6.7 Withdrawal Option. Notwithstanding anything stated to the contrary in this Plan, each Participant shall have the option to withdraw and receive a distribution of all, but not less than all, of his entire balance in all Deferred Benefit Accounts subject to the following conditions:

A. as consideration for the withdrawal, Employer shall reduce the balance in each of Participant's Deferred Benefit accounts by ten percent (10%) immediately prior to permitting such withdrawal and distribution, the benefit of such reduction to accrue to Participant's Employer except in the case of an Independent Director, in which case such reduction shall accrue to the benefit of Parent;

B. as further consideration for the withdrawal, Participant shall not be entitled to make further deferrals into the Plan until the start of the second Plan Year to commence following the Plan Year of such withdrawal.

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ARTICLE VII
ADMINISTRATION

7.1 Appointment of Administrator. Tiffany shall appoint, on behalf of all Participants, an Administrator. The Administrator may be removed by Tiffany at any time and he may resign at any time by submitting his resignation in writing to Tiffany. 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 Tiffany.

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 fiduciary functions. Such appointment shall be made and accepted by the appointee in writing and shall be effective upon the written approval of Tiffany. 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. Any person, group of persons or entity may serve in more than one fiduciary capacity.

7.3 Records and Accounts. The Administrator shall maintain or shall cause to be maintained accurate and detailed records and accounts of Participants and of their rights under the Plan and of all investments, receipts, disbursements and other transactions. 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 discretionary powers and duties:

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

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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 therefor, leave of absence, reemployment, years of service, personal data, and compensation reductions. 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.

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7.7 Procedure to Claim Benefits. Each Participant or Beneficiary must claim any benefit to which he is entitled under this Plan by a written notification to the Administrator. If a claim is denied, it must be denied within a reasonable period of time, and 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. An explanation of the Plan's claim procedure.

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 he may submit issues and comments in writing. 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). In no event shall the decision be delayed beyond one hundred twenty (120) days after receipt of the request for review. The decision shall be written in a manner calculated to be understood by the claimant, and it shall include specific reasons and refer to specific Plan provisions as to its effect.

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ARTICLE VIII
AMENDMENT AND TERMINATION

8.1 Plan Amendment. The Plan may be amended in whole or in part by Tiffany and Parent at any time; provided that no such amendment shall reduce any Participant's Vested Deferred Benefits. Notice of any such amendment shall be given in writing to each Participant and each Beneficiary of a deceased Participant.

8.2 No Premature Distribution. Subject to Sections 8.3 and 8.4, no amendment hereto shall permit amounts accumulated pursuant to the Plan prior to the amendment to be paid to a Participant or Beneficiary prior to the time he would otherwise be entitled thereto.

8.3 Termination of the Plan. Tiffany reserves the right to terminate the Plan and/or the Deferral Agreements pertaining to Participants at any time in the event that Tiffany, 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 governmental action or other event beyond the control of the Participant and Tiffany or that the termination of the Plan is otherwise in the best interest of the Tiffany.

8.4 Effect of Termination. In the event of Plan termination pursuant to
Section 8.3, the Employer shall pay a benefit to the Participant or the Beneficiary of any deceased Participant, in lieu of other benefits under this Plan, equal to the full value of Participant's Deferred Benefit Accounts determined pursuant to Section 4.7, provided, however, that in the event that installment payments pursuant to Section 6.1C.1 have commenced in respect to a Participant, such installments payments will continue to made to such Participant and no premature distribution will be made in respect of such installment payments to such Participant.

8.5 Adverse Determination. Notwithstanding anything stated to the contrary in this Plan, if at any time, as a result of a Final Determination, a tax is payable by a Participant in respect of any benefit under this

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Plan prior to payment under the terms of this Plan of such benefit, then Employer shall pay to the Participant who is required to pay such tax the amount of such tax and such Participant's Deferred Benefits shall be reduced by the amount of such tax. Employer reserves the right, in its sole discretion, to allocate the amount of such tax among the various Deferred Benefit Accounts of any Participant who is required to pay such tax. For the purposes of this Section 8.5 the term "Final Determination" means (i) an assessment of tax by the United States Internal Revenue Service addressed to the Participant or his Beneficiary which is not timely appealed to the courts; (ii) a final determination by the United States Tax Court or any other Federal Court, the time for an appeal thereof having expired or been waived; or (iii) an opinion by Employer's counsel, addressed to Employer and in form and substance satisfactory to Employer, to the effect that amounts payable under the Plan are subject to Federal income tax to the Participant or his Beneficiary prior to payment under the terms of the Plan. No Final Determination shall be deemed to have occurred until the Employer has actually received a copy of the assessment, court order or opinion which forms the basis thereof and such other documents as it may reasonably request.

ARTICLE IX
MISCELLANEOUS

9.1 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.

9.2 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.

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

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9.4 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.

9.5 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.

9.6 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.

9.7 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.

9.8 No Employment Agreement. Nothing in this Plan or in any Deferral Agreement entered into under 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.

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Tiffany and Company
("Tiffany")

By:________________________
Name: Patrick B. Dorsey
Title: Senior Vice President - Secretary

Attest:__________________________
Name: Scott Klion
Title: Assistant Secretary

Tiffany & Co.
("Parent")

By:________________________
Name: Patrick B. Dorsey
Title: Senior Vice President - Secretary

Attest:_________________________
Name: Scott Klion
Title: Assistant Secretary

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Schedule 4.5 to Tiffany and Company Executive Deferral Plan

Investment Funds

1. Fidelity Cash Reserves, 82 Devonshire Street, Boston Massachusetts. Investment Objective: as high a level of current income as is consistent with the preservation of capital and liquidity through investment in money market instruments.

2. Fidelity Magellan Funds, 82 Devonshire Street, Boston Massachusetts. Investment Objective: capital appreciation by investment primarily in common stock and securities convertible into common stock.

3. Fidelity Capital Appreciation Fund, 82 Devonshire Street, Boston Massachusetts. Investment Objective: capital appreciation.

Effective January 1, 1999 the Following Investment Funds Will Replace Those Indicated Above

1. Nationwide Separate Account Trust Money Market Fund (Nationwide Advisory Services, Inc.). Investment Objective: to provide as high a level of current income as is considered consistent with the preservation of capital and liquidity by investing primarily money market instruments.

2. Nationwide Separate Account Trust Nationwide Multi Sector Bond Fund (Saloman Brothers Asset Management). Investment Objective: to obtain a high level of current income. Capital appreciation is a secondary objective.

3. Dreyfus Corporation Stock Index Fund (Dreyfus Mellon Equity Associates). Investment Objective: to provide investment result that correspond to the price and yield performance of publicly traded common stocks in the aggregate, as represented by the Standard & Poor's 500 Composite Index. In anticipation of taking a market position, the Fund is permitted to purchase and sell stock index futures. The Fund is neither affiliated with nor sponsored by Standard & Poor's.

4. Fidelity VIP: Growth Opportunities Portfolio - Service Class (Fidelity Management & Research Corporation). Investment Objective: seeks capital growth and does not pursue income.

5. Fidelity VIP II: Contrafund Portfolio - Service Class (Fidelity Management & Research Corporation). Investment Objective: seeks long-term capital appreciation by investing primarily in a broad variety of common stocks, using both growth-oriented and contrarian principles.

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Exhibit 10.108 Tiffany & Co.

Report on Form 10-K
Fiscal 1998

AMENDED AND RESTATED
TIFFANY & CO. RETIREMENT PLAN
FOR NON-EMPLOYEE DIRECTORS

By resolution of its Board of Directors taken January 19, 1989, Tiffany & Co. established this Retirement Plan for Non-Employee Directors as a non-qualified deferred compensation plan for the exclusive benefit of its non-employee directors. This plan has been subsequently amended by resolutions of the Board of Directors taken March 16, 1989 and January 21, 1999.

ARTICLE I
INTRODUCTION

Section 1.1 Name of Plan. The name of the plan is the "Tiffany & Co.
Retirement Plan for Non-Employee Directors." It is also referred to as the "Plan."

Section 1.2 Effective Date. The effective date of the Plan is January 1, 1989.

ARTICLE II
DEFINITIONS

Section 2.1 "Administrator" shall mean the Secretary of the Company.

Section 2.2 "Board" shall mean the Board of Directors of the Company.

Section 2.3 "Company" shall mean Tiffany & Co., a Delaware corporation.

Section 2.4 "Compensation Committee" shall mean the Compensation Committee appointed by the Board, or its delegate.

Section 2.5 "Director" shall mean a member of the Board.

Section 2.6 "Non-Employee Director" shall mean a Director who, at the time he or she ceases to serve on the Board, is not an employee of the Company or any of its subsidiaries or affiliated business entities.

Section 2.7 "Participant" shall mean a Non-Employee Director.

Section 2.8 "Payment Date" shall mean the first business day of each calendar quarter.

Section 2.9 "Retainer" shall mean the lesser of (i) the annual retainer fee in effect at the time a Participant's service on the Board ceases, exclusive of additional fees,

if any, paid with respect to service on Board committees and any fees paid on a per-meeting-attended basis and (ii) $38,000.

Section 2.10 "Retirement Account Balance" shall mean, with respect to a Participant, an amount equal to (i) such Participant's full and fractional Years of Service (with partial months of service counted as full months) multiplied by (ii) such Participant's Retainer, minus (a) the pro-rata portion of the Retainer received by such Participant for any period during which such Participant did not serve in the capacity of Director except to the extent such portion has been forfeited (including forfeitures under the Company's 1988 Director Option Plan) or repaid by such Participant prior to the first Payment Date and (b) the sum of all payments made to such Participant pursuant to Section 3.3 below.

Section 2.11 "Retirement Age" shall mean, with respect to a Participant, the later of (i) such Participant's 65th birthday or (ii) the date such Participant ceases to serve on the Board.

Section 2.12 "Year of Service" shall mean each 12 month period subsequent to October 15, 1984 during which a Participant serves as a Director inclusive of any time served as a Director while an employee of the Company or any of its subsidiaries or affiliated business entities.

ARTICLE III
BENEFITS UNDER THE PLAN

Section 3.1 Eligibility to Receive Benefits Under the Plan. A Participant under this Plan shall be eligible to receive benefits under this Plan only if, at the time he or she ceases to serve on the Board, such Participant (i) is vested pursuant to Section 3.2 below, and (ii) has not earned an accrued benefit under any retirement plan which is (a) sponsored by the Company or any of its subsidiaries or affiliated businesses and (b) qualified under Section 401 (a) of the Internal Revenue Code of 1986, as amended.

Section 3.2 Vesting of Benefits Under the Plan. No Participant shall be vested in any benefits until the Participant completes 5 years of Service on the Board. After a Participant completes 5 years of Service on the Board, the Participant's benefits under the Plan shall be fully vested. In the case of any break in service, all Years of Service shall be aggregated to measure the total Years of Service.

Section 3.3 Amount of Annual Benefit Payable Under The Plan. A Participant who is eligible to receive benefits under Section 3.1 shall be entitled to receive a quarterly benefit equal to the lesser of
(i) twenty-five percent (25%) of his or her Retainer or (ii) his or her Retirement Account Balance.

Section 3.4 Time and Duration of Payments Under the Plan. Benefits under the Plan shall be paid on each Payment Date, provided the Participant is alive on such Payment Date, beginning with the Payment Date immediately following the date a Participant reaches Retirement Age and shall continue until the Participant's Retirement Account Balance equals zero (0).

In no event shall any benefits be paid under the Plan after the death of a Participant other than benefits due and payable under the Plan at the time of the death of the Participant.

Notwithstanding any other provision of this Plan to the contrary, the Compensation Committee may, in its sole discretion by majority approval of its members, direct that payments be made before such payments are otherwise due if, for any reason (including, but not limited to, a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, or a decision by a court of competent jurisdiction involving a Participant or beneficiary) it believes that a Participant or beneficiary has recognized or will recognize and will be required to pay federal income taxes in respect of amounts that are or will be payable to him or her under the Plan before they are paid. In making this determination, the Compensation Committee shall take into account the hardship that would be imposed on the Participant or beneficiary by the payment of federal income taxes under such circumstances.

Section 3.5 Non-Assignability of Interests. The interests herein and the right to receive benefits hereunder may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a Participant becomes bankrupt, the interests under the Plan of the person affected may be terminated by the Compensation Committee, which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such interests as it deems appropriate.

ARTICLE IV
PLAN ADMINISTRATION

Section 4.1 Administration. The Plan shall be administered by the Administrator. However, the Compensation Committee shall have the authority to interpret the Plan and any such interpretation shall be final and binding on all parties. The Board, or if specifically delegated, its delegate, may amend or terminate the Plan at any time, provided that no such amendment or termination shall adversely affect the amounts payable or accrued under the Plan before the time of such amendment or termination

unless the Participant becomes entitled to a benefit equal in value to such amount under another plan or practice adopted by the Company. The Company will pay for all distributions made pursuant to the Plan and for all costs, charges and expenses relating to the administration of the Plan.

Section 4.2 Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and the internal laws of the State of New York.

Certified as correct:

Exhibit 10.113 Tiffany & Co.

Report on Form 10-K
Fiscal 1998

TIFFANY AND COMPANY

PENSION PLAN

SECTION 1 - DEFINITIONS

The following words and phrases as used herein shall have the following meanings unless a different meaning is plainly required by the context:

(1) "Plan" Tiffany and Company Pension Plan, as described herein or as from time to time hereafter amended or restated.

(2) "Company" Tiffany and Company, Howard H. Sweet & Son, Inc. (formerly, Tiffco Jewelry and Chain Crafts, Inc.), or Judel Products Corp. (formerly, Glassware Acquisition Inc.), provided, however, that, in the case of a person who is an Employee of Tiffany and Company on his Employment Commencement Date, the term "Company" as used herein with respect to such person shall refer to Tiffany and Company, in the case of a person who is an Employee of Howard H. Sweet & Son, Inc. on his Employment Commencement Date, the term "Company" as used herein with respect to such person shall refer to Howard H. Sweet & Son, Inc., and in the case of a person who is an Employee of Judel Products Corp. on his Employment Commencement Date, the term "Company" as used herein with respect to such person shall refer to Judel

                        Products Corp.

(3) "Board of
    Directors"          Board of Directors of Tiffany and Company.

(4) "Pre-ERISA
    Plan"               Tiffany and Company Pension Plan and Trust as in effect
                        through January 31, 1976, incorporating an informal
                        pension plan maintained by the Company prior to February
                        1, 1968.

(5) "Affiliate" Any member of the controlled group of companies of which the Company is a member within the meaning of Section
414(b), (c) and (m) of the Code.

(6) "Committee" The Pension Committee as described in Section 7.

(7) "Plan Year" Each twelve (12) month period commencing February 1 and ending on or before January 31, 1981, the eleven (11) month period ending December 31, 1981 and each calendar year thereafter.

(8) "Employee" Any person employed by the Company who receives regular stated compensation from the Company, but excluding employees (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. Notwithstanding any other provision of the Plan, in the case of an Employee who shall transfer from a foreign location to a U.S. location or vice versa, the Committee may, by regulation or otherwise and to the extent it considers advisable, treat service and/or compensation during the period of such transfer, including compensation from and service with an Affiliate, as service and/or compensation with the Company for the purposes of vesting and/or for determining the amount of pension or other benefits which may be payable under the Plan.

Based on his stated work schedule an Employee shall be classified as a Regular Employee or a Part-time Employee. A change in status between Part-time Employee and Regular Employee shall be deemed effective for purposes of Subsections (3) and (4) of Section 4 as of the first of the month coincident with or next following the date of such change or, in the case of an Employee who terminates employment and is reemployed in a different status prior to incurring a Break in Service, as of the intervening first day of a Plan Year or, if none, as of the first of the month coincident with or next following the date of termination.

If a change in status between Part-time Employee and Regular Employee is deemed effective on other than the first day of a Plan Year and clause (ii) (A) of Subsection 4(3) is applicable to the Employee, he shall not incur a Break in Service with respect to the Plan Year in which the change is deemed effective, and shall for purposes of determining Compensation, Average Final Compensation and Creditable Service be considered to have been a Regular Employee for the entirety of such Plan Year; if such a change in status is deemed effective on other than the first day of a Plan Year and clause (ii) (B) of Subsection 4(3) or Subsection 4(4) is applicable to the Employee, he shall for purposes of determining Compensation, Average Final Compensation and Creditable Service be considered to have been a Part-time Employee for the entirety of the Plan Year in which the change is deemed effective.

(9) "Participant" Any person included as a Participant as provided in
Section 2, except an Employee covered by a collective bargaining agreement which expressly excludes members of the collective bargaining unit from the Plan.

(10) "Compensation" (i) In the case of an Employee who is not paid on a piecework basis, the actual base salary paid to him for services rendered to the Company (exclusive of amounts attributable to the exercise of employee stock options), including straight time for all hours worked, commissions, bonuses, premiums and incentives; and (ii) in the case of an Employee who is paid on a piecework basis, the actual remuneration paid to him; and (iii) in the case of any Employee shown in the attached Appendix I, the reference to Company for purposes of this Subsection 1(10) only shall also refer to Affiliates of the Company prior to October 15, 1984.

[Rule: For the purposes of determining a Participant's Compensation under the Plan, such calculation shall be made without regard to any deductions from a Participant's earnings for (i) contributions to the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan, (ii) premium payments under any of the Company's health care plan(s), (iii) allocations to a Dependent Care Spending Account, or (iv) deferrals under the Company's Executive

                        Deferral Plan, which are not includable in the gross
                        income of the Participant for the taxable year in which
                        such contributions, payments, allocations and/or
                        deferrals are made.]

(11) "Average Final
     Compensation"      With respect to an Employee his average annual
                        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
                        "Average Final Compensation" shall be computed over all
                        such years.

                        Except in respect of subdivision (b) of Subsection 5(1),
                        "Average Final Compensation" shall reflect those five
                        years of his last ten years of creditable service prior
                        to July 31, 1985 or December 31, 1984, as required by
                        Section 5, in which his compensation was highest.
                        Compensation earned subsequent to July 31, 1985 or
                        December 31, 1984, as required by Section 5, shall not
                        be reflected in this calculation.

                        [Rule: With respect to the change in the definition of
                        Average Final Compensation under Subsection 1(11) of the
                        Plan effective for Plan Years beginning after December
                        31, 1994, such change shall not apply to any
                        Compensation earned prior to the effective date of such
                        change. Accordingly, if Compensation for any Plan Year
                        beginning prior to January 1, 1995 is taken into account
                        in calculating Average Final Compensation or for any
                        other purpose under the Plan, Compensation for such Plan
                        Year shall be determined in accordance with the previous
                        definition of Average Final Compensation. In addition,
                        the Accrued Benefit determined in accordance with the
                        new definition of Average Final Compensation shall not
                        be less than the Accrued Benefit determined as of
                        December 31, 1994 under the previous definition.]

(12) "Creditable
     Service"           The period including fractions of a year rounded up to
                        the next whole month of an Employee's service which is
                        counted as a period of service for vesting purposes
                        under Section 4; provided, however, that in the case of
                        an Employee who accrued Creditable Service hereunder
                        both as a Part-time Employee and also as a Regular
                        Employee, any Plan Year during which he completes at
                        least 1,000 hours of service but less than the standard
                        number of hours of service in the regularly scheduled
                        work weeks for the location at which he is employed
                        shall be counted as the corresponding fraction of a year
                        of Creditable Service; and provided, further, that in
                        the event of a change in status to which clause (ii)(B)
                        of Subsection 4(3) applies, there shall be taken into
                        account for purposes of the preceding clause, with
                        respect to the Plan Year in which the change in status
                        is effective, forty-five hours of service for each week
                        or partial week of service performed subsequent to the
                        change in status and before the end of such Plan Year.

                        If an Employee becomes re-employed after February 1,
                        1976, and again becomes a Participant pursuant to
                        Section 2, subject to Subsection 4(5), his service shall
                        be credited as of his Reemployment Commencement Date.

                        For an Employee shown in the attached Appendix I, any
                        period during which the Employee was an employee of an
                        Affiliate of the Company prior to October 15, 1984.

(13) "Actuarial
     Equivalent"        A benefit of equivalent value, when computed on the
                        basis of the factors shown in Appendix II.

(14) "Social
     Security
     Benefit"           The amount of the Participant's anticipated unreduced
                        primary insurance benefit under Title II of the Federal
                        Social Security Act. The benefit shall be computed on
                        the basis of such Act in effect at the earlier of July
                        31, 1985, or the time he last ceases to be a
                        Participant, and shall consist of that annual amount to
                        which he would upon proper application be entitled at
                        the date of retirement or termination, or at age 65 if
                        later, on the basis of his

Compensation as determined under the Plan irrespective of earnings he may be receiving in excess of any limit on earnings for full entitlement to such benefit.

When used in connection with the computation of any retirement allowance other than a retirement allowance payable to a Participant who terminates employment at or after age 65, it 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 retirement or termination. 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 had compensation for Social Security purposes after 1951, or age 22 if later and prior to his last date of hire or rehire which increased 6 percent each year to his Compensation on such date of hire or rehire.

Each Participant shall have the right to have his Social Security Benefit computed on the basis of the Participant's actual salary history as of the earlier of July 31, 1985, or the time he last ceases to be a Participant, instead of estimated compensation. Each Employee shall be provided with written notice of the Employee's right to supply actual salary history and of the financial consequences of failing to supply such history. The notice must be given each time the summary plan description is provided to the Employee and must also be given upon separation from service. The notice must state that the Employee can obtain the actual salary history from the Social Security Administration. If the Participant supplies documentation of his or her actual salary history, the Participant's benefit will be adjusted to the offset based on actual salary history for years previously estimated before separation from service (assuming no post-separation or post-retirement compensation). Such documentation must be supplied within a reasonable period following the later of the date of separation from service (by retirement or otherwise) or the time when the Participant is notified of the benefit to which he is entitled.

(15) "Hour of

     Service"           (1) Any hour for which a Regular Employee or a Part-time
                        Employee is directly or indirectly paid or entitled to
                        payment by the Company for the performance of duties,
                        which such hours shall be credited, in the case of a
                        Part-time Employee, for the computation period or
                        periods in which the duties are performed;

                        (2) Any hour for which a Part-time Employee is directly
                        or indirectly paid or entitled to payment by the Company
                        for reasons (such as vacation, sickness or disability)
                        other than for the performance of duties, which such
                        hours shall be credited to the Part-time Employee in
                        accordance with Department of Labor Regulations section
                        2530.200b-2; and

                        (3) Any hour for which back pay, irrespective of
                        mitigation of damages, has been either awarded or agreed
                        to by the Company in the case of a Part-time Employee,
                        which such hours shall be credited to the Part-time
                        Employee for the computation period or periods to which
                        the award or agreement pertains.

                        Any Employee who is paid on a piecework basis shall be
                        credited with ten Hours of Service for each day on which
                        he would be entitled to credit for one Hour of Service
                        under the foregoing definition.

(16) "Employment
     Commencement
     Date"              In the case of a Regular Employee, the date on which he
                        first performs an Hour of Service. In the case of a
                        Part-time Employee, "Employment Commencement Date" shall
                        mean the first day for which he is entitled to be
                        credited with an Hour of Service under subdivision (1)
                        of Subsection 1(15) above.

(17) "Discontinuance
     of Active
     Employment Date"   In the case of a Regular Employee, the earlier of (i)
                        his retirement or other termination of employment with
                        the Company, or (ii) the first anniversary of the first
                        day of any continuing period of absence from service
                        with the Company, with or without pay, which is neither
                        (A) a leave

                        of absence described in Subsection (1), (2) or (3) of
                        Section 3, nor (B) the result of his retirement or
                        termination.

(18) "Break in
     Service"           (1) In the case of a Part-time Employee, a Plan Year in
                        which he fails to complete an Hour of Service, other
                        than a Plan Year during any part of which he is on a
                        leave of absence described in Section 3. In the case of
                        a Regular Employee, a Break in Service shall occur when
                        he fails to perform an Hour of Service within a one-year
                        period beginning on any Discontinuance of Active
                        Employment Date.

                        (2) In addition, and notwithstanding the rules described
                        under subdivision (1) of Subsection 1(18) above, any
                        individual who is absent from the service of the Company
                        on account of pregnancy, birth of a child of such
                        individual, or for purposes of caring for such a child
                        during the period immediately following childbirth or
                        placement for adoption shall be credited, for purposes
                        of this Section, with the Hours of Service for which he
                        would normally have received credit had he not been
                        absent from the service of the Company for one of the
                        reasons described above, up to a maximum of five hundred
                        and one (501) Hours of Service, which hours shall be
                        credited in accordance with Section 202(b)(5) of ERISA,
                        as amended by the Retirement Equity Act of 1984, and
                        related regulations.

(19) "Reemployment
     Commencement
     Date"              In the case of a Regular Employee, the date on which he
                        first performs an Hour of Service following a Break in
                        Service. In the case of a Part-time Employee,
                        "Reemployment Commencement Date" shall mean the first
                        day for which he is entitled to be credited with an Hour
                        of Service under subdivision (1) of Subsection 1(15)
                        following (i) a Break in Service which follows either
                        (A) a Plan Year or other eligibility computation period
                        described in Section 2 in which he is credited with at
                        least an Hour of Service, or (B) a Plan Year during any
                        part of which he is on a leave of absence described in
                        Section 3, or (ii) a Plan Year in which he is credited
                        with no Hours of Service which follows a Reemployment
                        Commencement Date established

                        under clause (i).

(20)                    The masculine pronoun wherever used shall include the
                        feminine.

(21) "Code"             Internal Revenue Code of 1986, as amended.

(22) "Taxable Wage
     Base"              The contribution and benefit base under section 230 of
                        the Federal Social Security Act as in effect in the year
                        in question.

(23) "Covered
     Compensation"      The average (without indexing) of the Taxable Wage Bases
                        in effect for each calendar year during the 35-year
                        period ending with the year in which the Participant
                        attains (or will attain) social security retirement age,
                        calculated as provided in Treasury Regulation
                        ss.1.401(1)-1(c)(7).

(24) "Accrued Benefit"  The amount on a given date of the benefits provided
                        under Subsection 5(1) of the Plan using Average Final
                        Compensation, Covered Compensation and Creditable
                        Service determined as of such date. The Accrued Benefit
                        may be expressed in a form which is the actuarial
                        equivalent.

SECTION 2 - PARTICIPATION

(1) Any person who is a Participant as of December 31, 1981 shall remain a Participant in the Plan on January 1, 1982. After December 31, 1981, a Regular Employee shall become a Participant on the first anniversary of his Employment Commencement Date, provided that he is an Employee on such first anniversary. A Part-time Employee shall become a Participant after December 31, 1981 on January 1 or July 1 coincident with or next following the first anniversary of his Employment Commencement Date, provided (i) that he is an Employee on such January 1 or July 1, and (ii) that he completes 1,000 Hours of Service during the one-year period commencing on his Employment Commencement Date. If a person would have become a Participant but for the fact that he was not an Employee on the applicable entry date, he shall nevertheless become a Participant immediately upon his again becoming an Employee, provided he again becomes an Employee prior to incurring a Break in Service.

(2) If a Part-time Employee does not complete 1,000 Hours of Service during the one-year period commencing on his Employment Commencement Date, he shall become a Participant immediately following the close of the first Plan Year commencing after his Employment Commencement Date in which he does complete 1,000 Hours of Service, other than a Plan Year in which he has a Reemployment Commencement Date, in which case he shall become a Participant immediately following the close of (i) the one-year period commencing on such Reemployment Commencement Date or (ii) the first Plan Year commencing after such Reemployment Commencement Date, in which he completes 1,000 Hours of Service.

(3) A Regular Employee who has become a Participant shall cease to be a Participant on his Discontinuance of Active Employment Date, and a Part-time Employee who has become a Participant shall cease to be a Participant on the date he ceases to be an Employee or, if earlier, on the date on which he incurs a Break in Service. Such a former Participant, unless he ceased to be a Participant as a result of incurring a Break in Service, shall immediately again become a Participant if, prior to incurring a Break in Service, he either (i) performs an Hour of Service as a Regular Employee, or (ii) is entitled to be credited with an Hour of Service under subdivision (1) of Subsection 1(15) as a Part-time Employee.

(4) If an Employee who is vested ceases to be a Participant and has a subsequent Reemployment Commencement Date on which he is a Regular Employee, he shall again become a Participant as of his Reemployment Commencement Date if (i) he is an Employee on the first anniversary of such date or, (ii) he is not an Employee on such first anniversary but again becomes an Employee prior to incurring a Break in Service which is subsequent to his Reemployment Commencement Date. If an Employee who is vested ceases to be a Participant and has a subsequent Reemployment Commencement Date on which he is a Part-time Employee, he shall again become a Participant as of his Reemployment Commencement Date if he completes 1,000 Hours of Service during the one-year period commencing on his Reemployment

Commencement Date or, if he does not, as of the first day of the first Plan Year commencing after his Reemployment Commencement Date in which he completes 1,000 Hours of Service, other than a Plan Year in which he has another Reemployment Commencement Date.

(5) If any Employee who is not vested ceases to be a Participant and has a subsequent Reemployment Commencement Date, he shall again become a Participant in accordance with the appropriate rule of Subsection (4) for vested Employees, provided that the number of consecutive one-year Breaks in Service did not equal or exceed the greater of 5 or the aggregate number of years of service before such Break in Service. If his prior service does not satisfy the applicable condition of the preceding sentence, his Reemployment Commencement Date will be deemed his Employment Commencement Date for purposes of this Section, and rules of Subsections (1) and (2) hereof will apply.

(6) For purposes of this Section 2, in determining whether an Employee shall become a Participant, service with any Affiliate of the Company shall be taken into account, in accordance with the foregoing rules, as if such service had been rendered to the Company and such service shall include service as a leased employee within the meaning of Code Section 414(n) of the Company or an Affiliate.

(7) For purposes of this Section 2, William R. Chaney will not be considered a Participant at any time under the provisions of this Plan.

(8) Notwithstanding anything herein to the contrary, for purposes of this
Section 2, any person who was an employee of Howard H. Sweet & Son, Inc. (formerly Tiffco Jewelry and Chain Crafts, Inc.) on January 27, 1997, shall become a Participant in the Plan as of his or her Employment Commencement Date.

SECTION 3 - LEAVES OF ABSENCE

(1) The Company may authorize an unpaid or paid leave of absence under its standard personnel practices as applied in a uniform and non-discriminatory manner to all Employees similarly situated, provided that the Employee must return to service with the Company within the period of time specified in the authorization.

(2) Any Employee who shall be granted a leave of absence for service in the armed forces of the United States or in emergency government service, or pursuant to a leave granted by the Company, shall be deemed to be an Employee during such leave and his Compensation in the last full calendar year of his employment immediately preceding the beginning of such leave shall be deemed to be his annual Compensation for the purposes of the Plan during such leave, provided that such Employee returns to the employ of the Company within the period provided by law for the protection of his reemployment rights following his discharge or release from active duty in such armed forces.

(3) The Committee may, under rules uniformly applicable to all Employees similarly situated, include as service and compensation, respectively, for any Participant retiring hereunder, any period or periods of service and the compensation earned during such period or periods, not otherwise creditable or recognized hereunder, rendered or earned in the employment of any Affiliate; provided that the retirement allowance payable on account of such additional period of service shall be reduced by any employer-provided retirement benefit which is payable on account of the same period of service under any retirement plan of such Affiliate.

(4) Anything herein contained to the contrary notwithstanding, the Committee may, under rules uniformly applicable to all Employees similarly situated, include as service such other periods of excused absence from employment as it deems appropriate and consistent with Plan objectives.

[Rule: Except as otherwise specifically provided in this Section 3, where the Company authorizes a paid leave of absence which does not require the Employee to return to service with the Company, such Employee shall be deemed to be an Employee during such leave for all purposes under the Plan.]

SECTION 4 - VESTING

(1) A person shall be vested if the period of his service equals or exceeds five years computed in accordance with the rules set forth in this section or when he attains normal retirement age as specified in subdivision (a) of Subsection 5(2) hereof. A person shall also be vested if he was (i) an employee of Howard H. Sweet & Son, Inc. (formerly Tiffco Jewelry and Chain Crafts, Inc.) on January 27, 1997, and (ii) a Participant in the Plan as of such date.

(2) There shall be counted as periods of service for vesting purposes the sum of the following periods:

(a) any period prior to February 1, 1976 during which a person was an Employee, unless such period would have been disregarded in computing service under the rules of the Plan regarding Breaks in Service then applicable, but including any period which was disregarded solely because of the Participant's age;

(b) with respect to a Part-time Employee, each Plan Year beginning on or after February 1, 1976 during which such Employee completes 1,000 Hours of Service;

(c) with respect to a Regular Employee, each period of his employment with the Employer, beginning on both (i) the later of February 1, 1976 or his Employment Commencement Date and (ii) any Reemployment Commencement Date after February 1, 1976, and ending on his Discontinuance of Active Employment Date next following;

(d) with respect to a Regular Employee, the period between any Discontinuance of Active Employment Date and the date on which he next performs an Hour of Service if such date is within one year of such Discontinuance of Active Employment Date; provided, however, that if a Regular Employee's employment is terminated during any absence from service which would not otherwise result in a Discontinuance of Active Employment Date until the first anniversary of the first day thereof, vesting service shall include the period from his discontinuance of Active Employment Date to the date on which he next performs such an Hour of Service only if he next performs such an Hour of Service within one year of the first day of such absence.

(e) with respect to an Employee shown in the attached Appendix I, the period during which the Employee was an employee of an Affiliate of the Company prior to October 15, 1984.

Notwithstanding the foregoing, in no event shall the number of years of service credited to an Employee under the Plan as in effect on January 1, 1982 be less than the number of such years credited to him under the Plan as in effect on December 31, 1981.

(3) For purposes of Subsection (2) above, if a person's status is changed from Part-time Employee to Regular Employee, he shall receive credit, as of the date such change in status is effective, for a period of service consisting of (i) service credited to him under Subsection (2)(a) and (b) for Plan Years prior to the Plan Year in which the change in status is effective, and (ii) the greater of (A) the period beginning on the first day of the Plan Year in which the change in status is effective (or, if later, the first day he was an Employee during such Plan Year) and ending on the date such change in status is effective, or (B) the service which would be taken into account for such period under Subsection (2)(b) on the basis of Hours of Service completed to the date of change. If clause (ii)(A) of the preceding sentence applies, the Employee shall receive credit for service subsequent to the change in status commencing on the first day thereafter on which he is an Employee; if clause (ii)(B) of such sentence applies, he shall only receive credit for service subsequent to the change in status commencing on the day after the last day of the Plan Year in which the change in status is effective.

(4) For purposes of Subsection (2) above, if a person's status is changed from Regular Employee to Part-time Employee, he shall receive credit, as of the date such change in status is effective, for (i) a number of years of service equal to the number of 1-year periods of service credited to him under Subsections
(2)(a), (c) and (d) as of the date the change in status is effective, and (ii) forty-five Hours of Service for each week or partial week of any fractional part of a year credited to him under such Subsections (2)(a), (c) and (d) as of the date the change in status is effective, such hours to be credited to him for purposes of Subsection 2(b) in the Plan Year in which the change is effective.

(5) Notwithstanding anything to the contrary above, if a former Participant again becomes a Participant after incurring a Break in Service, service credited for vesting purposes prior to the date his participation ceased shall be disregarded if (A) his service for vesting purposes on such date is less than five years and (B) if the number of his consecutive one-year Breaks in Service equals or exceeds 5. However, for purposes of this Subsection (5), there shall be no forfeiture of vesting service prior to the date participation ceased if he remains a Participant at all times during those four consecutive Plan Years next following the Plan year in which he again becomes a Participant.

(6) Solely for the purposes of calculating vesting service under this Section 4 and not for the purpose of calculating Creditable Service under Subsection 1(12) hereof (except to the extent provided in Section 3 hereof), service with any Affiliate of the Company shall be taken into account as if the term "Company" in the foregoing rules included such Affiliate and service as a leased employee within the meaning of Section 414(n) on the Company or an Affiliate shall also be taken into account, provided that no period of service shall be taken into account hereunder more than once.

SECTION 5 - BENEFITS

(1) (a) Subject to Subsection 5(3), any person who, subsequent to December 31, 1984, ceases to be a Participant after he is vested and whose Month of Retirement occurs prior to December 1, 1988, shall be entitled to an annual retirement allowance, payable in monthly installments commencing at the end of the calendar month immediately following his Month of Retirement and continuing to and including the earlier of the December 1988 monthly payment or the last monthly payment in the month of his death, equal to the annual retirement allowance computed in subdivision (c) of this Subsection, plus, for each year or fraction of a year of Creditable Service beginning January 1, 1985, the sum of 1-1/2 percent of Compensation not in excess of the Taxable Wage Base and 2 percent of Compensation in excess of the Taxable Wage Base. For this subdivision
(a) of Subsection 5(1) only, Compensation earned after January 1, 1985, for any Participant who works less than a full Plan Year, will equal the Compensation he would have earned if he had worked the full Plan Year. In addition, a Participant's "Month of Retirement" for the purposes of this Subsection 5(1) only is the month in which he attains the normal retirement age specified in subdivision (a) of Subsection 5(2) or, if later, in which he ceases to be a Participant.

(b) Subject to Subsection 5(3), any person who, subsequent to December 31, 1984, ceases to be a Participant after he is vested shall be entitled to an annual retirement allowance, payable in monthly installments commencing at the end of the later of January 1989 or the calendar month immediately following his Month of Retirement, and continuing to and including the last monthly payment in the month of his death, equal to 1 percent of the Participant'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. For this subdivision (b) of Subsection 5(1) only, Compensation earned after January 1, 1985, for any Participant or former Participant who works less than a full Plan Year, will equal the Compensation he would have earned if he had worked the full Plan Year.

(c) The annual retirement allowance accrued as of December 31, 1984, shall be equal to the excess of (i) 1-3/4 percent of the Participant's Average Final Compensation (determined as of December 31, 1984) multiplied by the number of his years of Creditable Service (determined as of December 31, 1984) up to ten plus 1-1/2 percent of the Participant's Average Final Compensation (determined as of December 31, 1984) multiplied by his remaining years of Creditable Service (determined as of December 31, 1984) over (ii) 1-1/4 percent of the Participant's Social Security Benefit (determined as if the Participant had terminated as of December 31, 1984) multiplied by the number of his years of Creditable Service (determined as of December 31, 1984) completed by him subsequent to the end of the calendar month in which he attained age 25 (for purposes of this clause (ii) of this Subsection 5(1)(b), prorating Creditable

Service accrued for the Plan Year in which he attained age 25 if he was then considered a Part-time Employee), up to a maximum of 50 years.

(d) In no event shall the annual retirement allowance computed in subdivisions (a), (b) and (c) of this Subsection (5)(1) be less than the annual retirement allowance computed as the excess of (i) 1-3/4 percent of the Participant's Average Final Compensation (determined as of July 31, 1985) multiplied by the number of his years of Creditable Service (determined as of July 31, 1985) up to ten plus 1-1/2 percent of the Participant's Average Final Compensation (determined as of July 31, 1985), multiplied by his remaining years of Creditable Service (determined as of July 31, 1985) over (ii) 1-1/4 percent of the Participant's Social Security Benefit (determined as if the Participant had terminated as of July 31, 1985) multiplied by the number of his years of Creditable Service (determined as of July 31, 1985) completed by him subsequent to the end of the calendar month in which he attained age 25 (for purposes of this clause (ii) of this Subsection 5(1)(c), prorating Creditable Service accrued for the Plan Year in which he attained age 25 if he was then considered a Part-time Employee), up to a maximum of 50 years.

(e) In no event shall the annual retirement allowance computed in subdivisions (a), (b) and (c), and subject to a minimum benefit as computed in subdivision (d) of this Subsection (5)(1) be less than $100 multiplied by the number of his years of Creditable Service. In addition, no Participant's Accrued Benefit shall be less than what such Participant had accrued as of the last day of the last Plan Year beginning before January 1, 1989.

(2) (a) Normal Retirement - A Participant who has reached the later of (i) his 65th birthday or (ii) the 5th anniversary of his date of hire (normal retirement age hereunder) may retire on a retirement allowance computed in accordance with Subsection 5(1); except that any Participant shall, at his election, be continued in service after age 65. At normal retirement age, all benefits payable under the Plan shall be nonforfeitable.

(b) Early Retirement - Any Participant who has attained age 60 and has rendered 15 or more years of Creditable Service shall be retired by the Committee on a retirement allowance on the first day of the calendar month next following receipt by the Committee of a written application therefor by the Participant. At the Participant's election, he shall receive a retirement allowance commencing on his retirement which shall be equal to the retirement allowance computed in accordance with 5(1) he would otherwise receive upon attaining age 65, reduced by 1/12th of 5 percent for each month by which the date of his retirement allowance would otherwise have commenced under Subsection 5(1).

At the time of retirement pursuant to this subsection (b) on a retirement allowance commencing on his retirement, the Participant may elect to convert the retirement allowance otherwise payable to him into an Actuarial Equivalent of such amount so that, with his Social Security Benefit which, for this purpose, shall be assumed to commence as of either his sixty-second or sixty-fifth birthday, as the Participant elects, the Participant will receive, so far as

possible, the same amount each year before and after he commences to receive such Social Security Benefit.

(c) Vested Retirement - Payments to any person who ceases to be a Participant on or after February 1, 1976, and is entitled to a retirement allowance pursuant to Subsection 5(1) and to whom subdivisions (a) and (b) of Subsection 5(2) do not apply shall commence on the last day of the calendar month next following the later of (i) the occurrence of his 65th birthday or
(ii) receipt by the Committee of a written application therefor; provided that if the proper amount of such payment cannot for any reason be ascertained by such date, a payment retroactive to such date shall be made within sixty days of the earliest date on which it can be ascertained. Such a person may, by written notice to the Committee, elect to have his retirement allowance commence at any time after he has attained age 60 and completed 15 years of Creditable Service and after receipt by the Committee of his application for benefits; provided, however, that payment of such allowance prior to the attainment of age 65 shall be in a reduced amount and shall be the Actuarial Equivalent as of the date payments commence of the retirement allowance computed in accordance with Subsection 5(1) which he would otherwise receive after attaining age 65.

(3) Optional Benefits in Lieu of Regular Benefits. (a) Prior to commencement of the payment of a retirement allowance to a Participant, he shall be given a written explanation of the benefits and the options under subdivision (b) hereof pursuant to which he may provide a benefit for his spouse in the event of his death after his retirement. Unless an optional form of benefit is selected pursuant to an election meeting the same requirements as prescribed in Section 5(3)(c), or with respect to former Participants in Section 5(4)(f), within the ninety (90) day period ending on the date benefit payments would commence, a married Participant shall be deemed to have elected to convert his retirement allowance into an Actuarial Equivalent in the form of an annuity for his life with a survivor annuity for the life of his spouse equal to one-half of the amount of the annuity payable during their joint lives.

(b) Any Participant may, by written notice made in accordance with the same requirements for former Participants as prescribed in Section 5(4)(f) and filed with the Committee prior to the date of the commencement of his retirement allowance, elect to convert his retirement allowance into the Actuarial Equivalent thereof paying a proportionately reduced retirement allowance during 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, at his designation, shall continue during the life of, and shall be paid to, the beneficiary designated by him at the time of electing the option. The election of an optional benefit may be revoked or changed by the Participant at any time prior to the benefit commencement date; provided, however, that if the Participant or the beneficiary designated under the option dies prior to the date the election of the option becomes effective, the option shall thereby be automatically revoked; and provided, further, that if the designated beneficiary is other than the Participant's spouse, the present value of the payments to be made to such Participant shall be more than 50 percent of the present value of the total payments to be made to the Participant and his beneficiaries. A Participant's designation of

a beneficiary other than the Participant's spouse shall not be effective unless
(i) the Participant and his spouse have waived the spouse's allowance defined in Subsection 5(4)(d) and the spouse has waived his or her right to be the Participant's beneficiary, (ii) the Participant has no spouse, or (iii) the spouse cannot be located.

(c) Effective on or after August 23, 1984, in the event that a married Participant elects to receive his Plan benefit in a form other than an annuity for his life with a survivor annuity for the life of his spouse, such election shall not take effect unless written consent of the spouse to such election, witnessed by a notary public or a member of the Committee, is on file with the Committee. Such consent shall be irrevocable as to any specific waiver or designation of any beneficiary. (The requirement of spousal consent may be waived by the Committee under certain limited circumstances in accordance with
Section 417(a)(2) of the Internal Revenue code of 1954, as amended, and related regulations.) A spousal consent filed with the Committee shall be applicable only with respect to the spouse who has signed such form.

(4) Survivorship Benefits. (a) Upon (i) the death of a Participant who has become vested in his Accrued Benefit, as provided in Section 4 of the Plan, (ii) the death of a Participant who has attained normal retirement age as specified in Subdivision (a) of Subsection 5(2), or (iii) the death of a former Participant who had attained age 60 and rendered 15 or more years of Creditable Service prior to the date he ceased to be a Participant (but who was not receiving at the time of his death any retirement allowance), there shall be payable to the Participant's or former Participant's spouse, if any, a spouse's allowance defined in Subsection 5(4)(d) below.

(b) Unless an optional form of benefit is selected within the election period pursuant to a qualified election, upon the death of a former Participant who had become vested in his Accrued Benefit, as provided in Section 4 of the Plan, there shall be payable to the former Participant's spouse, if any, a spouse's allowance as prescribed in Subsection 5(4)(e) below.

(c) The spouse's allowance shall commence as the first day of the calendar month following the month in which the Participant or former Participant died or would have been age 60, whichever is the later, except that the Committee may, under rules uniformly applicable to all Participants and former Participants similarly situated, direct payment commencing on the first day of any earlier calendar month after the Participant's or former Participant's death.

(d) If the Committee does not direct early commencement of payment, the spouse's allowance 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 annual rate of compensation at the time of his death or earlier termination of employment, or (ii) an allowance equal to the allowance the spouse would have received if the Participant or former Participant had retired or terminated his service on the date of his death and elected to receive, based on his Average Final Compensation, years of Creditable Service and age at such date, the maximum retirement allowance payable to him under Subsections 5(1) and 5(2), commencing at the earliest possible date and continuing after his death in the same monthly amount during the life of his

spouse. If the Committee does direct early commencement of payment, the spouse's allowance shall be a monthly allowance for the life of the spouse which is the Actuarial Equivalent of the allowance the spouse would otherwise have received pursuant to the preceding sentences. Notwithstanding the foregoing, in no event shall the spouse's allowance be less than the amount the spouse would have received under the terms of the Plan as in effect on December 31, 1984, had the Participant died on that date.

(e) If the Committee does not direct early commencement of payment, and unless an optional form of benefit is selected within the election periods pursuant to a qualified election, the former Participant's spouse allowance shall equal the allowance the spouse would have received if the former Participant had retired or terminated his service on the date of his death and elected to receive, based on his Average Final Compensation, years of Creditable Service at the date of termination of service with the Company, a retirement allowance payable to him under Subsection 5(1) and 5(2), commencing at the earliest possible date and continuing after his death in a amount equal to 50% of the amount that would have been payable to the Participant during his life. If the Committee does not direct early commencement of payment, the spouse's allowance shall be a monthly allowance for the life of the spouse which is the Actuarial Equivalent of the allowance the spouse would otherwise receive pursuant to the preceding sentences. Notwithstanding the foregoing, in no event shall the spouse's allowance be less than the amount the spouse would have received under the terms of the plan as in effect on December 31, 1984 had the former Participant died on that date.

(f) (i) Definitions. Election Period for Former Participants - The election period shall begin on the date that participation ceases.

Qualified Election for Former Participants - A waiver of the preretirement survivor annuity as described in Subsection 5(4)(e). The waiver must be in writing and must be consented to by the Participant's spouse. The spouse's consent to a waiver must be witnessed by a plan representative or notary public. Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a plan representative that such written consent may not be obtained because there is no spouse or the spouse cannot be located, a waiver will be deemed a qualified election. Any consent necessary under this provision will be valid only with respect to the spouse who signs the consent, or in the event of a deemed qualified election, the designated spouse. Additionally, a revocation of a prior waiver may be made by a Participant without the consent of the spouse at any time before the commencement of benefits. The number of revocations shall not be limited.

(ii) Notice Requirements. In the case of a qualified preretirement survivor annuity as described in Subsection 5(4)(e), the plan administrator shall provide each former Participant a written explanation of: (i) the terms and conditions of a qualified preretirement survivor annuity; (ii) the former Participant's right to make and the effect of an election to waive the qualified preretirement survivor annuity form of benefit; (iii) the rights of a former Participant's spouse; and (iv) the right to make, and the effect of, a revocation of a previous

election to waive the qualified preretirement survivor annuity. The Plan administrator shall provide such notice within the period beginning with the first day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age 35. If the Participant enters the Plan after the first day of the Plan Year in which the Participant attained age 32, the Plan administrator shall provide such notice no later than the close of the second Plan Year following the entry of the Participant into the Plan.

(5) Restoration to Participation. Anything herein contained to the contrary notwithstanding, if a former Participant who has received or is receiving benefits under this Section 5 again becomes an Employee, (i) any benefits he is receiving shall cease upon his reemployment if he is reemployed as a Regular Employee, or upon his satisfying the participation requirements of Section 2 if he is reemployed as a Part-time Employee, provided that benefits will not be suspended in any calendar month unless the Employee has completed at least 40 hours of service with the company in service recognized under Section 203(a)(3)(B) of ERISA or received payment for any such hours of service performed on each of 8 or more days in such month, (ii) he shall then again become a Participant, and (iii) the Creditable Service which he had when he last ceased to be an Employee shall be restored to him. On his subsequent retirement the benefit payable shall be based on his Compensation and Creditable Service before and after the period of prior retirement, reduced by an amount which is the Actuarial Equivalent of the benefits he received prior to his restoration to participation; provided, however, that such benefit shall not be less than the benefit he was receiving during his prior retirement. If benefit payments have been suspended, payments shall resume no later than the first day of the third calendar month after the calendar month in which the Employee ceases to be employed in ERISA Section 203(a)(3)(B) service. No payment shall be withheld by the Plan pursuant to this section unless the Plan notifies the Employee by personal delivery or first class mail during the first calendar month or payroll period in which the Plan withholds payments that his benefits are suspended. Such notifications shall contain a description of the specific reasons why benefit payments are being suspended, a description of the Plan provision relating to the suspension of payments, a copy of such provisions, and a statement to the effect that applicable Department of Labor regulations may be found in Section 2530.203-3 of the Code of Federal Regulations. In addition, the notice shall inform the Employee of the Plan's procedures for affording a review of the suspension of benefits. Requests for such reviews may be considered in accordance with the claims procedure adopted by the Plan pursuant to Section 503 of ERISA and applicable regulations.

(6) Termination of Benefit Payments. Payment of benefits under this Section 5 to a former Participant, his spouse or other beneficiary shall cease with the monthly payment for the month in which such former Participant, spouse or beneficiary dies.

(7) Disabled Participants. Anything herein contained to the contrary notwithstanding, any Participant while in receipt of payments under the Company's Short Term Illness Plan, Extended Illness Plan, Short Term Disability Plan or Long Term Disability Plan (collectively, the

"Program"), shall be treated as a Participant and shall continue to accrue Creditable Service until he dies, retires, or becomes ineligible for further payments under such Program, and his Compensation in the last full year of his employment shall be deemed to be his annual Compensation for purposes of the Plan during such period. In the event such a Participant dies, retires or becomes ineligible for further payments under such Program and is not restored to active service, any retirement allowance payable on his account under the Plan shall be made on the basis of his age, Average Final Compensation and Creditable Service at the time he died, retired or became ineligible.

(8) Maximum Trust Benefits. (a) Basic Limitation - Subject to the adjustments provided under Subsection (8)(b) of this Section, and in accordance with Section 415(b) of the Code, the maximum annual benefit payable to a Participant in a form described in this Section, commencing on or after the Participant's sixty-second (62nd) birthday and prior to his sixty-fifth (65th) birthday under this Plan and any other defined benefit plan maintained by the Company for any Plan year shall, in no event, exceed the lesser of: (1) $90,000 (as adjusted in accordance with Code Section 415(b)(2)(B) and regulations issued thereunder), or
(2) one hundred percent (100%) of the Participant's average total Compensation for the three consecutive Plan Years during which he was a Participant and had the greatest aggregate total compensation from the Company.

(b) Adjustments in the Limitation - (1) The maximum annual retirement allowance permitted under Subsection (8)(a) to any Participant who has completed less than ten (10) Years of Service with the Company shall be the amount determined under Subsection (8)(a), multiplied by a fraction, the numerator of which is the number of the Participant's Years of Service (including fractions of a year) and the denominator of which is ten (10). (2) The maximum annual retirement allowance permitted under Subsection (8)(a)(1) above shall be adjusted annually (or when allowable) for increases in the cost of living, in accordance with regulations issued by the Secretary of the Treasury pursuant to the provisions of Section 415(d) of the Code, as amended. Each adjustment (when allowable) shall be limited to the scheduled annual increase determined by the commissioner of the Internal Revenue Service. Such cost of living adjustment (when allowable) shall be effective not earlier than January 1 of the year in which it is made. (3) The maximum annual retirement allowance payable under Subsection (8)(a)(1) to any Participant who attains an early retirement age as specified in Section 5(2)(b) that occurs prior to his attainment of age sixty-two (62) shall be the Actuarial Equivalent of such maximum benefit under Subsection (8)(a)(1) commencing at age sixty-two (62) but based on the greater of the rate specified in Section 1(13) or a five percent (5.0%) interest rate, but not less than $75,000. (4) The maximum annual retirement allowance payable under Subsection (8)(a)(1) to any Participant whose actual retirement occurs after he attains the normal retirement age specified in Section 5(2)(a) shall be the Actuarial Equivalent of such maximum benefit under Subsection (8)(a)(1), commencing at his Normal Retirement Date but based on the lesser of the rate specified in Section 1(13) or a five percent (5.0%) interest rate.

(c) Limitation for Multiple Plans - In any case in which an Employee is a participant in both a tax-qualified defined benefit plan and a tax-qualified defined contribution plan maintained by the Company, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Plan Year shall not exceed 1.0. In the event such sum would otherwise exceed 1.0, the benefit projected under the defined benefit plan will be reduced as necessary so that such sum shall equal 1.0.

(1) The defined benefit plan fraction for any Plan Year is a fraction: (a) the numerator of which is the projected annual benefit of the Participant under the Plan (determined as of the close of the Plan Year), and (b) the denominator of which is the lesser of (i) or (ii), as follows: (i) 1.25 multiplied by the defined benefit plan dollar limitation under Subsection
(8)(a)(1) in effect for such year, or (ii) 1.4 multiplied by the amount specified under Subsection (8)(a)(2) for such year, (determined as of the close of the Plan Year).

(2) The defined contribution plan fraction for any calendar year is a fraction: (a) the numerator of which is the sum of the "annual additions", as defined in Section 415(c) of the Code, to the Participant's account as of the close of the Plan Year, and (b) the denominator of which is the sum of the lesser of (i) or (ii) for such year and each prior Year of Service with the Company: (i) 1.25 multiplied by the defined contribution plan dollar limitation in effect for such year, or (ii) 1.4 multiplied by twenty-five percent (25%) of the Participant's Compensation for such year.

(9) Prior Plan Provisions. Anything to the contrary herein notwithstanding, the Accrued Benefit and service credited for vesting purposes of any person who is a Participant on December 31, 1984 and January 1, 1985 for any period of service ending on or before December 31, 1984 shall be no less than the benefit he would have accrued at December 31, 1984 or the vesting service he would have completed at December 31, 1984 under the terms of the Plan as in effect on such date, assuming his credited service and Average Final Compensation were computed on such date.

(10) Limitation on Timing of Commencement of Benefit Payments. As required under Sections 401(a)(14) and 401(a)(9) of the Code, the timing of the commencement of payment of benefits under the Plan shall be subject to the following rules:

(a) General Rule - Unless the Participant otherwise elects, the payment of benefits under the Plan to a Participant may not be delayed beyond the later of the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs:

(1) the Participant's 65th birthday,

(2) the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan, or

(3) the Participant's termination of service with the Company.

(b) In general, distribution of benefits shall not be made or commence later than April 1 of the calendar year following the calendar year in which the employee attains age 70-1/2. For the purposes of this Section, Participants who are age 70-1/2 or older as of January 1, 1989, and who have not retired shall be deemed to have attained age 70-1/2 on such date. Notwithstanding the foregoing, a Participant who has attained age 70-1/2 either (i) before January 1, 1988, or
(ii) after December 31, 1998, and who is not a 5-percent owner (as defined in
Section 416(i) of the Code) will not commence payments until his retirement.

In the event a distribution of benefits to a Participant is required to begin under this Subsection before a Participant's actual retirement, such Participant's Accrued Benefit shall be determined as of the December 31 immediately preceding the date such distribution is required to begin. As of each succeeding December 31 prior to the Participant's actual retirement and as of his actual retirement, the Participant's Accrued Benefit shall be recomputed as if each such date were his actual retirement date.However, the amount of any additional Accrued Benefit resulting from such recomputation shall be reduced by the Actuarial Equivalent of the total benefits received by the Participant under the Plan prior to such recomputation. In no event, however, shall the Participant's Accrued Benefit, upon any recomputation hereunder, be less than the greater of (i) such Participant's Accrued Benefit as of December 31, 1994, and (ii) such Participant's Accrued Benefit as of the immediately preceding recomputation.

In the event a distribution of benefits to a Participant is not required to begin under this Subsection before the Participant's actual retirement, such Participant's Accrued Benefit shall be determined as of April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2. As of each succeeding December 31 prior to the Participant's actual retirement and as of his actual retirement, the Participant's Accrued Benefit shall be recomputed as if each such date were his actual retirement date. The amount of Accrued Benefit resulting from such recomputation shall be the greater of (a) the Accrued Benefit computed in accordance with Section 5 (without regard to this Subsection) based on his Average Final Compensation and Creditable Service as of the recomputation date or (b) the Actuarial Equivalent of the Accrued Benefit determined at the immediately preceding recomputation date. In no event, however, shall the Participant's Accrued Benefit, upon any recomputation hereunder, be less than the greater of (i) such Participant's Accrued Benefit as of December 31, 1998, and (ii) such Participant's Accrued Benefit as of the immediately preceding recomputation.

(11) Compensation Limit. In addition to other applicable limitations which may be set forth in the Plan and notwithstanding any other contrary provision of the Plan, for Plan Years beginning on or after January 1, 1994, the annual compensation of each employee taken into account under the Plan shall not exceed the annual compensation limit established by the Omnibus Budget Reconciliation Act of 1993 ("OBRA '93"). The annual compensation limit is $150,000, as adjusted by the Commissioner of Internal Revenue for increases in the cost of living in accordance with Section 401(a)(17) of the Code. The cost-of-living adjustment in effect for a

calendar year applies to any period, not exceeding 12 months, over which compensation is determined (a "Determination Period") beginning in such calendar year. If a Determination Period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the Determination Period, and the denominator of which is 12. For Plan Years beginning on or after January 1, 1994, any reference in this Plan to the limitation under Section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in the provision.

If compensation for any prior Determination Period is taken into account in determining a Participant's benefits accruing in the current Plan Year, the compensation for that prior Determination Period is subject to the OBRA '93 annual compensation limit in effect for that prior Determination Period. For this purpose, for Determination Periods beginning before the first day of the first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is $150,000.

Notwithstanding any other provision in the Plan, each Section
401(a)(17) Participant's Accrued Benefit under this Plan will be the greater of:

(a) such Participant's Accrued Benefit as of the last day of the Plan Year beginning before January 1, 1994, frozen in accordance with Section 1.401(a)(4)-13 of the Code regulations; or

(b) such Participant's Accrued Benefit determined with respect to the benefit formula applicable for the Plan Year beginning on or after January 1, 1994, as applied to the Participant's total years of Creditable Service taken into account under the Plan for purposes of benefit accruals.

For purposes of this Subsection, a Section 401(a)(17) Participant means a Participant whose current Accrued Benefit as of a date on or after January 1, 1994, is based on Compensation for a year beginning prior to the first day of the first Plan Year beginning on or after January 1, 1994, that exceeded $150,000.

(12) Intentionally omitted.

(13) Required Cash-outs of Certain Accrued Benefits. If a Participant terminates service and the present value of the vested accrued pension or survivor benefit provided under Subsection 5(2), 5(3), or 5(4) in respect of such Participant is equal to or less than $5,000, 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, except that, in the case of a qualified joint and survivor annuity or qualified pre-retirement survivor annuity, as such terms are defined under Code Sections 417(b) and 417(c), respectively, no such lump-sum distribution shall be made after the annuity starting date, as defined under Section 417(f)(2) of the Code.

For the purposes of determining the present value of a vested Accrued Benefit under this Subsection in respect of (i) current and future Participants who terminate service with the Company on and after January 1, 1997, and (ii) former Participants who, as of January 1, 1997, have not previously received a mandatory lump-sum distribution and are not currently receiving an annual retirement allowance under the Plan, the interest rate assumption shall be the annual rate of interest on 30-year U.S. Treasury securities in the third month prior to the date of distribution; and the mortality rate assumption shall be based on the GAM 1983 Mortality Table (with mortality rates composed of 50% of the male rates and 50% of the female rates), as such may be amended from time to time.

Notwithstanding Subsections 1(12) and 4(5) and any other provision herein to the contrary, if a former Employee who has received a lump-sum distribution of his entire non-forfeitable benefit under the Plan pursuant to this Subsection is re-employed by the Company, he shall be treated as a new Employee and prior service performed by the Employee in respect of such distribution shall be disregarded for purposes of determining his Accrued Benefit under the Plan.

(14) Rollover of Eligible Distributions. This Section shall apply to distributions made on or after January 1, 1993. Notwithstanding any provision in the Plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the Pension Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

For purposes of this Section:

(a) "eligible rollover distribution" shall mean any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include (i) any distribution that is one of a series of substantially equal payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a period of ten years or more, (ii) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code, and (iii) the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

(b) "eligible retirement plan" shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or an qualified trust described in Section 401(a) of the Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to a surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(c) "distributee" shall mean a Participant or former Participant. In addition, the Participant's or former Participant's surviving spouse and the Participant's or former Participant's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse.

(d) "direct rollover" shall mean a payment by the Plan to the eligible retirement plan specified by the distributee.

"(15) Additional Benefit Amounts for Certain Retirees. With respect to each former Participant in the Plan, or surviving spouse or other designated beneficiary of such former Participant, who in either case is listed by name or social security number in the attached Appendix III, such person shall be paid on a monthly basis, in addition to any monthly benefit such person is otherwise entitled to receive under the terms of the Plan, the amount set opposite such person's name in Appendix III, beginning May 1, 1998, and continuing until such person's death. Thereafter, if such person is a former Participant and shall have made one of the elections described in and in accordance with Section 3(b) hereof and such election is then in effect and has not been revoked, such payments shall continue during the life of, and shall be paid to, such person's surviving spouse or other beneficiary designated in such election until his or her death, provided, however, that, if such election provides for less than 100% of the former Participant's retirement allowance be paid to his or her surviving spouse or other beneficiary after the former Participant's death, the supplemental payments provided for in this Section 5(15) to such surviving spouse or other beneficiary shall be reduced in the same proportion as the former Participant's retirement allowance is adjusted pursuant to such election."

SECTION 6 - CONTRIBUTIONS

(1) All contributions under the Plan shall be made by the Company, and no contributions shall be required of Participants. The contributions shall be payable at such intervals as may be agreed upon by the Company and the Committee, but at least annually, and shall consist of such contributions as the Board of Directors may deem advisable, but at least an amount sufficient to maintain the Plan on a sound actuarial basis. All contributions shall be transferred by the Company to the Trustee or Trustees to be used in accordance with the Plan, except that such contributions are to revert to the Company, without earnings thereon but reduced by any losses thereon, under the following conditions:

(a) In the case of a contribution which is made by the Company by reason of a mistake in fact, such contribution shall be returned to the Company within one (1) year following its payment to the Plan; and

(b) If all or a portion of any contribution is determined to be non-deductible under Section 404 of the Code, such contribution, to the extent that it is determined to be non-deductible, shall be returned to the Company within one (1) year following such determination.

(2) Forfeitures arising from termination of service, death, or for any other reason shall not be applied to increase the benefits which any person would otherwise receive under the Plan but shall be used to reduce Plan contributions.

SECTION 7 - ADMINISTRATION OF THE PLAN

(1) The general administration of the Plan shall be the responsibility of a Pension Committee of no less than three members appointed from time to time by the Board of Directors to serve at the pleasure of the Board of Directors. The Committee is designated as the named fiduciary within the meaning of Section 402(a) of the Employee Retirement Income Security Act of 1974.

(2) Any Employee appointed a member of the Committee shall serve without compensation with respect to his services on the Committee. Any member of the Committee may resign by delivering his written resignation to the Board of Directors.

(3) The Board of Directors shall appoint one of the members of the Committee as Chairman. The Secretary, who need not be one of the members of the Committee, shall be designated by the Committee.

(4) The administrative expenses of the Plan shall be paid by the Company.

(5) The Committee shall designate bank depositories and shall delegate authority in connection therewith. It may delegate any portion of its authority to designated individuals or committees, and may retain legal counsel, auditors, actuaries and consultants and obtain clerical, accounting and other services, all as it deems necessary in carrying out the provisions of the Plan.

(6) The Committee may act at a meeting or in writing without a meeting. Meetings shall be held upon such notice, at such places and at such times as the Committee may from time to time determine. A majority of the member of the Committee shall constitute a quorum for the transaction of business. All actions taken by the Committee shall be by the vote of a majority of the members of the Committee, including actions in writing taken without a meeting.

(7) The Committee from time to time may establish rules for the administration of the Plan and the transaction of its business. All rules and decisions of the Committee shall be uniformly and consistently applied to all Participants who are similarly situated. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished to it by a Participant, the Company, the legal counsel of the Company or the Trustee of the Plan trust. The interpretation and construction of any provision of the Plan by a majority of the members of the Committee shall be final and conclusive.

(8) The Committee shall adopt from time to time 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 the Plan. As an aid to the Committee, the actuary designated by the Committee shall make annual actuarial valuations of

the assets and liabilities, actual and contingent, of the Plan, and shall certify to the Committee the tables which he would recommend for use by the Committee.

(9) The Committee shall establish and cause to be maintained a funding standard account and such other and additional accounts as it deems necessary for the proper administration of the Plan. It shall keep or cause to be kept in convenient form such data as may be necessary for actuarial valuations of the assets and liabilities of the Plan. The Committee shall prepare or cause to be prepared annually a report showing in reasonable detail the assets and liabilities of the Plan and giving a brief account of the operation of the Plan for the past year, and recommending the amount of the Company's contribution to the Plan for the ensuing year. Such report shall be submitted to the Board of Directors and shall be filed in the office of the Secretary of the Committee.

(10) In addition to the foregoing, the Committee shall have such duties and powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following:

(a) to construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;

(b) to prescribe procedures to be followed by Participants or other beneficiaries filing applications for benefits;

(c) to prepare and distribute in such manner as the Committee determines to be appropriate, information explaining the Plan;

(d) to receive from the Company and from Participants such information as shall be necessary for the proper administration of the Plan;

(e) to furnish the Company, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate;

(f) to receive, review and keep on file (as it deems convenient or proper) reports of the financial condition, and of the receipts and disbursements, of the Plan trust from the Trustee; and

(g) to appoint or employ individuals to assist in the administration of the Plan and any other agents it deems advisable, including legal and actuarial counsel.

The Committee shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements for eligibility for a benefit under the Plan.

(11) The Committee shall issue directions to the Trustee concerning all benefits which are to be paid from the Plan trust pursuant to the provisions of the Plan.

(12) The Committee may require a Participant or other beneficiary to complete and file with the Committee an application for a benefit and all other forms approved by the Committee, and to furnish all pertinent information requested by the Committee. The Committee may rely upon all such information so furnished it, including the Participant's or other beneficiary's current mailing address.

(13) The Committee and the individual members thereof shall be indemnified by the Company and not from the Plan trust against any and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto.

(14) In the event of an error in administering the Plan, including, without limitation, as to eligibility, participation or Creditable Service of any Participant, or as to the amount of payments made or to be made to a Participant or other beneficiary, the Committee may take any action, including making such contributions or payments or demanding such refunds or repayments it deems appropriate, to place the Participant or other beneficiary as nearly as possible in the position he would have been in had there been no error.

SECTION 8 - MANAGEMENT OF ASSETS

(1) All assets of the Plan shall be held as a special trust for use in connection with the Plan and providing the benefits and paying the expenses of the Plan, and no part of the corpus or income shall be used for or diverted to purposes other than for the exclusive benefit of Participants, retired Participants and their beneficiaries under the Plan prior to the satisfaction of all liabilities with respect to such Participants, retired Participants and their beneficiaries under the Plan. No person shall have any interest in or right to any part of the earnings of the trust, or any right in, or to, or under the trust or any part of the assets thereof, except as and to the extent expressly provided in the Plan and trust agreement.

(2) The Trustee or Trustees shall be appointed from time to time by the Committee by appropriate instrument with such powers, duties, rights and obligations as the Committee shall approve. The Committee may remove any Trustee at any time, upon reasonable notice, and upon such removal or upon the resignation of any Trustee the Committee shall designate a successor Trustee or Trustees.

(3) The Committee shall determine the manner in which the funds of the Plan shall be disbursed but subject to the provisions of the trust instrument under which the assets of the Plan are held.

(4) The Committee shall have the power to appoint one or more investment managers, within the meaning of Section 3(38) of the Employee Retirement Income Security Act of 1974, to manage (including the power to acquire and dispose of) any assets of the Plan which have been transferred to any Trustee or a specified portion thereof. In the event that the Committee shall appoint such investment managers, each such investment manager shall be solely responsible for the management and control of the assets to which he or it is appointed.

SECTION 9 - CERTAIN RIGHTS AND OBLIGATIONS

(1) It is the intention of the Company to continue the Plan and make its contributions regularly each year, but the Company, by action of its Board of Directors, may for any reason terminate or partially terminate the Plan. If all liabilities to or on account of the Participants, retired Participants and their beneficiaries have been satisfied or provided for in full and there is an amount remaining due to erroneous actuarial computations during the previous life of the Plan (within the meaning of the regulations under the Internal Revenue Code), then and not otherwise the Company shall be entitled to receive such remaining amount.

(2) The establishment of the Plan shall not be construed as conferring any legal rights upon any Employee or any person for a continuation of employment nor shall it interfere with the right of the Company to discharge any Employee and to treat him without regard to the effect which such treatment might have upon him as a Participant in the Plan.

(3) Any rulings made or acts taken under the Plan by the Board of Directors or by the Committee with respect to classification of Employees, contributions, or benefits shall be uniform in their nature and applicable to all those persons similarly situated. No ruling shall be made or act taken which shall be discriminatory under the provisions of the Internal Revenue Code.

(4) The provisions of this Subsection (4) shall apply to any one of the 25 highest paid Employees of the Company on any "Commencement Date" whose anticipated retirement allowance provided under the Plan at normal retirement date exceeds $1,500 per annum. "Commencement Date" shall mean the effective date of any amendment to the Plan which increases the benefits. In the event that during the first 10 years following a "Commencement Date" the Plan is terminated, the amount of the retirement allowance provided under the Plan for any one of the aforesaid Employees shall not be greater than the amount of allowance that can be provided by the largest of the following amounts: (a) $20,000, or (b) 20% of the first $50,000 of the Participant's "Annual Compensation", multiplied by the number of years and fractions thereof since the "Commencement Date" in which the full current costs have been met. As used in this paragraph, "Annual Compensation" means average compensation during the five calendar years (or the Participant's period of employment if less than five years) immediately preceding the date of termination of the Plan or immediately preceding the date of commencement of retirement benefits under the Plan, if earlier. The foregoing conditions shall not restrict the current payment of full retirement benefits called for by the Plan for any Participant or beneficiary who has retired while the Plan is in full effect and its full current costs have been met.

In the event that the present value of Plan assets as of the date of termination of the Plan, calculated utilizing Pension Benefit Guaranty Corporation assumptions as of the date of termination, equals or exceeds the present value of the total Accrued Benefits for all Participants

(whether or not nonforfeitable), Subsection (4) shall not be applicable to restrict the Accrued Benefits payable to the twenty-five (25) highest paid Employees.

This Subsection (4) is included in this Plan to conform to the requirements of Treasury Regulations Section 1.401-4(c) and shall cease to be effective at such time as the provisions of Treasury Regulations Section 1.401-4(c) or any substitute therefor are no longer effective or applicable.

(5) If any company is now or hereafter becomes an Affiliate of the Company, the Board of Directors may include the employees of such Affiliate in the participation in the Plan upon appropriate action by such company necessary to adopt the Plan. In such event, or if any persons become Employees of the Company as the result of merger or consolidation or as the result of acquisition of all or part of the assets or business of another company, the Board of Directors shall determine to what extent, if any, credit and benefits shall be granted for previous service with such Affiliate, but subject to the continued qualification of the trust for the Plan as tax exempt under the Internal Revenue Code. Any such Affiliate may terminate its participation in the Plan upon appropriate action by it, in which event the funds of the Plan held on account of Participants in the employ of such company not yet retired, after provision in full for all Participants who have retired from the employ of such company, shall be determined by the Committee on the basis of actuarial valuation, and shall be applied as provided in Section 9(1), in the manner there provided if the Plan should be terminated, or shall be segregated by the Trustee as a separate trust, pursuant to certification to the Trustee by the Committee continuing the Plan as a separate Plan for the employees of such company under which the Board of Directors of such company shall succeed to all the powers and duties of the Board of Directors, including the appointment of members of the Committee.

(6) The Plan shall not be merged no consolidated with, nor shall there be a transfer of any of its assets or liabilities to, any other plan, unless each Participant, former Participant or beneficiary shall (if the resulting plan were then terminated) be entitled to receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then been terminated).

(7) Upon the Plan's termination or partial termination, the rights of all affected Employees to benefits accrued to the date of such termination or discontinuance, to the extent then funded, shall be nonforfeitable.

(8) Where a Participant or beneficiary is receiving benefits under the Plan, or where a Participant has been separated from service and has nonforfeitable rights to benefits under the Plan, such benefits will not be decreased because of an increase in the benefit levels or wage payments under Title II of the Social Security Act, if such increase takes place after the later of (a) the last day of the Participant's service with Company or (b) September 2, 1974.

(9) Unless otherwise specifically provided herein, the terms of the Plan in effect at the date

an Employee's service terminates shall determine his rights and benefits thereafter.

SECTION 10 - CLAIM PROCEDURES

(1) Every claim for benefits under the Plan shall be in writing directed to the Committee or its designee.

(2) 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; and (iii) describe any further information or documentation necessary for the claim to be honored and explain why such documentation or information is necessary, and explain the Plan's review procedure.

(3) 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.

SECTION 11 - NON-ALIENATION OF BENEFITS

(1) No benefit under the 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, unless the assignment of such benefit or right is pursuant to a "qualified domestic relations order" as defined at
Section 206(d)(3)(B)(i) of ERISA, as amended by the Retirement Equity Act of 1984, and related regulations.

(2) If any person entitled to a benefit under the Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any benefit under the Plan except as specifically provided herein, 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.

SECTION 12 - TOP HEAVY PLAN

(1) Precedence of Section. Anything in this Plan to the contrary notwithstanding, the provisions of this Section 12 shall supercede and take precedence over any other provisions of the Plan for any Plan Year in which the Plan is determined to be a Top Heavy Plan as determined under Section 12(3).

(2) Definitions. For purposes of determining whether the Plan is a Top Heavy Plan, as determined under Section 12(3) below, for any Plan Year commencing on or after January 1, 1984, the following terms, wherever capitalized, shall have the meanings set forth below:

(a) Accrued Benefit - "Accrued Benefit" means the benefit accrued by a Participant under Section 5 of the Plan.

(b) Determination Date - "Determination Date" means the date on which the Plan is tested to determine if it is a Top Heavy Plan, which date shall be the last day of the Plan Year preceding the Plan Year for which the determination is being made.

(c) Key Employee - "Key Employee" means an Employee who, at any time during the current Plan Year or any of the four (4) preceding Plan Years, is or was:

(1) Officer - An officer of the Company (but not more than the lesser of:
(a) fifty (50) Employees, or (b) the greater of three (3) or ten percent of the Employees of the Company shall be considered officers for this purposes) whose annual Compensation is at least $45,000 or such greater amount as may be recognized for increase in the cost of living in accordance with Code Section 416(i)(1)(A)(i), or

(2) Employee Owner - One (1) of the ten (10) Employees owning the largest interests in the Company provided that his annual Compensation is at least $30,000 or such greater amount as may be recognized for increases in the cost of living in accordance with Code Section 416(i)(1)(A)(ii) (for purposes of this Section 12(2)(c)(2), if two (2) Employees have the same interest in the Company, the Employee with the greater annual Compensation shall be treated as having a larger interest), or

(3) Five Percent Shareholder - An Employee who is an owner of five percent (5%) or more of the Company, or

(4) Highly Compensated Shareholder - An Employee who is an owner of one percent (1%) or more of the Company and who has annual Compensation from the Company in excess of $150,000.

(d) Former Key Employee - "Former Key Employee" means a Participant in the Plan who, at any time during the four (4) preceding Plan Years, was a Key Employee but who is not a Key Employee in the current Plan Year or who terminated his service with the Company in one of the four (4) preceding Plan Years and was not a Key Employee in the Plan Year in which he terminated.

(e) Non-Key Employee - "Non-Key Employee" means a Participant in the Plan who, at any time during the current Plan Year, is neither a Key Employee nor a Former Key Employee.

(f) Top Heavy Plan - "Top Heavy Plan" means a Plan which is determined to be a Top Heavy Plan for a Plan Year, as described in Section 12(3).

(3) Determination of Top Heavy Plan Status. With respect to each Plan Year commencing on or after January 1, 1984, a calculation shall be made as of the applicable Determination Date to determine if the Plan is a Top Heavy Plan for such Plan Year. A Plan shall be considered to be a Top Heavy Plan for a Plan Year if the aggregate present value of the Accrued Benefit of Key Employees (excluding Former Key Employees) under the Plan exceeds sixty percent (60%) of the aggregate present value of the Accrued Benefit of all Key Employees (excluding Former Key Employees) and all Non-Key Employees under the Plan, determined as of the Determination Date. In making such determination, the Accrued Benefit of all individuals who were not employed by the Company during the five (5) year period ending on the Determination Date shall be excluded. In determining if the Plan is a Top Heavy Plan, it shall be aggregated with each other plan of the Company and/or a related organization in the required aggregation group as defined at Section 416(g)(2)(A)(i) of the Code and may be aggregated with any other plans of the Company and/or a related organization in the permissive aggregation group as defined at Section 416(g)(2)(A)(ii) of the Code.

(4) Intentionally omitted.

(5) Vesting in Top Heavy Plan Year. With respect to any Plan Year for which the Plan is determined to be a Top Heavy Plan, each Participant's accrued retirement allowance benefit shall vest in accordance with the following vesting schedule, in lieu of the vesting provisions described in Section 4:

Years of Service              Vesting Percentage
----------------              ------------------

Less than 2                           0%
2 but less than 3                    20%
3 but less than 4                    40%
4 but less than 5                    60%
5 but less than 6                    80%
6 or more                           100%

(6) Minimum Benefit Under Top Heavy Plan. Anything in Section 5 to the contrary notwithstanding, if the Plan is determined to be a Top Heavy Plan for any Plan Year commencing on or after January 1, 1984, in no event shall the annual retirement allowance payable to a Participant in the form and manner and at the time specified in Section 5 be less than: (a) 2.0% of the Participant's average Compensation for the five (5) consecutive year period in which his Compensation from the Company was the highest, multiplied by; (b) the number of Plan Years for which the Plan is determined to be a Top Heavy Plan, but in no event more than ten (10) such Plan Years.

(7) Maximum Limitation Under Top Heavy Plan. With respect to any Plan Year for which the Plan is determined to be a Top Heavy Plan, a 1.0 limitation shall be substituted for the 1.25 limitations at Subsection (8)(c)(1)(b)(i) and
(8)(c)(2)(b)(i) of Section 5.

SECTION 13 - AMENDMENTS

The Board of Directors may, at any time and from time to time, modify or amend in whole or in part any or all of the provisions of the Plan; provided that no such modification or amendment shall make it possible for any part of the assets of the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of Participants, former Participants and their beneficiaries under the Plan prior to the satisfaction of all Plan liabilities to them.

SECTION 14 - CONSTRUCTION

The Plan shall be construed, regulated and administered under the laws of the State of New York and the United States.

Exhibit 10.115a Tiffany & Co.

Report on Form 10-K
Fiscal 1998

Tiffany and Company
Split-Dollar Life Insurance Agreement

RIDER NO. 2 TO SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
Employee: William R. Chaney

Owner: 1994 Chaney Family Trust u/a 2/23/94

THIS RIDER amends that certain Split-Dollar Life Insurance Agreement made as of the 23rd day of February, 1994 by and between Tiffany and Company ("Tiffany") and the Employee and Owner named above (the "Agreement") and Rider No.1 to the Agreement. This Rider shall become part of the Agreement and any term or phrase defined in the Agreement shall have the same meaning in this Rider except as herein provided. To the extent that any term or provision of this Rider conflicts with any term or provision of the Agreement, this Rider shall supersede and control the Agreement and Rider No. 1.

Defined Term. The following initially capitalized term shall have the meaning ascribed to it below in lieu of that provided in Rider No. 1:

"Reduced Employee Death Benefit" means a reduced death benefit payable to Owner from the Policy pursuant to this Agreement equal to Two Hundred Percent (200%) of Ending Compensation less Five Hundred Thousand Dollars ($500,000).

IN WITNESS WHEREOF, the parties have signed and sealed this Rider as of the ___ day of October, 1998.

WITNESS:

------------------------------          ----------------------------------------
                                        William R. Chaney (Employee)


ATTEST:                                 Tiffany and Company
                                                ("Tiffany")

                                       By
------------------------------            --------------------------------------
Patrick B. Dorsey                         James N. Fernandez
Secretary                                 Executive Vice President


WITNESS:                                  1994 Chaney Famjily Trust u/a 2/23/94
                                          (owner)

                                       By
-----------------------------             --------------------------------------
                                          Carole C. Prosser, Trustee

Tiffany and Company
Split-Dollar Life Insurance Agreement

RIDER NO. 3 TO SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
Employee: William R. Chaney

Owner: 1994 Chaney Family Trust u/a 2/23/94

THIS RIDER amends that certain Split-Dollar Life Insurance Agreement made as of the 23rd day of February, 1994 by and between Tiffany and Company ("Tiffany") and the Employee and Owner named above (the "Agreement") and Riders Nos. 1 and 2 to the Agreement. This Rider shall become part of the Agreement and any term or phrase defined in the Agreement shall have the same meaning in this Rider except as herein provided. To the extent that any term or provision of this Rider conflicts with any term or provision of the Agreement, this Rider shall supersede and control the Agreement and Rider Nos. 1 and 2.

Defined Terms. The following initially capitalized term shall have the meaning ascribed to it below in lieu of that provided in Rider No. 1:

"Retirement" means January 31, 1999, whether or not Employee continues to be employed by Tiffany.

IN WITNESS WHEREOF, the parties have signed and sealed this Rider as of the ___ day of March, 1999.

WITNESS:

------------------------------          ----------------------------------------
                                        William R. Chaney (Employee)


ATTEST:                                 Tiffany and Company
                                                ("Tiffany")

                                       By
------------------------------            --------------------------------------
Patrick B. Dorsey                         James N. Fernandez
Secretary                                 Executive Vice President


WITNESS:                                 1994 Chaney Family Trust u/a 2/23/94
                                         (owner)

                                       By
-----------------------------             --------------------------------------
                                          Carole C. Prosser, Trustee

Tiffany and Company
Split-Dollar Life Insurance Agreement

RIDER NO. 2 TO SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
Employee: William R. Chaney

Owner: Babette C. Chaney et al Trust u/a 2/23/94

THIS RIDER supplements and amends that certain Split-Dollar Life Insurance Agreement made as of the 23rd day of February, 1994 by and between Tiffany and Company ("Tiffany") and the Employee and Owner named above (the "Agreement") and Rider No. 1 to the Agreement. This Rider shall become part of the Agreement and any term or phrase defined in the Agreement shall have the same meaning in this Rider except as herein provided. To the extent that any term or provision of this Rider conflicts with any term or provision of the Agreement, this Rider shall supersede and control the Agreement and Rider No. 1 thereto.

Defined Terms. The following initially capitalized terms and phrases are hereby deleted from the list of Defined Terms provided in Rider No. 1: "Ending Compensation" and "Reduced Employee Death Benefit." The following initially defined term is hereby added to the list of Defined Terms set forth in Paragraph
A. in Rider No. 1 and shall be used in substitution for the term "Reduced Employee Death Benefit" wherever such deleted term is used throughout Rider No. 1:

"Post-Retirement Employee Death Benefit" means a death benefit payable to Owner from the Policy pursuant to this Agreement equal to Five Hundred Thousand Dollars ($500,000).

IN WITNESS WHEREOF, the parties have signed and sealed this Rider as of the _____ day of October, 1998.

WITNESS:

------------------------------          ----------------------------------------
                                        William R. Chaney (Employee)


ATTEST:                                 Tiffany and Company
                                                ("Tiffany")

                                       By
------------------------------            --------------------------------------
Patrick B. Dorsey                         James N. Fernandez
Secretary                                 Senior Vice President


WITNESS:                               Babette C. Chaney et al Trust
                                       u/a 2/23/94 (owner)

                                       By
-----------------------------             --------------------------------------
                                          Carole C. Prosser, Trustee

Tiffany and Company
Split-Dollar Life Insurance Agreement

RIDER NO. 3 TO SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
Employee: William R. Chaney

Owner: Babette C. Chaney Trust u/a 2/23/94

THIS RIDER supplements and amends that certain Split-Dollar Life Insurance Agreement made as of the 23rd day of February, 1994 by and between Tiffany and Company ("Tiffany") and the Employee and Owner named above (the "Agreement") and Riders Nos.1 and 2 to the Agreement. This Rider shall become part of the Agreement and any term or phrase defined in the Agreement shall have the same meaning in this Rider except as herein provided. To the extent that any term or provision of this Rider conflicts with any term or provision of the Agreement, this Rider shall supersede and control the Agreement and Rider Nos. 1 and 2 thereto.

Defined Terms. The following initially capitalized term shall have the meaning ascribed to it below in lieu of that provided in Rider No. 1:

"Retirement" means January 31, 1999, whether or not Employee continues to be employed by Tiffany.

IN WITNESS WHEREOF, the parties have signed and sealed this Rider as of the ___ day of March, 1999.

WITNESS:

------------------------------          ----------------------------------------
                                        William R. Chaney (Employee)


ATTEST:                                 Tiffany and Company
                                                ("Tiffany")

                                        By
------------------------------            --------------------------------------
Patrick B. Dorsey                         James N. Fernandez
Secretary                                 Senior Vice President


WITNESS:                                Babette C. Chaney et al Trust u/a
                                        2/23/94 (owner)

                                        By
-----------------------------             --------------------------------------
                                          Carole C. Prosser, Trustee

Exhibit 10.116a Tiffany & Co.

Report on Form 10-K
Fiscal 1998

TIFFANY & CO.

AMENDMENT NO. 6

AMENDMENT NO. 6 (this "Amendment"), dated as of October 1, 1998, to the Credit Agreement, dated as of June 26, 1995, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, the Subsidiary Borrowers thereto, the Lenders party thereto, The Bank of New York, as Issuing Bank and as Swing Line Lender, The Bank of New York, as Arranging Agent, and The Bank of New York, as Administrative Agent, as amended by Amendment No. 1, dated as of November 9, 1995, Amendment No. 2, dated as of August 15, 1996, Amendment No. 3, dated as of January 22, 1997, Amendment No. 4, dated as of August 4, 1997, and Amendment No. 5, dated as of November 20, 1997 (as amended, the "Credit Agreement").

Except as otherwise provided herein, capitalized terms used herein which are not defined herein shall have the meanings set forth in the Credit Agreement.

In consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and pursuant to Section 11.1 of the Credit Agreement, the Parent, the Borrowers and the Administrative Agent hereby agree as follows:

1. Section 8.8(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

and (c) the Parent may from time to time purchase up to $150,000,000 in aggregate amount of its Stock, provided that immediately before and after giving effect thereto no Default or Event of Default shall or would exist.

2. This Amendment shall become effective immediately upon the receipt by the Administrative Agent of this Amendment executed by a duly authorized officer or officers of the Parent, the Borrowers, the Administrative Agent, the Arranging Agent, the Issuing Bank and Swing Line Lender, and the Required Lenders. In all other respects the Credit Agreement and the other Loan Documents shall remain in full force and effect.

3. In order to induce the Administrative Agent to execute this Amendment and the Arranging Agent, the Issuing Bank and Swing Line Lender, and the Lenders to consent thereto, the Parent and the Borrowers each hereby (a) certifies that, on the date hereof and

immediately before and after giving effect to this Amendment, all representations and warranties contained in the Credit Agreement are and will be true and correct in all respects, (b) certifies that, immediately before and after giving effect to this Amendment, no Default or Event of Default exists or will exist under the Loan Documents, and (c) agrees to pay the reasonable fees and disbursements of counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of this Amendment.

4. Each of the Parent and the Borrowers hereby (a) reaffirms and admits the validity, enforceability and continuation of all the Loan Documents to which it is a party, and its obligations thereunder, and (b) agrees and admits that as of the date hereof it has no valid defenses to or offsets against any of its obligations to the Administrative Agent, the Arranging Agent, the Issuing Bank and Swing Line Lender, or the Lenders under the Loan Documents to which it is a party.

5. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged.

6. This Amendment is being delivered in and is intended to be performed in the State of New York and shall be construed and enforceable in accordance with, and be governed by, the internal laws of the State of New York without regard to principles of conflict of laws.

The parties have caused this Amendment to be duly executed as of the date first written above.

TIFFANY & CO., a Delaware corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY AND COMPANY, a New York
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY & CO. INTERNATIONAL, a
Delaware corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

SOCIETE FRANCAISE POUR LE DEVELOPPMENT DE
LA PORCELAINE D'ART (S.A.R.L.), a French
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY & CO. OF NEW YORK LIMITED, a Hong
Kong corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY-FARAONE S.P.A., an Italian
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY & CO. JAPAN INC., a Delaware
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY & CO. PTE, LTD., a Singapore corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO, a United Kingdom corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO. WATCH CENTER S.A., a Swiss
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFCO KOREA LTD., a Korean corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

THE BANK OF NEW YORK, as Administrative
Agent

By:_______________________________________
Name:_____________________________________
Title:____________________________________

AGREED AND CONSENTED TO:

THE BANK OF NEW YORK, as
Arranging Agent, as the Issuing
Bank and Swing Line Lender, and
as a Lender

By:_______________________________________ Name:_____________________________________ Title:____________________________________

THE CHASE MANHATTAN BANK

By:_______________________________________ Name:_____________________________________ Title:____________________________________

THE DAI-ICHI KANGYO BANK
LIMITED (NEW YORK BRANCH)

By:_______________________________________ Name:_____________________________________ Title:____________________________________

THE FUJI BANK, LTD.

By:_______________________________________ Name:_____________________________________ Title:____________________________________

FLEET NATIONAL BANK

By:_______________________________________ Name:_____________________________________ Title:____________________________________

By:_______________________________________ Name:_____________________________________ Title:____________________________________

FLEET PRECIOUS METALS INC.

By:_______________________________________ Name:_____________________________________ Title:____________________________________

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO.

AMENDMENT NO. 7

AMENDMENT NO. 7 (this "Amendment"), dated as of November 30, 1998, to the Credit Agreement, dated as of June 26, 1995, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, the Subsidiary Borrowers thereto, the Lenders party thereto, The Bank of New York, as Issuing Bank and as Swing Line Lender, The Bank of New York, as Arranging Agent, and The Bank of New York, as Administrative Agent, as amended by Amendment No. 1, dated as of November 9, 1995, Amendment No. 2, dated as of August 15, 1996, Amendment No. 3, dated as of January 22, 1997, Amendment No. 4, dated as of August 4, 1997, Amendment No. 5, dated as of November 20, 1997, and Amendment No. 6, dated as of October 1, 1998 (as amended, the "Credit Agreement").

Except as otherwise provided herein, capitalized terms used herein which are not defined herein shall have the meanings set forth in the Credit Agreement.

In consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and pursuant to Section 11.1 of the Credit Agreement, the Parent, the Borrowers and the Administrative Agent hereby agree as follows:

1. Section 1.1 of the Credit Agreement is hereby amended to amend and restate in its entirety clause (g) of the definition of "Indebtedness" to read as follows:

and (g) Contingent Obligations of such Person of Indebtedness of others.

2. Section 2.1(e)(iii) of the Credit Agreement is hereby amended to delete the amount "$5,000,000" appearing at the end thereof and to replace it with the amount "$6,000,000".

3. Section 8.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

8.1. Indebtedness

Create, incur, assume or suffer to exist any Indebtedness, or permit any of its Subsidiaries so to do, except any one or more of the following types of Indebtedness: (a) Indebtedness under the Loan Documents, (b) Indebtedness of the Subsidiaries of the Parent in an aggregate principal amount determined on a Consolidated basis not in excess of $35,000,000 at any one time outstanding, provided that (i) immediately before and after giving effect to the creation, incurrence or assumption of such Indebtedness no Default or Event of Default

shall or would exist and (ii) if such Indebtedness is secured, the Lien securing such Indebtedness is permitted by Section 8.3, (c) Indebtedness set forth on Schedule 8.1 and any refinancings, extensions and renewals thereof, (d) Intercompany Debt and (e) Indebtedness of the Parent (which, in the case of the Parent's proposed Indebtedness in the form of senior notes up to a maximum aggregate principal amount of $100,000,000 to be issued in or around December, 1998, may be guaranteed by Tiffany, Tiffany International and/or Tiffany Japan), provided that immediately before and after giving effect to the creation, incurrence or assumption of such Indebtedness no Default or Event of Default shall or would exist.

4. Section 8.2(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(ii) Interest Rate Protection Arrangements and Other Hedging Arrangements entered into in the ordinary course of business in respect of Indebtedness permitted under Section 8.1.

5. Section 8.7(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(i) Acquisitions permitted by Section 8.6 and Restricted Payments permitted by Section 8.8.

6. Schedule 8.1 to the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto.

7. Exhibit A-2 to the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto.

8. This Amendment shall become effective immediately upon the receipt by the Administrative Agent of this Amendment executed by a duly authorized officer or officers of the Parent, the Borrowers, the Administrative Agent, the Arranging Agent, the Issuing Bank and Swing Line Lender, and the Required Lenders. In all other respects the Credit Agreement and the other Loan Documents shall remain in full force and effect.

9. In order to induce the Administrative Agent to execute this Amendment and the Arranging Agent, the Issuing Bank and Swing Line Lender, and the Lenders to consent thereto, the Parent and the Borrowers each hereby (a) certifies that, on the date hereof and immediately before and after giving effect to this Amendment, all representations and warranties contained in the Credit Agreement are and will be true and correct in all respects, (b) certifies that, immediately before and after giving effect to this Amendment, no Default or Event of Default exists or will exist under the Loan Documents, and (c) agrees to pay the reasonable fees and disbursements of counsel to the

Administrative Agent incurred in connection with the preparation, negotiation and closing of this Amendment.

10. Each of the Parent and the Borrowers hereby (a) reaffirms and admits the validity, enforceability and continuation of all the Loan Documents to which it is a party, and its obligations thereunder, and (b) agrees and admits that as of the date hereof it has no valid defenses to or offsets against any of its obligations to the Administrative Agent, the Arranging Agent, the Issuing Bank and Swing Line Lender, or the Lenders under the Loan Documents to which it is a party.

11. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged.

12. This Amendment is being delivered in and is intended to be performed in the State of New York and shall be construed and enforceable in accordance with, and be governed by, the internal laws of the State of New York without regard to principles of conflict of laws.

The parties have caused this Amendment to be duly executed as of the date first written above.

TIFFANY & CO., a Delaware corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY AND COMPANY, a New York
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY & CO. INTERNATIONAL, a Delaware
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

SOCIETE FRANCAISE POUR LE DEVELOPPMENT DE
LA PORCELAINE D'ART (S.A.R.L.), a French
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY-FARAONE S.P.A., an Italian corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO. JAPAN INC., a Delaware corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO. PTE, LTD., a Singapore corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO, a United Kingdom corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO. WATCH CENTER S.A., a Swiss
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFCO KOREA LTD., a Korean corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY & CO. MEXICO, S.A. de C.V., a
Mexican corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

THE BANK OF NEW YORK, as Administrative
Agent

By:_______________________________________
Name:_____________________________________
Title:____________________________________

AGREED AND CONSENTED TO:

THE BANK OF NEW YORK, as
Arranging Agent, as the Issuing
Bank and Swing Line Lender, and
as a Lender

By:_______________________________________ Name:_____________________________________ Title:____________________________________

THE CHASE MANHATTAN BANK

By:_______________________________________ Name:_____________________________________ Title:____________________________________

THE DAI-ICHI KANGYO BANK
LIMITED (NEW YORK BRANCH)

By:_______________________________________ Name:_____________________________________ Title:____________________________________

THE FUJI BANK, LTD.

By:_______________________________________ Name:_____________________________________ Title:____________________________________

FLEET NATIONAL BANK

By:_______________________________________ Name:_____________________________________ Title:____________________________________

By:_______________________________________ Name:_____________________________________ Title:____________________________________

FLEET PRECIOUS METALS INC.

By:_______________________________________ Name:_____________________________________ Title:____________________________________

By:_______________________________________ Name:_____________________________________ Title:____________________________________

Schedule 8.1

List of Existing Indebtedness

1. $51,500,000 7.52% Senior Notes due January 31, 2003 of Parent (as guaranteed by Tiffany, Tiffany International and Tiffany Japan).

2. $10,000,000 unsecured uncommited line of credit provided by The Bank of New York to Tiffany.

3. (Y) 5,000,000,000 4.50% Term Notes due 2011 of Tiffany Japan (as guaranteed by Parent).

Australian Dollars
      Lender                             Individual Currency Commitment
DaiIchi Kangyo                                   $3,500,000.00
Fuji Bank                                        $3,000,000.00

Canadian Dollars
      Lender                             Individual Currency Commitment
         -                                             -

Hong Kong Dollars
      Lender                             Individual Currency Commitment
BNY                                              $3,000,000.00

Italian Lira
      Lender                             Individual Currency Commitment
The Chase Manhattan Bank                         $6,000,000.00

Korean Won
      Lender                             Individual Currency Commitment
BNY                                              $4,000,000.00

Malaysian Ringgit
      Lender                             Individual Currency Commitment
         -                                             -

Mexican Pesos
      Lender                             Individual Currency Commitment
         -                                             -

New Taiwan Dollars
      Lender                             Individual Currency Commitment
BNY                                              $5,000,000.00

Philippine Pesos
      Lender                             Individual Currency Commitment
         -                                             -

Singapore Dollars
      Lender                             Individual Currency Commitment
BNY                                              $3,000,000.00

Swiss Francs
      Lender                             Individual Currency Commitment
The Chase Manhattan Bank                         $5,000,000.00

Thai Baht
      Lender                             Individual Currency Commitment
         -                                             -

TIFFANY & CO.

AMENDMENT NO. 8

AMENDMENT NO. 8 (this "Amendment"), dated as of March 8, 1999, to the Credit Agreement, dated as of June 26, 1995, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, the Subsidiary Borrowers thereto, the Lenders party thereto, The Bank of New York, as Issuing Bank and as Swing Line Lender, The Bank of New York, as Arranging Agent, and The Bank of New York, as Administrative Agent, as amended by Amendment No. 1, dated as of November 9, 1995, Amendment No. 2, dated as of August 15, 1996, Amendment No. 3, dated as of January 22, 1997, Amendment No. 4, dated as of August 4, 1997, Amendment No. 5, dated as of November 20, 1997, Amendment No. 6, dated as of October 1, 1998, and Amendment No. 7, dated as of November 30, 1998 (as amended, the "Credit Agreement").

Except as otherwise provided herein, capitalized terms used herein which are not defined herein shall have the meanings set forth in the Credit Agreement.

In consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and pursuant to Section 11.1 of the Credit Agreement, the Parent, the Borrowers and the Administrative Agent hereby agree as follows:

1. The Credit Agreement is hereby amended to add a new Section 2.26 to read as follows:

2.26 European Economic and Monetary Union.

(a) Definitions. In this Section 2.26 and in each other provision of this Agreement to which reference is made in this Section 2.26 expressly or impliedly, the following terms have the meanings given to them in this
Section 2.26:

"EMU": economic and monetary union as contemplated in the Treaty on European Union.

"EMU legislation": legislative measures of the European Counsel for the introduction of, changeover to or operation of a single or unified European currency (whether known as the euro or otherwise), being in part the implementation of the third stage of EMU.

"euro": the single currency of participating member states of the European Union.

"national currency unit": the unit of currency (other than the euro) of a participating member state.

"participating member state": each state so described in any EMU legislation.

"Treaty on European Union": the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and came into force on November 1, 1993), as amended from time to time.

(b) Loans. Any Loan in the currency of a participating member state shall be made, at the request of the applicable Borrower, either in the euro or the national currency unit of such participating member state.

(c) Business Days. With respect to any amount denominated or to be denominated in the euro, any reference to a "Business Day" shall be construed as a reference to a day (other than a Saturday or Sunday) on which banks are generally open for business in London and New York City.

(d) Euro Screen Rate. If the Administrative Agent determines that there is no Core Currency Euro Rate or Individual Currency Rate, as applicable, displayed on the applicable screen for determining such rate for deposits denominated in the national currency unit in which any Loans are denominated, the Core Currency Euro Rate or Individual Currency Rate, as applicable, for such Loans shall be based upon the rate displayed on the applicable page of the applicable screen for the offering of deposits denominated in the euro as determined by the Administrative Agent.

(e) Payments to the Administrative Agent or Lenders. Sections 2.4, 2.5 and 2.20(b) shall be construed so that, in relation to the payment of any amount of euros or national currency units, such amount shall be made available to the Administrative Agent or the applicable Lender in immediately available, freely transferable, cleared funds to its Applicable Payment Office.

(f) Payments by the Administrative Agent to the Lenders. Any amount payable by the Administrative Agent to the Lenders under this Agreement in the currency of a participating member state shall be paid in the euro.

(g) Payments by the Administrative Agent Generally. With respect to the payment of any amount denominated in the euro or in a national currency unit, the Administrative Agent shall not be liable to any Credit Party or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid

by the Administrative Agent if the Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the euro or, as the case may be, in a national currency unit) to the account with the bank in the principal financial center in the participating member state which the applicable Credit Party or, as the case may be, any Lender shall have specified for such purpose. In this paragraph (g), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Administrative Agent may from time determine for the purpose of clearing or settling payments of the euro.

(h) Basis of Accrual. If the basis of accrual of interest or fees expressed in this Agreement with respect to the currency of any state that becomes a participating state shall be inconsistent with any convention or practice in the London Interbank Market or other applicable interbank market, as determined by the Administrative Agent, for the basis of accrual of interest or fees in respect of the euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a participating member state; provided that if any Loan in the currency of such state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Loan, at the end of the then current Interest Period.

(i) Rounding and Other Consequential Changes. Without prejudice and in addition to any method of conversion or rounding prescribed by any EMU legislation and without prejudice to the respective liabilities for indebtedness of any Credit Party to the Lenders and the Lenders to any Credit Party under or pursuant to this Agreement:

(i) each reference in this Agreement to a minimum amount (or an integral multiple thereof) in a national currency unit to be paid to or by the Administrative Agent shall be replaced by a reference to such reasonably comparable and convenient amount (or an integral multiple thereof) in the euro as the Administrative Agent may from time to time specify; and

(ii) except as expressly provided in this Section 2.26, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be necessary or appropriate to reflect the introduction of or changeover to the euro in participating member states.

(j) Continuity of Contract. The Credit Parties, the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders agree that the occurrence or non-occurrence of EMU, any event or events associated with EMU

and/or the introduction of the euro in all or any part of the European Union will not result in the discharge, cancellation, recision or termination in whole or in part of any agreement between the Credit Parties, the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders, or give the Credit Parties, the Administrative Agent, the Issuing Bank, the Swing Line Lender or the Lenders the right to cancel, rescind, terminate or vary any agreement, other than as expressly set forth in the Loan Documents.

2. SECTION 4 OF THE AGREEMENT IS AMENDED TO ADD A NEW SECTION 4.18 TO READ AS FOLLOWS:

1.1 SECTION 4.18 YEAR 2000.

Any reprogramming required to permit the proper functioning, in and following the year 2000, of (i) the Parent's and its Subsidiaries' computer systems and (ii) equipment containing embedded microchips (including systems and equipment supplied by others or with which the Parent's or its Subsidiaries' systems interact) and the testing of all such systems and equipment, as so reprogrammed, will be completed by June 30, 1999. The cost to the Parent and its Subsidiaries of such reprogramming and testing and of the reasonably foreseeable consequences of year 2000 to the Parent and its Subsidiaries (including reprogramming errors and the failure of others' systems or equipment) will not result in a Default or a Material Adverse effect. Except for such of the reprogramming referred to in the preceding sentence as may be necessary, the computer and management information systems of the Parent and its Subsidiaries are and, with ordinary course upgrading and maintenance, will continue for the term of this Agreement to be, sufficient to permit the Parent and its Subsidiaries to conduct their business without Material Adverse effect.

3. EXHIBIT Q TO THE CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY IN THE FORM ATTACHED HERETO AS EXHIBIT Q.

4. FOR PURPOSES OF SUPPLEMENTING EXHIBIT R TO THE CREDIT AGREEMENT, EACH LENDER AGREES TO SUPPLY TO THE ADMINISTRATIVE AGENT ITS APPLICABLE LENDING OFFICES AND APPLICABLE PAYMENT OFFICES WITH RESPECT TO LOANS DENOMINATED IN THE EURO.

5. This Amendment shall become effective immediately upon the receipt by the Administrative Agent of (i) this Amendment executed by a duly authorized officer or officers of the Parent, the Borrowers, the Administrative Agent, the Arranging Agent, the Issuing Bank, the Swing Line Lender and all of the Lenders and (ii) all fees payable in connection with this Amendment. In all other respects the Credit Agreement and the other Loan Documents shall remain in full force and effect.

6. In order to induce the Administrative Agent to execute this Amendment and the Arranging Agent, the Issuing Bank, the Swing Line Lender and the Lenders to consent thereto, the Parent and the Borrowers each hereby agrees to pay the reasonable fees and disbursements of counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of this Amendment.

7. Each of the Parent and the Borrowers hereby (a) reaffirms and admits the validity, enforceability and continuation of all the Loan Documents to which it is a party, and its obligations thereunder, and (b) agrees and admits that as of the date hereof it has no valid defenses to or offsets against any of its obligations to the Administrative Agent, the Arranging Agent, the Issuing Bank, the Swing Line Lender or the Lenders under the Loan Documents to which it is a party.

8. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged.

9. This Amendment is being delivered in and is intended to be performed in the State of New York and shall be construed and enforceable in accordance with, and be governed by, the internal laws of the State of New York without regard to principles of conflict of laws.

The parties have caused this Amendment to be duly executed as of the date first written above.

TIFFANY & CO., a Delaware corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY AND COMPANY, a New York
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY & CO. INTERNATIONAL, a Delaware
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

SOCIETE FRANCAISE POUR LE DEVELOPPMENT DE
LA PORCELAINE D'ART (S.A.R.L.), a French
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFANY-FARAONE S.P.A., an Italian corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO. JAPAN INC., a Delaware corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO. PTE, LTD., a Singapore corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO, a United Kingdom corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO. WATCH CENTER S.A., a Swiss
corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

TIFFCO KOREA LTD., a Korean corporation

By:_______________________________________ Name:_____________________________________ Title:____________________________________

TIFFANY & CO. MEXICO, S.A. de C.V., a
Mexican corporation

By:_______________________________________
Name:_____________________________________
Title:____________________________________

THE BANK OF NEW YORK, as Administrative
Agent

By:_______________________________________
Name:_____________________________________
Title:____________________________________

AGREED AND CONSENTED TO:

THE BANK OF NEW YORK, as
Arranging Agent, as the Issuing
Bank and Swing Line Lender, and
as a Lender

By:_______________________________________ Name:_____________________________________ Title:____________________________________

THE CHASE MANHATTAN BANK

By:_______________________________________ Name:_____________________________________ Title:____________________________________

THE DAI-ICHI KANGYO BANK
LIMITED (NEW YORK BRANCH)

By:_______________________________________ Name:_____________________________________ Title:____________________________________

THE FUJI BANK, LTD.

By:_______________________________________ Name:_____________________________________ Title:____________________________________

FLEET NATIONAL BANK

By:_______________________________________ Name:_____________________________________ Title:____________________________________

By:_______________________________________ Name:_____________________________________ Title:____________________________________

FLEET PRECIOUS METALS INC.

By:_______________________________________ Name:_____________________________________ Title:____________________________________

By:_______________________________________ Name:_____________________________________ Title:____________________________________

DOMESTIC PAYMENT OFFICE                   ADDRESS FOR NOTICES

The Bank of New York                       The Bank of New York
One Wall Street                            One Wall Street
Agency Function Administration             Agency Function
18th Floor                                 Administration
New York, New York 10286                   18th Floor
Attention: Genoveso Caviness               New York, New York 10286
Telephone: (212) 635-4693                  Attention: Genoveso Caviness
Facsimile: (212) 635-6365                  Telephone: (212) 635-4693
           6366 or 6367                    Facsmile:  (212) 635-6365
                                                      6366 or 6367

with a copy to:                            with a copy to:
The Bank of New York                       The Bank of New York
One Wall Street                            One Wall Street
New York, New York 10286                   New York, New York 10286
Attn: Howard F. Bascom,                    Attn: Howard F. Bascom,
      Vice President                             Vice President
Telephone: (212) 635-1308                  Telephone: (212) 635-1308
Facsimile:  (212) 635-1481                 Facsimile:   (212) 635-1481


Applicable Payment Offices
For Core Currency Loans

1.    Dollar Loans - ABR Advances

      The Bank of New York
      New York
      ABA No.: 021000018
      Acct No.: 890-0065-737
      IFO: Agency Function Admin.
      Reference: Tiffany
      Attn: Genoveso Caviness

Telephone: (212) 635-4693
Facsimile: (212) 635-6365

2. Dollar Loans - Eurodollar Advances

The Bank of New York
New York
ABA No.: 021000018
Acct No.: 890-0065-737
IFO: Agency Function Admin.
Reference: Tiffany
Attn: Genoveso Caviness
Telephone: (212) 635-4693
Facsimile: (212) 635-6365

3. French Franc/Euro Loans

Societe Generale
Fontenay
Acct No.: 001014422680
IFO: The Bank of New York, NY
IBF
Off Shore Support
Reference: Tiffany
Attn: Yves Legrand
Head of Operations
Telephone: 33 1 41141224

4. German Mark/Euro Loans

Bank of New York
Frankfurt
Acct No.: 0820468800400
IFO: The Bank of New York, NY
IBF
Off Shore Support
Reference: Tiffany
Attn: Klavs Rueckert
Telephone: 49-69-97151230
Facsimile: 49-69-97151272

5. Japanese Yen Loans

Bank of New York
Tokyo
Acct No.: 0856480002500
IFO: The Bank of New York, NY
IBF
Off Shore Support
Reference: Tiffany
Attn: S. Katsuhara
Telephone: 81-33-595-1135
Facsimile: 81-33-595-0738

6. Sterling Pound Loans

Bank of New York
London
Acct No.: 0845464600401
IFO: The Bank of New York, NY
IBF
Off Shore Support
Reference: Tiffany
Attn: Graham Mason
Telephone: 44-171-255-2323
Facsimile: 44-171-322-6034

Exhibit 10.119a Tiffany & Co.

Report on Form 10-K
Fiscal 1998

AMENDMENT NO. 1

This Amendment No. 1 to that certain Agreement and Consent to Assignment dated as of December 1, 1995, among Tiffany & Co., Tiffany and Company and State Street Bank and Trust Company (successor in interest to Fleet National Bank of Connecticut), as Collateral Trustee under the Indenture (the "Agreement and Consent").

Except as otherwise provided herein, capitalized terms used herein which are not defined herein shall have the meanings assigned to them in the Agreement and Consent.

In consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parent, Lessee and Bank hereby agree as follows:

1. Effective November 3, 1998, Section 2.12(c) of the Agreement and Consent shall be deleted in its entirety and the following inserted in its place:

(c) Intercompany Debt - Debt of the Lessee or another Restricted Subsidiary owing to, or, in the case of a Guaranty, incurred on behalf of, the Parent or another Restricted Subsidiary.

2. Each of the Lessee and Parent hereby (a) reaffirms and admits the validity, enforceability and continuation of the Agreement and Consent, and (b) agrees and admits that as of the date hereof it has no valid defenses to or offsets against any of their respective obligations thereunder.

3. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute one agreement. It shall not be necessary in making proof of this Amendment No. 1 to produce or account for more than one counterpart signed by the party to be charged.

4. This Amendment shall be governed by and construed in accordance with
Section 6.5 of the Agreement and Consent.

The parties have caused this Amendment No. 1 to be duly executed as of the date first above written.

TIFFANY & CO.

By:_____________________________________

Name:___________________________________

Title:__________________________________

TIFFANY AND COMPANY

By:_____________________________________

Name:___________________________________

Title:__________________________________

STATE STREET BANK AND TRUST COMPANY, not
in its individual capacity, but solely
as Owner Collateral Trustee under the
Owner Collateral Trust Indenture

By:_____________________________________

Name:___________________________________

Title:__________________________________

STATE STREET BANK AND TRUST COMPANY, not
in its individual capacity, but solely
as Beneficiary Collateral Trustee under
the Beneficiary Collateral Trust
Indenture

By:_____________________________________

Name:___________________________________

Title:__________________________________

The undersigned First Union National Bank (formerly, First Fidelity Bank, National Association), not in its individual capacity, but solely as the trustee under that certain Trust Agreement 1995-1, dated as of July 1, 1995, as Owner, hereby consents to the foregoing Amendment No. 1 and confirms that it has received the written approval of the Required Holders to provide this consent and enter into this Amendment No. 1.

FIRST UNION NATIONAL BANK, a national
banking association, not in its
individual capacity, but solely as
trustee pursuant to an agreement
captioned "Trust Agreement 1995-1" dated
as of July 1, 1995, as amended

By:_____________________________________

Name:___________________________________

Title:__________________________________

Exhibit 10.122a Tiffany & Co.

Report on Form 10-K
Fiscal 1998

AMENDMENT NO. 1

This Amendment No. 1 to that certain Guarantee dated April 3, 1996 (the "Guarantee"), from Tiffany & Co. ("Guarantor") in respect of certain obligations of Tiffany & Co. Japan Inc., Japan Branch ("Borrower") to American Family Life Assurance Company of Columbus, Japan Branch ("Lender") is made as of the 18th day of November, 1998.

Except as otherwise provided herein, capitalized terms used herein which are not defined herein shall have the meanings assigned to them in the Guarantee.

In consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor, Lender and Borrower hereby agree as follows:

1. Effective April 3, 1996, clauses (ii) through (v), inclusive, of
Section 13(m) of the Guarantee are hereby deleted in their entirety and the following inserted in their place:

(ii) Indebtedness owed:

(A) from a Subsidiary of the Guarantor to the Guarantor:

(B) from the Guarantor to a Subsidiary of the Guarantor;

(C) from one Subsidiary of the Guarantor to another;

(D) by a Subsidiary of the Guarantor under a guarantee incurred by such Subsidiary on behalf of another Subsidiary of the Guarantor or the Guarantor;

(iii) Any Indebtedness of the Guarantor;

(iv) Indebtedness of the Borrower (other than Indebtedness permitted under clause (ii) above or clause (v) below), up to the maximum aggregate principal amount of JP(Y)10,450,000,000;

(v) Indebtedness of up to the maximum aggregate principal amount of US$160,000,000 arising under that certain Credit Agreement dated as of June 26, 1995, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, the Subsidiary Borrowers thereto, the Lenders party thereto, The Bank of New York, as

Issuing Bank and Swing Line Lender, The Bank of New York, as Arranging Agent, and The Bank of New York, as Administrative Agent, as such may be amended and supplemented from time to time; and

(vi) Any other Indebtedness of Subsidiaries of the Guarantor not otherwise permitted under sub-sections (i) through (v) above up to the maximum aggregate principal amount outstanding at any one time of US$10,000,000.

2. From and after the date hereof, when the Guarantor shall deliver to the Lender its financial statements pursuant to Section 13(a)(i) or (ii) of the Guarantee, the Guarantor shall also provide the Lender with a certificate signed by an officer of and on behalf of the Guarantor certifying that it complied with the covenants set forth in the Guarantee as of the date of the relevant financial statements, or if it failed to comply with any of the covenants set forth in Section 13 as of such date, describing such non-compliance in reasonable detail, in each case accompanied by calculations in reasonable detail of its performance under Sections 13(i), (j) and (m) of the Guarantee.

3. Each of the Borrower and Guarantor hereby (a) reaffirms and admits the validity, enforceability and continuation of the Agreement and the Guarantee, and (b) agrees and admits that as of the date hereof it has no valid defenses to or offsets against any of its obligations thereunder.

4. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute one agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged.

5. This Amendment shall be governed by and interpreted in accordance with the laws of Japan and hereby incorporates the provisions of Sections 16(a) and 16(b) of the Guarantee.

The parties have caused this Amendment No. 1 to be duly executed as of the date first above written.

TIFFANY & CO.

By:_____________________________________

Name:___________________________________

Title:__________________________________

TIFFANY & CO. JAPAN INC., JAPAN BRANCH

By:_____________________________________

Name:___________________________________

Title:__________________________________

AMERICAN FAMILY LIFE ASSURANCE OF
COLUMBUS, JAPAN BRANCH

By:_____________________________________

Name:___________________________________

Title:__________________________________

Exhibit 10.126 Tiffany & CO.

Report on Form 10-K
Fiscal 1998

TIFFANY & CO

DATED AS OF DECEMBER 30, 1998

$60,000,000 6.90% SERIES A SENIOR NOTES DUE DECEMBER 30, 2008
$40,000,000 7.05% SERIES B SENIOR NOTES DUE DECEMBER 30, 2010

GUARANTIED BY
TIFFANY AND COMPANY
TIFFANY & CO. INTERNATIONAL
TIFFANY & CO. JAPAN INC.

TIFFANY & CO. i NOTE PURCHASE AGREEMENT

      4.1   Representations and Warranties.................................  2
      4.2   Performance; No Default........................................  2
      4.3   Compliance Certificates........................................  2
      4.4   Opinions of Counsel............................................  3
      4.5   Purchase Permitted By Applicable Law, etc......................  3
      4.6   Sale of Other Notes............................................  3
      4.7   Guaranty Agreement.............................................  4
      4.8   Credit Agreement...............................................  4
      4.9   Payment of Special Counsel Fees................................  4
      4.10  Private Placement Numbers......................................  4
      4.11  Changes in Corporate Structure.................................  4
      4.12  Proceedings and Documents......................................  4

5.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY........................  5
      5.1   Organization; Power and Authority..............................  5
      5.2   Authorization, etc.............................................  5
      5.3   Disclosure.....................................................  5
      5.4   Organization   and  Ownership  of  Shares  of  Subsidiaries;
            Affiliates.....................................................  6
      5.5   Financial Statements...........................................  6
      5.6   Compliance with Laws, Other Instruments, etc...................  7
      5.7   Governmental Authorizations, etc...............................  7
      5.8   Litigation; Observance of Agreements, Statutes and Orders......  7
      5.9   Taxes..........................................................  7
      5.10  Title to Property; Leases......................................  8
      5.11  Licenses, Permits, etc.........................................  8
      5.12  Compliance with ERISA..........................................  8
      5.13  Private Offering by the Company................................ 10
      5.14  Use of Proceeds; Margin Regulations............................ 10
      5.15  Existing Indebtedness; Future Liens............................ 10
      5.16  Foreign Assets Control Regulations, etc........................ 11
      5.17  Status under Certain Statutes.................................. 11
      5.18  Environmental Matters.......................................... 11
      5.19  Year 2000 Problem.............................................. 12

6. REPRESENTATIONS OF THE PURCHASER..................................... 12
6.1 Purchase for Investment........................................ 12
6.2 Source of Funds................................................ 12

7. INFORMATION AS TO COMPANY............................................ 14
7.1 Financial and Business Information............................. 14
7.2 Officer's Certificate.......................................... 16

      8.1   No Required Prepayments; Payment at Maturity................... 17
      8.2   Optional Prepayments with Make-Whole Amount.................... 18
      8.3   Allocation of Partial Prepayments.............................. 18
      8.4   Maturity; Surrender, etc....................................... 18
      8.5   No Other Optional Prepayments or Purchase of Notes............. 18
      8.6   Make-Whole Amount.............................................. 19

9.    AFFIRMATIVE COVENANTS................................................ 20
      9.1   Compliance with Law............................................ 20
      9.2   Insurance...................................................... 20
      9.3   Maintenance of Properties...................................... 20
      9.4   Payment of Taxes and Claims.................................... 21
      9.5   Corporate Existence, etc....................................... 21
      9.6   Compliance Regarding Year 2000................................. 21
      9.7   Credit Agreement............................................... 21

10.   NEGATIVE COVENANTS................................................... 22
      10.1  Transactions with Affiliates................................... 22
      10.2  Line of Business............................................... 22
      10.3  Maintenance of Consolidated Net Worth.......................... 22
      10.4  Fixed Charge Coverage.......................................... 22
      10.5  Limitation on Debt............................................. 23
      10.6  Liens.......................................................... 23
      10.7  Merger, Consolidation, etc..................................... 27
      10.8  Sale of Assets................................................. 28

11. EVENTS OF DEFAULT.................................................... 31

12. REMEDIES ON DEFAULT, ETC............................................. 34

      12.1  Acceleration................................................... 34
      12.2  Other Remedies................................................. 34
      12.3  Rescission..................................................... 35
      12.4  No Waivers or Election of Remedies, Expenses, etc.............. 35

13.   REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES........................ 35
      13.1  Registration of Notes.......................................... 35
      13.2  Transfer and Exchange of Notes................................. 36
      13.3  Replacement of Notes........................................... 36

14. PAYMENTS ON NOTES.................................................... 36
14.1 Place of Payment............................................... 36
14.2 Home Office Payment............................................ 37

15. EXPENSES, ETC........................................................ 37
15.1 Transaction Expenses........................................... 37
15.2 Survival....................................................... 37

17.1  Requirements................................................... 38
17.2  Solicitation of Holders of Notes............................... 38
17.3  Binding Effect, etc............................................ 39
17.4  Notes held by Company, etc..................................... 39

18. NOTICES.............................................................. 39

19. REPRODUCTION OF DOCUMENTS............................................ 40

20. CONFIDENTIAL INFORMATION............................................. 40

21. SUBSTITUTION OF PURCHASER............................................ 42

22. MISCELLANEOUS........................................................ 42

      22.1  Successors and Assigns......................................... 42
      22.2  Payments Due on Non-Business Days ............................. 42
      22.3  Severability .................................................. 42
      22.4  Construction................................................... 42
      22.5  Counterparts................................................... 43
      22.6  Governing Law.................................................. 43


TIFFANY & CO                                             NOTE PURCHASE AGREEMENT
                                      iii

SCHEDULE A     --  Information Relating to Purchasers

SCHEDULE B     --  Defined Terms

SCHEDULE 3     --  Payment Instructions

SCHEDULE 4.11  --  Changes in Corporate Structure

SCHEDULE 5.3   --  Disclosure Materials

SCHEDULE 5.4   --  Subsidiaries  of the Company and Ownership of Subsidiary
                   Stock

SCHEDULE 5.5   --  Financial Statements

SCHEDULE 5.11  --  Patents, etc.

SCHEDULE 5.12  --  ERISA Affiliates

SCHEDULE 5.14  --  Use of Proceeds

SCHEDULE 5.15  --  Existing Indebtedness and Liens

EXHIBIT 1A     --  Form of 6.90% Series A Senior Note due December 30, 2008

EXHIBIT 1B     --  Form of 7.05% Series B Senior Note Due December 30, 2010

EXHIBIT 4.4(a) --  Form of Opinion of Special  Counsel  for the Company and
                   the Guarantors

EXHIBIT 4.4(b) --  Form of Opinion of General  Counsel  for the Company and
                   the Guarantors

    EXHIBIT 4.7    --  Form of Guaranty Agreement


TIFFANY & CO.                                            NOTE PURCHASE AGREEMENT
                                       iv

TIFFANY & CO.
727 Fifth Avenue
New York, New York 10022

$60,000,000 6.90% SERIES A SENIOR NOTES DUE DECEMBER 30, 2008
$40,000,000 7.05% SERIES B SENIOR NOTES DUE DECEMBER 30, 2010

Dated as of December 30, 1998

To the Purchaser Named on
the Signature Page Hereto

Ladies and Gentlemen:

TIFFANY & CO., a Delaware corporation (together with its successors and assigns, the "Company"), agrees with you as follows:

1. AUTHORIZATION OF NOTES.

The Company will authorize the issue and sale of

(a) $60,000,000 aggregate principal amount of its 6.90% Series A Senior Notes due December 30, 2008 (the "Series A Notes," such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter defined)), and

(b) $40,000,000 aggregate principal amount of its 7.05% Series B Senior Notes due December 30, 2010 (the "Series B Notes," such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements.

The Series A Notes shall be substantially in the form set out in Exhibit 1A and the Series B Notes shall be substantially in the form set out in Exhibit 1B, in each case, with such changes therefrom, if any, as may be approved by you and the Company. The Series A Notes and the Series B Notes are herein referred to collectively as the "Notes," and individually as a "Note." Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a "Section" are, unless otherwise specified, references to a Section of this Agreement.

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes of the Series and in the principal amounts specified below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "Other Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "Other Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the Series and in the principal amounts specified below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

TIFFANY & CO NOTE PURCHASE AGREEMENT

3. CLOSING.

The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Hebb & Gitlin, One State Street, Hartford, Connecticut 06103, at 10:00 a.m., local time, at a closing (the "Closing") on December 30, 1998. At the Closing the Company will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as you may request), dated the date of the Closing and registered in your name (or in the name of your nominee), as indicated in Schedule A, against payment by federal funds wire transfer in immediately available funds of the amount of the purchase price therefor as directed by the Company in Schedule 3. If at the Closing the Company shall fail to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:

4.1 Representations and Warranties.

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

4.2 Performance; No Default.

The Company and each of the Guarantors shall have performed and complied with all agreements and conditions contained in the Financing Documents required to be performed or complied with by the Company or such Guarantors prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.14) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by any of Sections 10.1, 10.5, 10.6 or 10.8 had such Sections applied since such date.

4.3 Compliance Certificates.

(a) Officer's Certificate. The Company shall have delivered to you an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.11 have been fulfilled.

(b) Company Secretary's Certificate. The Company shall have delivered to you a certificate, signed on its behalf by its Secretary or one of its Assistant Secretaries, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other Agreements.

(c) Guarantor Secretary's Certificates. Each of the Guarantors shall have delivered to you a certificate, signed on its behalf by its Secretary or one of its Assistant Secretaries, dated the date of the Closing, certifying as to the resolutions attached thereto and

TIFFANY & CO. NOTE PURCHASE AGREEMENT

other corporate proceedings relating to the authorization, execution and delivery of the Guaranty Agreement.

4.4 Opinions of Counsel.

You shall have received opinions in form and substance reasonably satisfactory to you, dated the date of the Closing, from

(a) Gibson, Dunn & Crutcher, counsel for the Company and the Guarantors, substantially in the form set out in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to you), and

(b) Patrick B. Dorsey, Esq., Senior Vice President and General Counsel of the Company and the Guarantors, substantially in the form set out in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to you), and

(c) Hebb & Gitlin, your special counsel, substantially in the form set out in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as you may reasonably request.

4.5 Purchase Permitted By Applicable Law, etc.

On the date of the Closing your purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation. If requested by you, you shall have received an Officer's Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

4.6 Sale of Other Notes.

Contemporaneously with the Closing the Company shall sell to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in Schedule A.

4.7 Guaranty Agreement.

You shall have received a counterpart of the Guaranty Agreement, duly executed and delivered by each of the Guarantors, substantially in the form of Exhibit 4.7 (as amended or supplemented from time to time, the "Guaranty Agreement"), and the Guaranty Agreement shall be in full force and effect.

4.8 Credit Agreement.

The Credit Agreement shall have been amended to permit, or the lenders under the Credit Agreement shall have validly waived any provision of the Credit Agreement that would prohibit, the

TIFFANY & CO. NOTE PURCHASE AGREEMENT

execution and delivery of this Agreement by the Company and the Guaranty Agreement by all of the Guarantors, and a copy of such amendment or waiver, certified as true and correct by a Responsible Officer on behalf of the Company, shall have been delivered to you.

4.9 Payment of Special Counsel Fees.

Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of your special counsel referred to in Section 4.4(c) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of the Closing.

4.10 Private Placement Numbers.

A Private Placement Number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each Series of Notes.

4.11 Changes in Corporate Structure.

Except as specified in Schedule 4.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.12 Proceedings and Documents.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to you that:

5.1 Organization; Power and Authority.

The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Other Agreements and the Notes and to perform the provisions hereof and thereof.

5.2 Authorization, etc.

The Financing Documents have been duly authorized by all necessary corporate action on the part of the Company and each of the Guarantors, and each of this Agreement and the Other Agreements constitutes, and upon execution and delivery thereof each Note and the Guaranty Agreement will

TIFFANY & CO. NOTE PURCHASE AGREEMENT

constitute, a legal, valid and binding obligation of each Obligor party thereto, enforceable against each such Obligor in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3 Disclosure.

The Company, through its agents, ING Baring Furman Selz LLC and Chase Securities Inc., has delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated November 1998 (the "Memorandum"), relating to the transactions contemplated hereby. The Memorandum and the Company's Annual Report to Stockholders for the Fiscal Year ended January 31, 1998, Proxy Statement dated April 9, 1998, Annual Report on Form 10-K for the Fiscal Year ended January 31, 1998 and Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1998 attached as exhibits to the Memorandum (collectively with the Memorandum and referred to as the "Disclosure Documents"), taken as a whole, fairly describe, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. Except as disclosed in Schedule 5.3, the Financing Documents, the Disclosure Documents, the documents, certificates or other writings delivered to you by or on behalf of the Company in connection with the transactions contemplated by the Financing Documents and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Memorandum or as expressly described in Schedule 5.3, or in one of the documents, certificates or other writings identified herein or therein, or in the financial statements listed in Schedule 5.5, since January 31, 1998, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents, certificates and other writings delivered to you by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby.

5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary and (ii) the Company's Affiliates, other than Subsidiaries.

(b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Company or its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such

TIFFANY & CO. NOTE PURCHASE AGREEMENT

Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform its obligations thereunder.

(d) No Subsidiary is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the Other Agreements, the agreements listed in Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary.

5.5 Financial Statements.

The Company has delivered to you and each Other Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed in Schedule 5.5. All of said consolidated financial statements and the consolidated financial statements set forth in its Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1998 (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

5.6 Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance (i) by the Company of this Agreement and the Notes, and (ii) by each of the Guarantors of the Guaranty Agreement, will not

(a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected,

(b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary, or

(c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

5.7 Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required to be obtained by the Company or any of the Guarantors in connection with the execution, delivery or performance (a) by the Company of this Agreement or the Notes, or (b) by each of the Guarantors of the Guaranty Agreement.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

5.8 Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9 Taxes.

The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company and its Subsidiaries subject to United States income taxes have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended January 31, 1993.

5.10 Title to Property; Leases.

The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

5.11 Licenses, Permits, etc.

Except as disclosed in Schedule 5.11,

(a) the Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

TIFFANY & CO. NOTE PURCHASE AGREEMENT

(b) to the best knowledge of the Company, no product or practice of the Company or any Subsidiary infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and

(c) to the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

5.12 Compliance with ERISA.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $2,000,000. The term "benefit liabilities" has the meaning specified in section 4001 of ERISA and the terms "current value" and "present value" have the meaning specified in section 3 of ERISA.

(c) The Company and the ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of the Financing Documents and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the Sources used to pay the purchase price of the Notes to be purchased by you.

(f) Schedule 5.12 sets forth all ERISA Affiliates and all "employee benefit plans"

TIFFANY & CO. NOTE PURCHASE AGREEMENT

maintained by the Company (or any "affiliate" thereof) or in respect of which the Notes could constitute an "employer security" ("employee benefit plan" has the meaning specified in section 3 of ERISA, "affiliate" has the meaning specified in section 407(d) of ERISA and section V of the Department of Labor Prohibited Transaction Exemption 95-60 (60 FR 35925, July 12, 1995) and "employer security" has the meaning specified in section 407(d) of ERISA).

(g) All Foreign Pension Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto except for such failures to comply, in the aggregate for all such failures, that could not reasonably be expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Foreign Pension Plan documents or applicable laws have been paid or accrued as required, except for premiums, contributions and amounts that, in the aggregate for all such obligations, could not reasonably be expected to have a Material Adverse Effect.

5.13 Private Offering by the Company.

Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 51 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act. For purposes of this Section 5.13 only, each reference to the Notes shall be deemed to include a reference to the Guaranty Agreement. The Company's representations and warranties in this Section 5.13 are made in reliance upon similar representations and warranties made to the Company by ING Baring Furman Selz LLC and Chase Securities Inc. The Company believes that its reliance upon such representations and warranties is reasonable under the circumstances and that it is justified in relying thereon.

5.14 Use of Proceeds; Margin Regulations.

The Company will apply the proceeds of the sale of the Notes as set forth in Schedule 5.14. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 25% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation U.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

5.15 Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the dates specified in such Schedule (and specifying, as to each such Indebtedness, the collateral, if any, securing such Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, instalment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.6.

5.16 Foreign Assets Control Regulations, etc.

Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

5.17 Status under Certain Statutes.

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, the Transportation Acts (49 U.S.C.), as amended, or the Federal Power Act, as amended.

5.18 Environmental Matters.

Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to you in writing,

(a) neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

(b) neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them or disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each

TIFFANY & CO. NOTE PURCHASE AGREEMENT

case in any manner that could reasonably be expected to result in a Material Adverse Effect; and

(c) all buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

5.19 Year 2000 Problem.

The Company has reviewed the areas within the business and operations of the Company and its Subsidiaries which could be adversely affected by the risk (such risk herein referred to as the "Year 2000 Problem") that computer applications, as well as embedded microchips in non-computing devices, used by the Company and its Subsidiaries may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999. Since July 31, 1998, there have been no changes or developments with respect to the matters set forth in either the disclosures made in the Company's Annual Report on Form 10-Q for the fiscal quarter ended July 31, 1998, or in the NAIC Questionnaire-based Disclosure, in each case in respect of the Year 2000 Problem, which would cause the Company to reasonably believe, based upon current information, that its Year 2000 Problem will result in a Material Adverse Effect. As used herein, "NAIC Questionnaire-based Disclosure" means the Company's written disclosure delivered to the Purchasers relating to the Year 2000 Problem responsive to questions promulgated by the Securities Valuation Office of the National Association of Insurance Commissioners as part of its credit assessment procedures for not-rated securities.

6. REPRESENTATIONS OF THE PURCHASER

6.1 Purchase for Investment

You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of your or their property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

6.2 Source of Funds

You represent that at least one of the following statements is an accurate representation as to each source of funds (a "Source") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) the Source is an "insurance company general account" as defined in United States Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (60 FR 35925, July 12, 1995) and in respect thereof you represent that there is no "employee benefit plan" (as defined in section 3(3) of ERISA and section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the National Association of Insurance Commissioners' Annual Statement filed with your state of domicile; or

TIFFANY & CO. NOTE PURCHASE AGREEMENT

(b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an "investment fund" (within the meaning of part V of PTE 84-14 (the "QPAM Exemption")) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and

(i) the identity of such QPAM and

(ii) the names of all employee benefit plans whose assets are included in such investment fund

have been disclosed to the Company in writing pursuant to this paragraph (d); or

(e) the Source is a governmental plan; or

(f) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (f); or

(g) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "employee benefit plan", "governmental plan" and "separate account" shall have the respective meanings assigned to such terms in section 3 of ERISA.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

7. INFORMATION AS TO COMPANY

7.1 Financial and Business Information

The Company shall deliver to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of earnings, stockholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified on behalf of the Company by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q (including copies of each exhibit filed therewith) prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a) so long as such Report includes each of the financial statements (and the comparative historical figures) referred to above;

(b) Annual Statements -- within 105 days after the end of each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and

(ii) consolidated statements of earnings, stockholders' equity and cash flows of the Company and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by

(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and

      (B) a certificate of such accountants stating that they
have reviewed this Agreement and stating further whether, in
making their audit, they have become aware of any condition or
event that then constitutes a Default or an Event of Default,
and, if they are aware that any such condition or event then
exists, specifying the nature and period of the existence
thereof (it being understood that such accountants shall not
be liable, directly or indirectly, for any failure to obtain
knowledge of any Default or Event of Default unless such
accountants should have obtained knowledge thereof in making
an audit in accordance with generally accepted auditing
standards or did not make such an audit),

provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K (including copies of each exhibit filed therewith) for such fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b), so long as such Report includes each of the financial statements (and the comparative historical figures) referred to above;

(c) SEC and Other Reports -- promptly upon their becoming available, one copy of (i) each financial statement, report (including, without limitation, the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

(d) Notice of Default or Event of Default -- promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) ERISA Matters -- promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date of the Closing; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

TIFFANY & CO. NOTE PURCHASE AGREEMENT

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

(g) Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Obligors to perform their obligations under the Financing Documents as from time to time may be reasonably requested by any such holder of Notes, or such information regarding the Company required to satisfy the requirements of 17 C.F.R. ss.230.144A, as amended from time to time, in connection with any contemplated transfer of the Notes.

7.2 Officer's Certificate

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by an Officer's Certificate signed by a Senior Financial Officer setting forth:

(a) Covenant Compliance -- the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 10.3 through 10.8, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b) Event of Default -- a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

7.3 Inspection

The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a) No Default -- if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company's officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default -- if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

8. PAYMENT OF THE NOTES

8.1 No Required Prepayments; Payment at Maturity

(a) Series A Notes Prepayments. There are no required prepayments in respect of the Series A Notes. The entire principal amount of the Series A Notes outstanding on December 30, 2008, together with accrued unpaid interest thereon, shall be due and payable on such date.

(b) Series B Notes Prepayments. There are no required prepayments in respect of the Series B Notes. The entire principal amount of the Series B Notes outstanding on December 30, 2010, together with accrued unpaid interest thereon, shall be due and payable on such date.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

8.2 Optional Prepayments with Make-Whole Amount

The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes (but if in part, in an amount not less than $10,000,000 or such lesser amount as shall then be outstanding), at 100% of the principal amount so prepaid, together with accrued unpaid interest on such amount, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this
Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such prepayment date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by an Officer's Certificate signed by a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes an Officer's Certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

8.3 Allocation of Partial Prepayments

In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes (without regard to Series) at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.4 Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

8.5 No Other Optional Prepayments or Purchase of Notes

The Company will not, and will not permit any Affiliate to, prepay
(whether directly or indirectly by purchase, redemption or other acquisition)
any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Section 8. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Section 8 and no Notes may be issued in substitution or exchange for any such Notes.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

8.6 Make-Whole Amount

The term "Make-Whole Amount" means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

"Called Principal" means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

"Discounted Value" means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the Called Principal of any Note, the sum of 0.50% per annum plus the yield to maturity implied by
(a) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as Page "PX1" on the Bloomberg Financial Market Service (or such other display as may replace Page "PX1" on the Bloomberg Financial Market Service) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (b) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (i) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life.

"Remaining Average Life" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

"Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on

TIFFANY & CO. NOTE PURCHASE AGREEMENT

which interest payments are due to be made under the terms of such Note, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

"Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to
Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

9. AFFIRMATIVE COVENANTS

The Company covenants that so long as any of the Notes are outstanding:

9.1 Compliance with Law

The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.2 Insurance

The Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

9.3 Maintenance of Properties

The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if the Company has concluded that such discontinuance is desirable in the conduct of its business and that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

9.4 Payment of Taxes and Claims

The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes, assessments, charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (a) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes, assessments, charges and levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

9.5 Corporate Existence, etc.

Subject to Section 10.7(c), the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.7 and 10.8, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

9.6 Compliance Regarding Year 2000

The Company will, and will cause each of its Subsidiaries to, use its commercially reasonable efforts to assure that, not later than December 31, 1999, the computer-based and other systems of the Company and its Subsidiaries are able to effectively process data, including dates prior to and any date after December 31, 1999, without experiencing any Year 2000 Problem that could cause a Material Adverse Effect.

9.7 Credit Agreement.

The Company will, in connection with any extension or renewal of the commitment of the banks under the Credit Agreement, or in connection with any replacement of the credit facility provided by the Credit Agreement, use commercially reasonable efforts to cause the lenders participating in the Credit Agreement, or replacement credit facility, as the case may be, to enter into an agreement reasonably satisfactory to the Required Holders, whereby the holders of the Notes and such lenders would agree that upon the occurrence of certain specified material defaults or similar events, all payments thereafter received by any holder of a Note or any such lender from the Company or any Subsidiary would be shared pro rata (on the basis of the outstanding principal amounts owing by the Company and its Subsidiaries to the holders of the Notes and such lenders) with each other holder of any Note and each other such lender.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

10. NEGATIVE COVENANTS

The Company covenants that so long as any of the Notes are outstanding:

10.1 Transactions with Affiliates

The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or group of related transactions (including, without limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate.

10.2 Line of Business

The Company will not, and will not permit any of its Subsidiaries to, engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Memorandum.

10.3 Maintenance of Consolidated Net Worth

The Company will not, at any time, permit Consolidated Net Worth to be less than the sum of

(a) $300,000,000 plus

(b) an aggregate amount equal to 25% of Consolidated Net Income (but, in each case, only if a positive number) for each fiscal quarter of the Company ended after the date of the Closing and prior to such time.

10.4 Fixed Charge Coverage

The Company will not at any time permit the ratio of

(a) Consolidated Operating Cash Flow plus Consolidated Adjusted Lease Expense, in each case for the period of four consecutive fiscal quarters of the Company most recently ended at such time to

(b) Consolidated Interest Expense plus Consolidated Adjusted Lease Expense, in each case for such period,

to be less than 2.0 to 1.0.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

10.5 Limitation on Debt

(a) Incurrence of Debt. The Company will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to, any Debt, unless on the date the Company or such Subsidiary becomes liable with respect to any such Debt and immediately after giving effect thereto and the concurrent retirement of any other Debt,

(i) no Default or Event of Default would exist, and

(ii) Consolidated Total Debt would not exceed 60% of Consolidated Total Capitalization.

(b) Incurrence of Priority Debt. The Company will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to, any Priority Debt, unless on the date the Company or such Subsidiary becomes liable with respect to any such Priority Debt and immediately after giving effect thereto and the concurrent retirement of any other Priority Debt,

(i) no Default or Event of Default would exist; and

(ii) Priority Debt would not exceed 20% of Consolidated Net Worth.

(c) Deemed Incurrence. For the purposes of this Section 10.5, any Person becoming a Subsidiary after the date hereof shall be deemed, at the time it becomes a Subsidiary, to have incurred all of its then outstanding Debt, and any Person extending, renewing or refunding any Debt shall be deemed to have incurred such Debt at the time of such extension, renewal or refunding.

10.6 Liens

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly create, assume, incur or suffer to be created, assumed or incurred or to exist, any Lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits (unless it makes, or causes to be made, effective provision whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured, pursuant to an agreement or agreements reasonably satisfactory to the Required Holders and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable law, of an equitable Lien on such property), except:

(a) Taxes, etc. -- Liens for taxes, assessments or other governmental charges that are not yet due and payable or the payment of which is not at the time required by Section 9.4;

TIFFANY & CO. NOTE PURCHASE AGREEMENT

(b) Legal Proceedings -- Liens

(i) arising from judicial attachments and judgments,

(ii) securing appeal bonds, supersedeas bonds, and

(iii) arising in connection with court proceedings (including, without limitation, surety bonds and letters of credit or any other instrument serving a similar purpose),

provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings, and in respect of which adequate reserves shall have been established on the books of the Company and its Subsidiaries in accordance with GAAP;

(c) Ordinary Course Liens -- Liens incidental to the normal conduct of the business of the Company or any Subsidiary or the ownership of their properties or assets which are not incurred in connection with the incurrence of Debt and which do not in the aggregate materially impair the use of such properties in the operation of the business of the Company and its Subsidiaries taken as a whole or materially impair the value of such properties for the purpose of such business, including, without limitation, Liens

(i) in connection with workers' compensation, unemployment insurance, social security and other like laws,

(ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and performance bonds (of a type other than set forth in Section 10.6(b)), bids, leases (other than Capital Leases), purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property,

(iii) to secure the claims or demands of materialmen, mechanics, carriers, warehousemen, vendors, repairmen, landlords, lessors and other like Persons, arising in the ordinary course of business, and

(iv) in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property,

provided that any amounts secured by such Liens are not overdue;

(d) (i) Existing Liens -- Liens in existence as of the date of the Closing securing Debt and listed in Schedule 5.15, and

(ii) Renewals -- Liens securing renewals, extensions (as to time) and refinancings of Debt secured by the Liens listed in Schedule 5.15, provided that (A) the amount of Debt secured by each such Lien is not increased in excess of the amount of Debt outstanding on the date of such renewal, extension or refinancing, (B) none of such Liens is extended to include any additional property of the Company or any Subsidiary,

TIFFANY & CO. NOTE PURCHASE AGREEMENT

and (C) immediately after giving effect thereto, no Default or Event of Default would exist;

(e) Intra-Group Liens -- Liens on property of the Company or any of its Subsidiaries securing Debt owing to the Company or to any of its Subsidiaries;

(f) Purchase Money Liens -- Liens on tangible property (or any improvement thereon) acquired or constructed by the Company or any Subsidiary after the date of the Closing to secure Debt of the Company or such Subsidiary incurred in connection with such acquisition or construction, provided that

(i) no such Lien shall extend to or cover any property other than the property (or improvement thereon) being acquired or constructed,

(ii) the amount of Debt secured by any such Lien shall not exceed an amount equal to the lesser of (A) the cost to the Company or such Subsidiary of the property (or improvement thereon) being acquired or constructed or (B) the Fair Market Value (as determined in good faith by the Company) of such property, determined at the time of such acquisition or at the time of substantial completion of such construction, and

(iii) such Lien shall be created concurrently with or within 120 days after such acquisition or the substantial completion of such construction;

(g) Acquisition Liens -- Liens existing on property of a Person immediately prior to its being consolidated with or merged into the Company or a Subsidiary or its becoming a Subsidiary, or any Lien existing on any property acquired by the Company or any Subsidiary at the time such property is so acquired (whether or not the Debt secured thereby shall have been assumed), provided that

(i) no such Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person's becoming a Subsidiary or such acquisition of property,

(ii) each such Lien shall extend solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property, and

(iii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Company or such Subsidiary of the property (or improvement thereon) so acquired and (B) the Fair Market Value (as determined in good faith by the board of directors of the Company or such Subsidiary) of such property (or improvement thereon) at the time of such transaction;

(h) Company Headquarters Mortgage Note Liens -- Liens on the Company Headquarters Mortgage Notes purchased by the Company or any Guarantor after the date of the Closing to secure Debt of the Company or such Guarantor incurred to finance such purchase, provided that

(i) such Liens shall not extend to or cover any property other than such Company Headquarters Mortgage Notes,

TIFFANY & CO. NOTE PURCHASE AGREEMENT

(ii) the amount of Debt secured by such Liens shall not exceed an amount equal to the lesser of (A) the cost to the Company or such Guarantor of purchasing the Company Headquarters Mortgage Notes or (B) the Fair Market Value (as determined by a nationally recognized independent appraiser) of the Premises, determined at the time of the purchase of the Company Headquarters Mortgage Notes, and

(iii) within 36 months following the creation of any such Liens, such Liens shall have been either (A) extinguished, or (B) replaced by a Lien on the Premises permitted by clause (f) of this
Section 10.6;

(i) Consignment Liens -- Liens incurred in the ordinary course of business not securing Debt in favor of Persons supplying the Company or any Subsidiary with precious metals, precious gems or jewelry on a consignment basis, provided that such Liens cover only the following property of the Company or such Subsidiary which shall have been supplied by such Persons:

(i) gold and silver bullion, gold and silver granule and other gold, silver, platinum or precious metals and precious gems or jewelry in whatever form including all substitutions, replacements and products in which any gold, silver, platinum or precious metals and precious gems or jewelry are incorporated or into which gold, silver, platinum or precious metals and precious gems or jewelry are processed or converted, whether now or hereafter owned or acquired by the Company or such Subsidiary or in which the Company or such Subsidiary now or hereafter acquires an interest, and all proceeds and products of and accessions to the foregoing, and

(ii) all inventory now or hereafter owned by the Company or such Subsidiary or in which the Company or such Subsidiary now or hereafter acquires an interest, including all merchandise, returned and repossessed goods, raw materials, goods in process, finished goods and proceeds therefor, and all accounts of the Company or such Subsidiary including all accounts receivable, notes, drafts, acceptances and other forms of obligations and receivables now owned or hereafter arising from such inventory sold or otherwise disposed of by the Company or such Subsidiary and proceeds thereof and all contract rights and proceeds of the foregoing; and

(j) Other Liens -- Liens securing Debt of the Company or any Subsidiary and not otherwise permitted by clauses (a) through (i), inclusive, of this Section 10.6, but only to the extent that the Debt secured by each such Lien is, at the time of the incurrence of such Debt, permitted to be incurred under Section 10.5(a) and Section 10.5(b).

10.7 Merger, Consolidation, etc.

The Company will not, and will not permit any Subsidiary to, directly or indirectly, consolidate with, or merge into, any other Person or permit any other Person to consolidate with, or merge into, it, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person, except that

(a) any Subsidiary (other than a Guarantor) may consolidate with, or merge into, the Company or another Subsidiary if, immediately after, and after giving effect to, such transaction, no Default or Event of Default shall exist;

(b) any Subsidiary (other than a Guarantor) may consolidate with, or merge into,

TIFFANY & CO. NOTE PURCHASE AGREEMENT

any other Person, or allow any other Person to consolidate with, or merge into, it, if

(i) in the case of any consolidation or merger in which the successor or surviving corporation is a Subsidiary, immediately after, and after giving effect to, such transaction,

(A) no Default or Event of Default would exist, and

(B) the successor or surviving corporation would be permitted to incur at least $1.00 of additional Debt by the provisions of Section 10.5(a) and at least $1.00 of additional Priority Debt by the provisions of Section 10.5(b) (in each case, other than Debt owing to the Company or a Subsidiary), and

(ii) in the case of any consolidation or merger in which the successor or surviving corporation is not a Subsidiary, such transaction would be permitted under the provisions of Section
10.8(a)(iii) (deeming such consolidation or merger to be a Transfer of all of the assets and liabilities of such Subsidiary) and immediately after, and after giving effect to, such transaction, no Default or Event of Default would exist; and

(c) the Company or any Guarantor may consolidate with, or merge into, any other Person, or permit any other Person to consolidate with, or merge into, it, if

(i) the successor or surviving corporation (the "Successor Corporation") shall be a solvent corporation organized under the laws of any state of the United States of America,

(ii) the Successor Corporation, if not the Company or such Guarantor, shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of the obligations of the Company under this Agreement, the Other Agreements and the Notes, or of such Guarantor under the Guaranty Agreement, as the case may be, including, without limitation, all covenants herein and therein contained, and the Company shall cause to be delivered to each holder of a Note an opinion of outside counsel (such counsel to be reasonably satisfactory to the Required Holders) confirming the enforceability of such assumption, and

(iii) immediately after, and after giving effect to, such transaction,

(A) no Default or Event of Default would exist, and

(B) the Successor Corporation would be permitted to incur at least $1.00 of additional Debt by the provisions of
Section 10.5(a) and at least $1.00 of additional Priority Debt by the provisions of Section 10.5(b) (in each case, other than Debt owing to the Company or a Subsidiary).

10.8 Sale of Assets

(a) Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, make any Transfer, provided that the foregoing restriction does not apply to a Transfer if:

(i) the property that is the subject of such Transfer constitutes either (A)

TIFFANY & CO. NOTE PURCHASE AGREEMENT

inventory held for sale, or (B) equipment, fixtures, supplies or materials no longer required, in the opinion of the Company or such Subsidiary, in the operation of the business of the Company or such Subsidiary or that is obsolete, and, in the case of any Transfer described in clause (A) or clause (B), such Transfer is in the ordinary course of business (an "Ordinary Course Transfer"); or

(ii) either

(A) such Transfer is from a Subsidiary to the Company, a Wholly-Owned Subsidiary or another Subsidiary as to which the Company owns, directly or indirectly, the same or a higher percentage of the shares of each class of the Capital Stock than it owns of the transferring Subsidiary, or

(B) such Transfer is from the Company to a Wholly-Owned Subsidiary;

so long as immediately before and immediately after the consummation of such transaction, and after giving effect thereto,

(I) no Default or Event of Default exists or would exist, and

(II) the Company would be permitted to incur at least $1.00 of additional Debt by the provisions of
Section 10.5(a) and at least $1.00 of additional Priority Debt by the provisions of Section 10.5(b) (in each case other than Debt owing to the Company or a Subsidiary)

(each such Transfer, collectively with any Ordinary Course Transfers, "Excluded Transfers"); or

(iii) such Transfer is not an Excluded Transfer and does not involve a Substantial Portion of the property of the Company and its Subsidiaries, so long as immediately before and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.

(b) Debt Prepayment Applications and Reinvested Transfers.

(i) Notwithstanding the provisions of Section 10.8(a), the determination of whether a Transfer involves a Substantial Portion of the property of the Company and its Subsidiaries, as provided in
Section 10.8(a)(iii) and Section 10.8(c)(iii), shall be made without taking into account the same proportion of the book value attributable to the property subject to such Transfer as shall be equal to the proportion (the "Designated Portion") of the Net Asset Sale Proceeds Amount with respect to such Transfer to be applied to either a Debt Prepayment Application with respect to such Transfer or the acquisition of assets similar to the assets which were the subject of such Transfer (a "Reinvested Transfer") within 365 days of the consummation of such Transfer, as specified in an Officer's Certificate delivered to each holder of Notes prior to, or contemporaneously with, the consummation of such Transfer.

(ii) If, notwithstanding the certificate referred to in the foregoing clause (i), the Company shall fail to apply the entire amount of the Designated Portion as specified in such certificate within the period stated in Section 10.8(b)(i), the computation of whether such Transfer involved a Substantial Portion of the property of the Company

TIFFANY & CO. NOTE PURCHASE AGREEMENT

and its Subsidiaries shall be recomputed, as of the date of such Transfer, by taking into account the same proportion of the book value attributable to the property subject to such Transfer as shall be equal to the proportion of the Net Asset Sale Proceeds Amount actually applied to either a Debt Prepayment Application or a Reinvested Transfer within such period. If, upon the recomputation provided for in the preceding sentence, such Transfer involved a Substantial Portion of the property of the Company and the Restricted Subsidiaries, an Event of Default shall be deemed to have existed as of the expiration of such period.

(c) Certain Definitions. The following terms have the following meanings:

(i) "Debt Prepayment Application" means, with respect to any Transfer of property by the Company or any Subsidiary, the application by the Company or such Subsidiary of cash in an amount equal to the Net Asset Sale Proceeds Amount with respect to such Transfer to pay Senior Debt of the Company or such Subsidiary (other than Senior Debt owing to any of the Subsidiaries or any Affiliate and Senior Debt in respect of any revolving credit or similar facility providing the Company or such Subsidiary with the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with such payment of Senior Debt the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Senior Debt), provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.2 in a principal amount that equals the Ratable Portion for such Note. A holder of Notes may accept or reject such offer to prepay by causing a notice of such acceptance or rejection to be delivered to the Company at least two Business Days prior to the prepayment date specified by the Company in such offer. If a holder of Notes has not responded to such offer by a date which is at least two Business Days prior to such specified prepayment date, such holder shall be deemed to have accepted such offer of prepayment. If any holder of a Note rejects such offer of prepayment, then, for purposes of the preceding sentence only, the Company nevertheless will be deemed to have paid Senior Debt in an amount equal to the Ratable Portion for such Note.

As used in this definition,

"Ratable Portion" means, for any Note, an amount equal to the product of

(a) the Net Asset Sale Proceeds Amount being so offered to be applied to the payment of Senior Debt, multiplied by

(b) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate outstanding principal amount of Senior Debt of the Company and its Subsidiaries, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

(ii) "Disposition Value" means, at any time, with respect to any Transfer of property,

            (A) in the case of property that does not constitute
      Capital Stock of a Subsidiary, the book value thereof, valued
      at the amount taken into account (or which would be taken into
      account) in the consolidated balance sheet of the Company then
      most recently required to have been delivered to the holders
      pursuant to Section 7.1, and

            (B) in the case of property that constitutes Capital
      Stock of a Subsidiary, an amount equal to that percentage of
      the book value of the assets of the Subsidiary that issued
      such Capital Stock as is equal to the percentage that the book
      value of such Capital Stock represents of the book value of
      all of the outstanding Capital Stock of such Subsidiary
      (assuming, in making such calculations, that all securities
      convertible into such Capital Stock are so converted and
      giving full effect to all transactions that would occur or be
      required in connection with such conversion), determined as of
      the date of the balance sheet referred to in the foregoing
      clause (A).

      (iii) "Substantial Portion" means, at any time, any property
subject to a Transfer if

            (A) the Disposition Value of such property, when added
      to the Disposition Value of all other property of the Company
      and its Subsidiaries that shall have been the subject of a
      Transfer (other than an Excluded Transfer and subject, with
      respect to both such property and all such other property, to
      the provisions of Section 10.8(b)) during the then current
      fiscal year of the Company, exceeds an amount equal to 15% of
      Consolidated Total Assets as reflected (or as would be
      reflected) in the consolidated balance sheet of the Company
      then most recently required to have been delivered to the
      holders pursuant to Section 7.1, or

            (B) the Disposition Value of such property, when added
      to the Disposition Value of all other property of the Company
      and its Subsidiaries that shall have been the subject of a
      Transfer (other than an Excluded Transfer and subject, with
      respect to both such property and all such other property, to
      the provisions of Section 10.8(b)) during the period beginning
      on the date of the Closing and ending on and including the
      date of the consummation of such Transfer, exceeds an amount
      equal to 30% of Consolidated Total Assets as reflected (or as
      would be reflected) in the consolidated balance sheet of the
      Company then most recently required to have been delivered to
      the holders pursuant to Section 7.1.

      (iv) "Transfer" means, with respect to any Person, any

transaction in which such Person sells, conveys, transfers or leases (as lessor) any of its property, including, without limitation, Capital Stock of any other Person, but does not include any such transaction subject to the provisions of Section 10.7 (other than
Section 10.7(b)(ii)).

11. EVENTS OF DEFAULT

An "Event of Default" shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date

TIFFANY & CO. NOTE PURCHASE AGREEMENT

fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in any of Sections 10.3 through Section 10.8, inclusive, or Section 7.1(d); or

(d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a),
(b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note; or

(e) any representation or warranty made in writing by or on behalf of the Company or any Guarantor or by any officer of the Company or any Guarantor in this Agreement or the Guaranty Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) (i) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness (other than Indebtedness under this Agreement and the Notes) beyond any period of grace provided with respect thereto, that individually or together with such other Indebtedness as to which any such default exists has an aggregate outstanding principal amount of at least $10,000,000, or

(ii) the Company or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness (other than Indebtedness under this Agreement and the Notes), that individually or together with such other Indebtedness as to which any such default exists has an aggregate outstanding principal amount of at least $15,000,000, or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or

(iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $10,000,000, or
(y) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay such Indebtedness; or

(g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors,
(iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is

TIFFANY & CO. NOTE PURCHASE AGREEMENT

adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company or any Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any Subsidiary or with respect to any substantial part of the property of the Company or any Subsidiary, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any Subsidiary, or any such petition shall be filed against the Company or any Subsidiary and such petition shall not be dismissed within 60 days; or

(i) a final judgment or judgments for the payment of money aggregating in excess of $15,000,000 are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 45 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 45 days after the expiration of such stay; or

(j) (i) the Guaranty Agreement shall cease to be in full force and effect or shall be declared by a court or governmental authority of competent jurisdiction to be void, voidable or unenforceable against any Guarantor, or

(ii) the validity or enforceability of the Guaranty Agreement against any Guarantor shall be contested by such Guarantor or the Company, or

(iii) any Guarantor or the Company shall deny that such Guarantor has any further liability or obligation under the Guaranty Agreement; or

(k) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code,

(ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings,

(iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $5,000,000,

(iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,

(v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or

(vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder;

TIFFANY & CO. NOTE PURCHASE AGREEMENT

and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect.

As used in Section 11(k), the terms "employee benefit plan" and "employee welfare benefit plan" shall have the respective meanings assigned to such terms in section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1 Acceleration

(a) If an Event of Default with respect to the Company described in paragraph (g) or paragraph (h) of Section 11 (other than an Event of Default described in clause (i) of paragraph (g) or described in clause
(vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of
Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

12.2 Other Remedies

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained in any Financing Document, or for an injunction against a violation of any of the terms thereof, or in aid of the exercise of any power granted thereby or by law or otherwise.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

12.3 Rescission.

At any time after any Notes have been declared due and payable pursuant to clause (b) or clause (c) of Section 12.1, the holders of not less than 66-_% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, due and payable on any Notes other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to
Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

12.4 No Waivers or Election of Remedies, Expenses, etc.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by any Financing Document upon any holder of any Note shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys' fees, expenses and disbursements.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1 Registration of Notes.

The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company and you acknowledge and agree that the Notes are not "negotiable instruments" within the meaning of ss.3-104 of the Uniform Commercial Code as adopted in the State of New York. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

13.2 Transfer and Exchange of Notes.

Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1A or Exhibit 1B, as the case may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

13.3 Replacement of Notes.

Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original purchaser or a Qualified Institutional Buyer, such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

14. PAYMENTS ON NOTES.

14.1 Place of Payment.

Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of the Company in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

14.2 Home Office Payment.

So long as you or your nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in Schedule A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon payment or prepayment in full of any Note, you shall promptly surrender such Note for cancellation to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section
13.2. The Company will afford the benefits of this Section 14.2 to any Qualified Institutional Buyer or Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 14.2.

15. EXPENSES, ETC.

15.1 Transaction Expenses.

Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys' fees of one special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so required) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of the Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation:
(a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with the Financing Documents, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated by the Financing Documents. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by you).

15.2 Survival.

The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of any Financing Document, and the termination of any Financing Document.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained in any Financing Document shall survive the execution and delivery of this Agreement and the Notes and the purchase or transfer by you of any Note or portion thereof or interest therein, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All

TIFFANY & CO. NOTE PURCHASE AGREEMENT

statements contained in any certificate or other instrument or writing delivered by or on behalf of the Company pursuant to any Financing Document shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, the Financing Documents embody the entire agreement and understanding between you and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

17. AMENDMENT AND WAIVER.

17.1 Requirements.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections 1, 2, 3, 4, 5, 6 and 21, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 20.

17.2 Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 by a holder of Notes that has transferred or has agreed to transfer its Notes to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

17.3 Binding Effect, etc.

Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

17.4 Notes held by Company, etc.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under any of the Financing Documents, or have directed the taking of any action provided in any of the Financing Documents to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

18. NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or
(b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of the Chief Financial Officer, telecopier: (212) 605-4465, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating hereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative

TIFFANY & CO. NOTE PURCHASE AGREEMENT

proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, "Confidential Information" means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company or such Subsidiary, provided that such term does not include information that

(a) was publicly known or otherwise known to you prior to the time of such disclosure,

(b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf,

(c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary, or

(d) constitutes financial statements delivered to you under Section 7.1 that are otherwise publicly available.

You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to:

(i) your directors, officers, trustees, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes),

(ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20,

(iii) any other holder of any Note,

(iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20),

(v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20),

(vi) any federal or state regulatory authority having jurisdiction over you,

(vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information

TIFFANY & CO. NOTE PURCHASE AGREEMENT

about your investment portfolio or

(viii) any other Person to which such delivery or disclosure may be necessary or appropriate

(A) to effect compliance with any law, rule, regulation or order applicable to you,

(B) in response to any subpoena or other legal process,

(C) in connection with any litigation to which you are a party, or

(D) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Financing Documents.

Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.

21. SUBSTITUTION OF PURCHASER.

You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word "you" is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word "you" is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.

22. MISCELLANEOUS.

22.1 Successors and Assigns.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

22.2 Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.

22.3 Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

22.4 Construction.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

22.5 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

22.6 Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Remainder of page intentionally blank. Next page is signature page.]

TIFFANY & CO. NOTE PURCHASE AGREEMENT

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company.

Very truly yours,

TIFFANY & CO.

Title:

The foregoing is hereby
agreed to as of the
date thereof.

[PURCHASER]

TIFFANY & CO. NOTE PURCHASE AGREEMENT

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

"Affiliate" means at any time, and with respect to any Person,

(a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and

(b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests; provided that Mitsukoshi Limited shall not be deemed to be an "Affiliate" pursuant to this clause (b) so long as it does not beneficially own or hold, directly or indirectly, 15% or more of any class of voting or equity interests of the Company or any Subsidiary and neither the Company nor any Subsidiary beneficially owns or holds, in the aggregate, directly or indirectly, 15% or more of any class of voting or equity interests of Mitsukoshi Limited or any of its subsidiaries.

As used in this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Company.

"Agreement, this" is defined in Section 17.3.

"Business Day" means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

"Capital Lease" means a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

"Capital Stock" means any class of capital stock, share capital or similar equity interest of a Person.

"Closing" is defined in Section 3.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

"Company" is defined in the introductory sentence of this Agreement.

"Company Headquarters Mortgage Notes" means all mortgage notes that are secured by mortgages on the Premises as of the date of the Closing.

"Confidential Information" is defined in Section 20.

"Consolidated Adjusted Lease Expense" means, for any period, an amount equal to 33-_% of Consolidated Lease Rentals for such period.

"Consolidated Interest Expense" means, for any period, the sum of (i) the aggregate amount of interest expense on Consolidated Total Debt (without giving effect to any interest income), plus (ii) without duplication, that portion of Capital Lease obligations of the Company and its Subsidiaries representing the interest factor for such period, less (iii) amortization of non-cash debt issuance costs.

"Consolidated Lease Rentals" means, for any period, the aggregate amount of lease expense of the Company and its Subsidiaries for such period, as determined in accordance with GAAP.

"Consolidated Net Income" means, for any period, the net income (or loss) of the Company and its Subsidiaries for such period (taken as a cumulative whole), as determined in accordance with GAAP, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

"Consolidated Net Worth" means, at any time,

(a) the sum, without duplication, of (i) the par value (or value stated on the books of the corporation) of the Capital Stock (but excluding treasury stock and Capital Stock subscribed and unissued, and any Preferred Stock that is mandatorily redeemable on or prior to December 30, 2010) of the Company and its Subsidiaries, plus (ii) the amount of the paid-in capital and retained earnings of the Company and its Subsidiaries, in each case as such amounts (excluding the effect of all foreign currency translation adjustments) would be shown on a consolidated balance sheet of the Company and its Subsidiaries as of such time prepared in accordance with GAAP, minus

(b) to the extent included in clause (a), all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries.

"Consolidated Operating Cash Flow" means, for any period, the sum of

(a) Consolidated Net Income for such period, plus

(b) the aggregate amount of Consolidated Interest Expense, income taxes, depreciation, amortization and any other noncash expenses or charges of any nature accrued for such period by the Company and its Subsidiaries (to the extent, but only to the extent, such aggregate amount was reflected in the computation of Consolidated Net Income for such period).

"Consolidated Total Assets" means, at any time, the total assets of the Company and its Subsidiaries which would be shown as assets on a consolidated balance sheet of the Company and its Subsidiaries as of such time prepared in accordance with GAAP, after eliminating all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries.

"Consolidated Total Capitalization" means, at any time, the sum of (a) Consolidated Total Debt at such time plus (b) Consolidated Net Worth at such time.

"Consolidated Total Debt" means, as of any date of determination, the total of all Debt of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

"Credit Agreement" means the Credit Agreement dated as of June 26, 1995, as amended, by and among the Company, certain Subsidiaries of the Company, the banks that are parties thereto, and The Bank of New York, as issuing bank, swing line lender, arranging agent and administrative agent.

"Debt" means, with respect to any Person, without duplication,

(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including, without limitation, all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(c) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases;

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); and

(e) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (d) hereof.

Without limitation of the foregoing, Debt of any Person shall include all obligations of such Person of the character described in clauses (a) through (e) to the extent such Person or its property remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

"Debt Prepayment Application" is defined in Section 10.8(c)(i).

"Default" means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

"Default Rate" means that rate of interest that is the greater of (i) 1.0% per annum above the rate of interest stated in clause (a) of the first paragraph of the relevant Series of Notes or (ii) 1.0% over the rate of interest publicly announced from time to time by Morgan Guaranty Trust Company of New York in New York City (or its successor) as its "base" or "prime" rate.

"Designated Portion" is defined in Section 10.8(b)(i).

"Disclosure Documents" are defined in Section 5.3.

"Disposition Value" is defined in Section 10.8(c)(ii).

"Environmental Laws" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

"Event of Default" is defined in Section 11.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

"Excluded Transfer" is defined in Section 10.8(a)(ii).

"Fair Market Value" means, at any time and with respect to any property, the sale value of such property that would be realized in an arm's-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell, respectively).

"Financing Documents" means, collectively, this Agreement, the Other Agreements, the Notes and the Guaranty Agreement.

"Foreign Pension Plan" means any plan, fund or other similar program

(a) established or maintained outside of the United States of America by any one or more of the Company or any of its Subsidiaries primarily for the benefit of the employees (substantially all of whom are aliens not residing in the United States of America) of the Company or its Subsidiaries which plan, fund or other similar program provides for retirement income for such employees or results in a deferral of income for such employees in contemplation of retirement and

(b) not otherwise subject to ERISA.

"GAAP" means generally accepted accounting principles as in effect from time to time in the United States of America.

"Governmental Authority" means

(a) the government of

(i) the United States of America or any state or other political subdivision thereof, or

(ii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or that asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

"Guarantors" means each of Tiffany and Company, a New York corporation, Tiffany & Co. International, a Delaware corporation, Tiffany & Co. Japan Inc., a Delaware corporation, and the successors and assigns of each of the foregoing entities, and "Guarantor" means any one of such Persons.

"Guaranty" means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including, without limitation, obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such indebtedness

or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

"Guaranty Agreement" is defined in Section 4.7.

"Hazardous Material" means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).

"holder" means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

"Indebtedness" means, with respect to any Person, without duplication,

(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(c) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases;

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f) Swaps of such Person; and

(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

Without limitation of the foregoing, Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through
(g) to the extent such Person or its property

remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

"Institutional Investor" means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

"Lien" means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

"Make-Whole Amount" is defined in Section 8.6.

"Material" means material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of the Company and its Subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Obligors to perform their obligations under the Financing Documents, or (c) the validity or enforceability of any of the Financing Documents.

"Memorandum" is defined in Section 5.3.

"Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such term is defined in section 4001(a)(3) of ERISA).

"NAIC Questionnaire-based Disclosure" is defined in Section 5.19.

"Net Asset Sale Proceeds Amount" means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

(a) the aggregate amount of the consideration (valued at the Fair Market Value of such consideration at the time of the consummation of such Transfer) received by such Person in respect of such Transfer, minus

(b) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer.

"Notes" is defined in Section 1.

"Obligors" means the Company and each Guarantor, and "Obligor" means any one of such Persons.

"Officer's Certificate" means a certificate of the Company executed on its behalf by a Senior Financial Officer or any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

"Ordinary Course Transfer" is defined in Section 10.8(a)(i).

"Other Agreements" is defined in Section 2.

"Other Purchasers" is defined in Section 2.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

"Person" means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

"Plan" means an "employee benefit plan" (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

"Preferred Stock" means any class of Capital Stock of a Person that is preferred over any other class of Capital Stock of such Person as to the payment of dividends or other equity distributions or the payment of any amount upon liquidation or dissolution of such Person.

"Premises" means the building and land located at 727 Fifth Avenue, New York, New York.

"Priority Debt" means, at any time, without duplication, the sum of

(a) all then outstanding Debt of the Company or any Guarantor secured by any Lien on any property of the Company or any Subsidiary, other than any such Debt secured by Liens permitted by any one or more of clauses (a) through (i), inclusive, of Section 10.6, plus

(b) all then outstanding Debt of Subsidiaries (other than Debt of any Guarantor); provided that Priority Debt shall not include

(i) Debt of any Subsidiary

(A) owing solely to the Company or another Subsidiary, or

(B) under any Guaranty by a Subsidiary which is a party to the Guaranty Agreement of the Debt of the Company or any other Subsidiary; and

(ii) Debt of any Subsidiary in respect of the existing lease of the Company's New Jersey Customer Service Center resulting from any requirement that such lease be reflected as a Capital Lease on the balance sheet of the Company in accordance with GAAP.

"property" or "properties" means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

"PTE" is defined in Section 6.2(a).

"QPAM Exemption" is defined in Section 6.2(d).

"Qualified Institutional Buyer" means any Person who is a "qualified institutional buyer" within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

"Reinvested Transfer" is defined in Section 10.8(b)(i).

"Required Holders" means, at any time, the holder or holders of at least 66-_% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of

its Affiliates).

"Responsible Officer" means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Senior Debt" means the Notes and any Debt of the Company or its Subsidiaries that by its terms is not in any manner subordinated in right of payment to any other unsecured Debt of the Company or any Subsidiary.

"Senior Financial Officer" means the chief financial officer, principal accounting officer or treasurer of the Company.

"Series" means any one or more of the series of Notes issued hereunder.

"Series A Notes" is defined in Section 1(a).

"Series B Notes" is defined in Section 1(b).

"Source" is defined in Section 6.2.

"Subsidiary" means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the Company.

"Substantial Portion" is defined in Section 10.8(c)(iii).

"Successor Corporation" is defined in Section 10.7(c).

"Swaps" means, with respect to any Person, payment obligations with respect to interest rate swaps, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purposes of this Agreement, the amount of the obligation under any Swap shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined.

"Transfer" is defined in Section 10.8(c)(iv).

"Wholly-Owned Subsidiary" means, at any time, any Subsidiary 100% of all of the equity interests (except directors' qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company's other Wholly-Owned Subsidiaries at such time.

"Year 2000 Problem" is defined in Section 5.19.

Schedule 5.14 Use of Proceeds

The Company will use the proceeds (i) to refinance a portion of outstanding short-term yen-denominated and dollar-denominated indebtedness and
(ii) for working capital.

A portion of the proceeds received by the Company upon the sale of the Notes will be distributed as follows: $10,000,000 to Tiffany & Co. International as a capital contribution, which will be invested by such corporation in Tiffany & Co. Japan Inc. as a contribution to its capital, which will be used by such corporation to repay a portion of its outstanding yen-denominated Indebtedness under the Credit Agreement and for working capital; and $90,000,000 to Tiffany and Company as an intercompany loan to be used by such corporation to repay a portion of its outstanding Indebtedness under the Credit Agreement and for other general corporate purposes.

TIFFANY & CO. NOTE PURCHASE AGREEMENT

Schedule 5.14-1

Schedule 5.15 Existing Indebtedness and Liens*

1. Indebtedness under the Credit Agreement of up to $160,000,000 which may be incurred by the Company and those of its direct and indirect subsidiaries that are or become parties thereto (unsecured; $117,060,519 outstanding).

2. Guaranties provided by each of the Guarantors of the Indebtedness described in Item 1 above (unsecured).

3. $51,500,000 7.52% Senior Notes Due 2003 issued by the Company to certain purchasers thereof (unsecured; $51,500,000 outstanding).

4. Guaranties provided by each of the Guarantors of the Indebtedness described in Item 3 above (unsecured).

5. (yen)5,000,000,000,000 Yen Loan Due 2011 provided to Tiffany & Co. Japan Inc., Japan Branch, by American Family Life Assurance Company of Columbus, Japan Branch (unsecured; (yen)5,000,000,000,000 outstanding).

6. Guaranty provided by the Company of the Indebtedness described in Item 5 above (unsecured).

7. $10,000,000 uncommitted line of credit provided to Tiffany and Company by The Bank of New York (unsecured; $317,000 outstanding).

8. Forward exchange yen contracts, including those arising under that certain Foreign Exchange and Options Master Agreement dated as of March 28, 1997, by and between The Bank of New York and Tiffany and Company ("FEOMA-1") and that certain Foreign Exchange and Options Master Agreement dated as of March 28, 1997, by and between The Bank of New York and Tiffany & Co. International ("FEOMA-2") (unsecured; $37,821,784 outstanding as of November 30, 1998).

9. Guaranty provided by Tiffany & Co. International of the Indebtedness arising under FEOMA-1 (unsecured).

10. Guaranty provided by Tiffany and Company of the Indebtedness arising under FEOMA-2 (unsecured).

11. Consignment Lien in favor of Fleet Precious Metals Inc. under a certain Consignment Agreement dated July 24, 1998, between Fleet Precious Metals Inc. and Tiffany and Company.

*Stated principal amounts outstanding are as of December 18, 1998, unless otherwise noted.

FORM OF SERIES A NOTE

EXHIBIT 1A

FORM OF SERIES A NOTE

TIFFANY & CO.

6.90% SERIES A SENIOR NOTE DUE DECEMBER 30, 2008

No. RA-___ [Date] $______ PPN: 886547 A* 9

FOR VALUE RECEIVED, the undersigned, TIFFANY & CO. (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to ___________________, or registered assigns, the principal sum of ________ DOLLARS ($_______) on December 30, 2008, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.90% per annum from the date hereof, payable semiannually on the 30th day of June and December in each year, commencing with the June 30 or December 30 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 7.90% or (ii) 1.0% over the rate of interest publicly announced from time to time by Morgan Guaranty Trust Company of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of the 6.90% Series A Senior Notes due December 30, 2008 (herein called the "Series A Notes") of the Company in the aggregate principal amount of $60,000,000 issued pursuant to separate Note Purchase Agreements, dated as of December 30, 1998 (as from time to time amended, the "Note Purchase Agreements"), between the Company and the respective purchasers named therein and under and pursuant to which the Company is also issuing $40,000,000 aggregate principal amount of its 7.05% Series B Senior Notes due December 30, 2010 (the "Series B Notes" and, together with the Series A Notes, the "Notes"), and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements. Capitalized terms used herein, unless otherwise specified herein, shall have the respective meanings specified in the Note Purchase Agreements.

FORM OF SERIES A NOTE
Exhibit 1A-1

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is not a "negotiable instrument" within the meaning of ss.3-104 of the Uniform Commercial Code as adopted in the State of New York.

This Note and the holder hereof are entitled, equally and ratably with the holders of all other Notes, to the benefits provided by the Guaranty Agreement, as to which reference is hereby made for the statement thereof.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

By
Name:
Title:

FORM OF SERIES A NOTE
Exhibit 1A-2

EXHIBIT 1B

FORM OF SERIES B NOTE

TIFFANY & CO.

7.05% SERIES B SENIOR NOTE DUE DECEMBER 30, 2010

No. RB-___ [Date] $______ PPN: 886547 A@ 7

FOR VALUE RECEIVED, the undersigned, TIFFANY & CO. (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to __________________, or registered assigns, the principal sum of _____________ DOLLARS ($___) on December 30, 2010, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.05% per annum from the date hereof, payable semiannually on the 30th day of June and December in each year, commencing with the June 30 or December 30 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 8.05% or (ii) 1.0% over the rate of interest publicly announced from time to time by Morgan Guaranty Trust Company of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of the 7.05% Series B Senior Notes due December 30, 2010 (herein called the "Series B Notes") of the Company in the aggregate principal amount of $40,000,000 issued pursuant to separate Note Purchase Agreements, dated as of December 30, 1998 (as from time to time amended, the "Note Purchase Agreements"), between the Company and the respective purchasers named therein and under and pursuant to which the Company is also issuing $60,000,000 aggregate principal amount of its 6.90% Series A Senior Notes due December 30, 2008 (the "Series A Notes" and, together with the Series B Notes, the "Notes"), and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements. Capitalized terms used herein, unless otherwise specified herein, shall have the respective meanings specified in the Note Purchase

FORM OF SERIES B NOTE
Exhibit B-1

Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is not a "negotiable instrument" within the meaning of ss.3-104 of the Uniform Commercial Code as adopted in the State of New York.

This Note and the holder hereof are entitled, equally and ratably with the holders of all other Notes, to the benefits provided by the Guaranty Agreement, as to which reference is hereby made for the statement thereof.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

By
Name:
Title:

FORM OF GUARANTY AGREEMENT
Annex 1-2

EXHIBIT 4.7

FORM OF GUARANTY AGREEMENT

TIFFANY AND COMPANY
TIFFANY & CO. INTERNATIONAL
TIFFANY & CO. JAPAN INC.

DATED AS OF DECEMBER 30, 1998

$60,000,000 6.90% SERIES A SENIOR NOTES DUE DECEMBER 30, 2008
$40,000,000 7.05% SERIES B SENIOR NOTES DUE DECEMBER 30, 2010

ISSUED BY TIFFANY & CO.

FORM OF GUARANTY AGREEMENT
Annex 1-3

TABLE OF CONTENTS

PAGE

1. PRELIMINARY STATEMENT................................................ 1

2. GUARANTY AND OTHER RIGHTS AND UNDERTAKINGS........................... 2

2.1   Guarantied Obligations.........................................  2
2.2   Performance Under the Note Purchase Agreement..................  2
2.3   Releases.......................................................  3
2.4   Waivers........................................................  3
2.5   Certain Waivers of Subrogation, Reimbursement and Indemnity....  6
2.6   Indemnity......................................................  6
2.7   Invalid Payments...............................................  6
2.8   Marshaling.....................................................  7
2.9   Subordination, Subrogation, Etc................................  7
2.10  Subordination of Affiliate Obligations.........................  7
2.11  Set-off, Counterclaim or Other Deductions......................  8
2.12  Election by Guarantors to Perform Obligations..................  8
2.13  No Election of Remedies by Noteholders.........................  8
2.14  Separate Action; Other Enforcement Rights......................  8
2.15  Noteholder Set-off.............................................  8
2.16  Delay or Omission; No Waiver...................................  9
2.17  Restoration of Rights and Remedies.............................  9
2.18  Cumulative Remedies............................................  9
2.19  Notices in Respect of Payments.................................  9
2.20  Limitation on Guarantied Obligation............................  9
2.21  Confirmation of Guaranty....................................... 10

3. INTERPRETATION OF THIS GUARANTY...................................... 10
3.1 Terms Defined.................................................. 10
3.2 Section Headings and Construction.............................. 10

4. WARRANTIES AND REPRESENTATIONS....................................... 11

5. GENERAL COVENANTS.................................................... 11

      5.1   Undertakings in the Note Purchase Agreement.................... 11
      5.2   Payment of Notes and Maintenance of Office..................... 11
      5.3   Further Assurances............................................. 11

6.    MISCELLANEOUS........................................................ 12
      6.1   Successors and Assigns......................................... 12
      6.2   Partial Invalidity............................................. 12


                                                      FORM OF GUARANTY AGREEMENT

      6.3   Communications................................................. 12
      6.4   Governing Law.................................................. 12
      6.5   Effective Date................................................. 13
      6.6   Benefits of Guaranty Restricted to Noteholders................. 13
      6.7   Survival of Representations and Warranties..................... 13
      6.8   Expenses....................................................... 13
      6.9   Amendment...................................................... 13
      6.10  Survival....................................................... 14
      6.11  Entire Agreement............................................... 14
      6.12  Duplicate Originals............................................ 14
      6.13  Waiver of Jury Trial; Consent to Jurisdiction; Etc............. 14

Annex 1 -- Addresses of Guarantors

FORM OF GUARANTY AGREEMENT

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT, dated as of December 30, 1998 (as amended or restated from time to time, this "Guaranty"), by Tiffany and Company, a New York corporation, Tiffany & Co. International, a Delaware corporation and Tiffany & Co. Japan Inc., a Delaware corporation (together with their respective successors and assigns, the "Guarantors"), is in favor of each of the Noteholders (as such term is hereinafter defined).

1. PRELIMINARY STATEMENT

(a) Tiffany & Co., a Delaware corporation (together with its successors and assigns, the "Company"), has authorized the issuance of its
(i) 6.90% Series A Senior Notes due December 30, 2008 in the aggregate principal amount of Sixty Million Dollars ($60,000,000) (the "Series A Notes") and (ii) 7.05% Series B Senior Notes due December 30, 2010 in the aggregate principal amount of Forty Million Dollars ($40,000,000) (together with the Series A Notes, collectively, and as may be amended or restated from time to time, the "Notes"), pursuant to separate Note Purchase Agreements, of even date herewith (collectively, as may be amended or restated from time to time, the "Note Purchase Agreement"), between the Company and the respective purchasers listed on Schedule A attached thereto (the "Purchasers").

(b) In order to induce the Purchasers to purchase the Notes from the Company, the Company has agreed that it will cause each Guarantor to guaranty unconditionally all of the obligations of the Company to pay principal of and interest and Make-Whole Amount on the Notes and all other amounts payable by the Company under of the Notes and the Note Purchase Agreement pursuant to the terms and provisions hereof.

(c) Each Guarantor and the Company are operated as part of one combined business group and are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources. Each Guarantor will receive direct and indirect economic, financial and other benefits from the indebtedness incurred under the Note Purchase Agreement and the Notes by the Company, and under this Guaranty by each Guarantor, and the incurrence of such indebtedness is in the best interests of each Guarantor. The Company and each Guarantor have induced the Purchasers to purchase the Notes based on the consolidated financial condition of each Guarantor and the Company.

(d) All acts and proceedings required by law and by the certificate of incorporation and bylaws of each Guarantor necessary to constitute this Guaranty a valid and binding agreement for the uses and purposes set forth herein in accordance with its terms have been done and taken, and the execution and delivery hereof has been in all respects duly authorized.

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-1

2. GUARANTY AND OTHER RIGHTS AND UNDERTAKINGS

2.1 Guarantied Obligations.

Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash:

(a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and

(b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.

All of the obligations set forth in clauses (a) and (b) of this Section 2.1 are referred to herein as the "Guarantied Obligations" and the guaranty thereof contained herein is referred to herein as the "Unconditional Guaranty." The Unconditional Guaranty is a primary, original and immediate obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and performance and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guarantied Obligations.

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-2

2.2 Performance Under the Note Purchase Agreement.

In the event the Company fails to pay, perform, keep, observe, or fulfill any Guarantied Obligation specified in clause (a) of Section 2.1 in the manner provided in the Notes or in the Note Purchase Agreement, each Guarantor shall cause forthwith to be paid the moneys in respect of which such failure has occurred in accordance with the terms and provisions of the Note Purchase Agreement and the Notes. In furtherance of the foregoing, if an Event of Default shall exist, the Guarantied Obligations shall, in the manner and subject to the limitations provided in the Note Purchase Agreement for the acceleration of the Notes, forthwith become due and payable without notice, regardless of whether the acceleration of the Notes shall be stayed, enjoined, delayed or otherwise prevented.

2.3 Releases.

Each Guarantor consents and agrees that, without notice to or by any Guarantor and without impairing, releasing, abating, deferring, suspending, reducing, terminating or otherwise affecting the obligations of each Guarantor hereunder, each Noteholder, in the manner provided herein, by action or inaction, may:

(a) compromise or settle, renew or extend the period of duration or the time for the payment, or discharge the performance of, or may refuse to, or otherwise not, enforce, or may, by action or inaction, release all or any one or more parties to, any one or more of the Notes, the Note Purchase Agreement, any other guaranty thereof or agreement or instrument related thereto or hereto;

(b) assign, sell or transfer, or otherwise dispose of, any one or more of the Notes;

(c) grant waivers, extensions, consents and other indulgences to the Company or any other guarantors in respect of any one or more of the Notes, the Note Purchase Agreement, any other guaranty thereof or any agreement or instrument related thereto or hereto;

(d) amend, modify or supplement in any manner and at any time (or from time to time) any one or more of the Notes, the Note Purchase Agreement, any other guaranty thereof or any agreement or instrument related hereto;

(e) release or substitute any one or more of the endorsers or guarantors of the Guarantied Obligations whether parties hereto or not; and

(f) sell, exchange, release, surrender or enforce, by action or inaction, any property at any time pledged or granted as security in respect of the Guarantied Obligations, whether so pledged or granted by the Company, each Guarantor or

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-3

another guarantor of the Company's obligations under the Note Purchase Agreement, the Notes, any other guaranty thereof or any agreement or instrument related hereto.

2.4 Waivers.

To the fullest extent permitted by law, each Guarantor does hereby waive:

(a) any notice of:

(1) acceptance of the Unconditional Guaranty;

(2) any purchase of the Notes under the Note Purchase Agreement, or the creation, existence or acquisition of any of the Guarantied Obligations, or the amount of the Guarantied Obligations, subject to each Guarantor' rights to make inquiry of each Noteholder to ascertain the amount of the Guarantied Obligations owing to such Noteholder at any reasonable time;

(3) any adverse change in the financial condition of the Company or any other fact that might increase, expand or affect each Guarantor's risk hereunder;

(4) presentment for payment, demand, protest, and notice thereof as to the Notes or any other instrument;

(5) any Default or Event of Default; and

(6) any notice or demand of any kind or nature whatsoever to which each Guarantor might otherwise be entitled (except if such notice or demand is specifically otherwise required to be given to such Guarantor pursuant to the terms of this Guaranty);

(b) any right, by statute or otherwise, to require any Noteholder to institute suit against the Company or any other guarantor or to exhaust the rights and remedies of any Noteholder against the Company or any other guarantor, each Guarantor being bound to the payment of each and all Guarantied Obligations, whether now existing or hereafter accruing, as fully as if such Guarantied Obligations were directly owing to the Noteholders by each Guarantor;

(c) the benefit of any stay (except in connection with a pending appeal), valuation, appraisal, redemption or extension law now or at any time hereafter in force which, but for this waiver, might be applicable to any sale of property of any Guarantor made under any judgment, order or decree based on this Guaranty, and each Guarantor covenants that it will not at any time insist upon or plead, or in any manner claim or take the benefit or advantage of, such law; and

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-4

(d) any defense or objection to the absolute, primary, continuing nature, or the validity, enforceability or amount of the Unconditional Guaranty, including, without limitation, any defense based on (and the primary, continuing nature, and the validity, enforceability and amount of the Unconditional Guaranty shall be unaffected by), any of the following:

(1) any change in future conditions;

(2) any change of law;

(3) any invalidity or irregularity with respect to the issuance or assumption of any obligations (including, without limitation, the Note Purchase Agreement, the Notes or any agreement or instrument related hereto) by the Company or any other Person;

(4) the execution and delivery of any agreement at any time hereafter (including, without limitation, the Note Purchase Agreement, the Notes or any agreement or instrument related hereto) of the Company or any other Person;

(5) the genuineness, validity, regularity or enforceability of any of the Guarantied Obligations;

(6) any default, failure or delay, willful or otherwise, in the performance of any obligations by the Company or any Guarantor;

(7) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company or any Guarantor, or sequestration or seizure of any property of the Company or any Guarantor, or any merger, consolidation, reorganization, dissolution, liquidation or winding up or change in corporate constitution or corporate identity or loss of corporate identity of the Company or any Guarantor;

(8) any disability or other defense of the Company or any Guarantor to payment and performance of all Guarantied Obligations other than the defense that the Guarantied Obligations shall have been fully and finally performed and indefeasibly paid in cash;

(9) the cessation from any cause whatsoever of the liability of the Company or any Guarantor in respect of the Guarantied Obligations (other than as provided herein), and any other defense that any Guarantor may otherwise have against the Company or any Noteholder;

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-5

(10) impossibility or illegality of performance on the part of the Company or any Guarantor under the Note Purchase Agreement, the Notes or this Guaranty;

(11) any change of the circumstances of the Company, any Guarantor or any other Person, whether or not foreseen or foreseeable, whether or not imputable to the Company or any Guarantor, including, without limitation, impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, economic or political conditions, or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any Guarantor and whether or not of the kind hereinbefore specified;

(12) any attachment, claim, demand, charge, Lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges, Liens or encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the Notes or any agreement or instrument related hereto so that such sums would be rendered inadequate or would be unavailable to make the payment as herein provided;

(13) any change in the ownership of the equity securities of the Company, any Guarantor or any other Person liable in respect of the Notes; or

(14) any other action, happening, event or reason whatsoever that shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company or any Guarantor of any of their obligations under the Note Purchase Agreement, the Notes or this Guaranty.

2.5 Certain Waivers of Subrogation, Reimbursement and Indemnity.

Each Guarantor hereby acknowledges and agrees that:

(a) no Guarantor shall have any right of subrogation, contribution, reimbursement, or indemnity whatsoever in respect of the Guarantied Obligations, and no right of recourse to or with respect to any assets or property of the Company;

(b) no Guarantor will file any claims against the Company or the estate of the Company in the course of any proceeding under any applicable bankruptcy or

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-6

insolvency law in respect of the rights referred to in this Section 2.5; and

(c) each holder of Notes may specifically enforce the provisions of this Section

2.6 Indemnity.

As a separate, additional and continuing obligation, each Guarantor unconditionally and irrevocably undertakes and agrees with the Noteholders that, should the Guarantied Obligations not be recoverable from any Guarantor for any reason whatsoever (including, without limitation, by reason of any provision of the Note Purchase Agreement, the Notes or any other agreement or instrument executed in connection therewith being or becoming void, unenforceable or otherwise invalid under any applicable law) then, notwithstanding any knowledge thereof by any Noteholder at any time, each Guarantor as sole, original and independent obligor, upon demand by the Noteholders, will make payment of the Guarantied Obligations to the Noteholders by way of a full indemnity in such currency and otherwise in such manner as is provided in the Note Purchase Agreement and the Notes.

2.7 Invalid Payments.

Each Guarantor further agrees that, to the extent the Company makes a payment or payments to any Noteholder, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required, for any of the foregoing reasons or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party or officer under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, state or federal law, or any common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made and each Guarantor shall be primarily liable for such obligation.

2.8 Marshaling.

Each Guarantor consents and agrees that each Noteholder, and each Person acting for the benefit of each Noteholder, shall be under no obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Guarantied Obligations.

2.9 Subordination, Subrogation, Etc.

Each Guarantor agrees that any present or future indebtedness, obligations or liabilities of the Company to any Guarantor shall be fully subordinate and junior in right and priority of payment to any present or future indebtedness, obligations or liabilities of the Company to the Noteholders. Each Guarantor waives any right of subrogation to the rights of the Noteholders against the Company or any other Person obligated for payment of the Guarantied Obligations and any right of reimbursement, contribution or indemnity whatsoever (including, without

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-7

limitation, any such right as against any other guarantor) arising or accruing out of any payment that any Guarantor may make pursuant to this Guaranty, and any right of recourse to security for the debts and obligations of the Company, unless and until the entire amount of the Guarantied Obligations shall have been paid in full.

2.10 Subordination of Affiliate Obligations.

In the event that, for any reason whatsoever, the Company or a Person obligated in respect of the Guarantied Obligations pursuant to another guaranty, is now or hereafter becomes indebted to any Guarantor in any manner (an "Affiliate Obligation"), such Guarantor agrees that the amount of such Affiliate Obligation, interest thereon, and all other amounts due with respect thereto, shall, at all times during the existence of a Default or an Event of Default, be subordinate as to time of payment and in all other respects to all the Guarantied Obligations, and that such Guarantor shall not be entitled to enforce or receive payment thereof until all sums then due and owing to the Noteholders in respect of the Guarantied Obligations shall have been paid in full, except that such Guarantor may enforce any obligations in respect of any such Affiliate Obligation owing to such Guarantor from the Company or such indebted Person so long as all proceeds in respect of any recovery from such enforcement, to the extent of all amounts owing with respect to this Guaranty, shall be held by such Guarantor in trust for the benefit of the Noteholders. If any other payment, other than pursuant to the immediately preceding sentence, shall have been made to any Guarantor by the Company or such indebted Person on any such Affiliate Obligation during any time that a Default or an Event of Default exists and there are Guarantied Obligations outstanding, such Guarantor shall hold in trust all such payments, to the extent of all amounts owing with respect to this Guaranty, for the benefit of the Noteholders.

2.11 Set-off, Counterclaim or Other Deductions.

Except as otherwise required by law, each payment by any Guarantor shall be made without set-off, counterclaim or other deduction.

2.12 Election by Guarantors to Perform Obligations.

Any election by any Guarantor to pay or otherwise perform any of the obligations of the Company under the Notes, the Note Purchase Agreement or any agreement or instrument related hereto shall not release the Company, such Guarantor or any other guarantor from such obligations or any of such Person's other obligations under the Notes, the Note Purchase Agreement or any agreement or instrument related hereto.

2.13 No Election of Remedies by Noteholders.

Each Noteholder shall, individually or collectively, have the right to seek recourse against any Guarantor to the fullest extent provided for herein for such Guarantor's obligations under this Guaranty in respect of the Guarantied Obligations. No election to proceed in one

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-8

form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of such Noteholder's right to proceed in any other form of action or proceeding or against other parties unless such Noteholder has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by any Noteholder against the Company or any Guarantor under any document or instrument evidencing obligations of the Company or any Guarantor to such Noteholder shall serve to diminish the liability of any Guarantor under this Guaranty, except to the extent that such Noteholder finally and unconditionally shall have realized payment by such action or proceeding.

2.14 Separate Action; Other Enforcement Rights.

Each of the rights and remedies granted under this Guaranty to each Noteholder in respect of the Notes held by such Noteholder may be exercised by such Noteholder with notice by such Noteholder to, but without the consent of or any other action by, any other Noteholder; provided, however, that the maturity of the Notes may only be accelerated in accordance with the provisions of the Note Purchase Agreement or operation of law. Each Noteholder may proceed to protect and enforce the Unconditional Guaranty by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement contained herein or in execution or aid of any power herein granted or for the recovery of judgment for the obligations hereby guarantied or for the enforcement of any other proper, legal or equitable remedy available under applicable law.

2.15 Noteholder Set-off.

Each Noteholder shall have, to the fullest extent permitted by law and this Guaranty, a right of set-off against any and all credits and any and all other property of either or both of the Guarantors or any other Person, now or at any time whatsoever, with or in the possession of, such Noteholder, or anyone acting for such Noteholder, to ensure the full performance of any and all obligations of each Guarantor hereunder.

2.16 Delay or Omission; No Waiver.

No course of dealing on the part of any Noteholder and no delay or failure on the part of any such Person to exercise any right hereunder shall impair such right or operate as a waiver of such right or otherwise prejudice such Person's rights, powers and remedies hereunder. Every right and remedy given by the Unconditional Guaranty or by law to any Noteholder may be exercised from time to time as often as may be deemed expedient by such Person.

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-9

2.17 Restoration of Rights and Remedies.

If any Noteholder shall have instituted any proceeding to enforce any right or remedy under the Unconditional Guaranty or under any Note held by such Noteholder, and such proceeding shall have been dismissed, discontinued or abandoned for any reason, or shall have been determined adversely to such Noteholder, then and in every such case each such Noteholder, the Company and each Guarantor shall, except as may be limited or affected by any determination (including, without limitation, any determination in connection with any such dismissal) in such proceeding, be restored severally and respectively to its respective former positions hereunder and thereunder, and thereafter, subject as aforesaid, the rights and remedies of such Noteholders shall continue as though no such proceeding had been instituted.

2.18 Cumulative Remedies.

No remedy under this Guaranty, the Note Purchase Agreement or the Notes is intended to be exclusive of any other remedy, but each and every remedy shall be cumulative and in addition to any and every other remedy given pursuant to this Guaranty, the Note Purchase Agreement or the Notes.

2.19 Notices in Respect of Payments.

If any Guarantor shall pay to any Noteholder any amount in respect of the Guarantied Obligations, such Guarantor, within five (5) Business Days after making such payment, shall provide notice of such payment to each other Noteholder.

2.20 Limitation on Guarantied Obligation.

Notwithstanding anything in Section 2.1 or elsewhere in this Guaranty, the Note Purchase Agreement or the Notes to the contrary, the obligations of each Guarantor hereunder shall at each point in time be limited to an aggregate amount equal to the greatest amount that would not result in such obligations being subject to avoidance, or otherwise result in such obligations being unenforceable, at such time under applicable law (including, without limitation, to the extent, and only to the extent, applicable to each Guarantor, Section 548 of the Bankruptcy Code of the United States of America and any comparable provisions of the law of any other jurisdiction, any capital preservation law of any jurisdiction and any other law of any jurisdiction that at such time limits the enforceability of the obligations of such Guarantor hereunder).

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-10

2.21 Confirmation of Guaranty.

Promptly following the request of any holder of Notes in connection with any issuance of additional Notes pursuant to the terms of the Note Purchase Agreement, each Guarantor agrees to confirm in writing that the Unconditional Guaranty hereunder extends to the obligations of the Company evidenced by such newly issued Notes, and that such Notes are Guarantied Obligations hereunder.

3. INTERPRETATION OF THIS GUARANTY

3.1 Terms Defined.

For purposes of this Guaranty, the following terms have the meanings specified below or provided for in the Section of this Guaranty referred to immediately following such term (such definitions to be equally applicable to both the singular and plural forms of the terms defined). Capitalized terms used herein and not otherwise defined herein have the meaning specified in the Note Purchase Agreement.

Affiliate Obligation -- Section 2.10.

Company -- Section 1(a).

Guarantied Obligations -- Section 2.1.

Guarantors -- has the meaning assigned to such term in the introductory paragraph hereof.

Note Purchase Agreement -- Section 1(a).

Noteholder -- Section 2.1.

Notes -- Section 1(a).

Person -- means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

Purchasers -- Section 1(a).

Series A Notes -- Section 1(a).

Unconditional Guaranty -- Section 2.1.

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-11

3.2 Section Headings and Construction.

(a) Section Headings, etc. The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder" and "hereto" refer to this Guaranty as a whole and not to any particular
Section or other subdivision.

(b) Construction. Each covenant contained herein shall be construed (absent an express contrary provision herein) as being independent of each other covenant contained herein, and compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with one or more other covenants.

4. WARRANTIES AND REPRESENTATIONS

Guarantors warrant and represent, as of the date hereof, that each of the warranties and representations made by the Company in Section 5 of the Note Purchase Agreement with respect to each Guarantor are true with respect to each Guarantor on the date hereof.

5. GENERAL COVENANTS

Each Guarantor covenants and agrees that on and after the date hereof and so long as any of the Guarantied Obligations shall be outstanding:

5.1 Undertakings in the Note Purchase Agreement.

Each Guarantor will comply with each of the undertakings of the Company in the Note Purchase Agreement in respect of which the Company undertakes to cause such Guarantor to comply with such undertakings, as if such undertakings (as they apply to the Guarantors) were set forth at length herein as the undertakings of such Guarantor.

5.2 Payment of Notes and Maintenance of Offices.

Each Guarantor will punctually pay, or cause to be paid, all of the Guarantied Obligations when due and all other payment obligations required of it hereunder and will maintain an office at its address as set forth pursuant to
Section 6.3 where notices, presentations and demands in respect of this Guaranty may be made upon it. Such office will be maintained at such address until such time as such Guarantor shall notify the Noteholders of any change of location of such office.

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-12

5.3 Further Assurances.

Each Guarantor will cooperate with the Noteholders and execute such further instruments and documents as the Noteholders shall reasonably request to carry out, to the reasonable satisfaction of the Noteholders, the transactions contemplated by the Note Purchase Agreement, the Notes and this Guaranty.

6. MISCELLANEOUS

6.1 Successors and Assigns.

(a) Whenever any Guarantor or any of the parties to the Note Purchase Agreement is referred to, such reference shall be deemed to include the successors and assigns of such party, and all the covenants, promises and agreements contained in this Guaranty by or on behalf of such Guarantor shall bind the successors and assigns of such Guarantor and shall inure to the benefit of each of the Noteholders from time to time whether so expressed or not and whether or not an assignment of the rights hereunder shall have been delivered in connection with any assignment or other transfer of Notes.

(b) Each Guarantor agrees to take such action as may be reasonably requested by any Noteholder in connection with the purchase by such Noteholder or the transfer of the Notes of such Noteholder in accordance with the requirements of the Note Purchase Agreement in connection with providing an executed copy of this Guaranty to the new Noteholder or Noteholders of such Notes; provided, however, that no additional obligations of such Guarantor shall thereby be created (beyond what is provided by this Guaranty).

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-13

6.2 Partial Invalidity.

The unenforceability or invalidity of any provision or provisions hereof shall not render any other provision or provisions contained herein unenforceable or invalid.

6.3 Communications.

All communications hereunder shall be in writing, shall be delivered in the manner required by the Note Purchase Agreement, and shall be addressed, if to any Guarantor, at the applicable address set forth on Annex 1 hereto, and if to any of the Noteholders:

(a) if such Noteholder is a Purchaser, at the address for such Noteholder set forth on Schedule A to the Note Purchase Agreement, and further including any parties referred to on such Schedule A which are required to receive notices in addition to such Noteholder, and

(b) if such Noteholder is not a Purchaser, at the address for such Noteholder set forth in the register for the registration and transfer of Notes maintained pursuant to Section 13.1 of the Note Purchase Agreement,

or to any such party at such other address as such party may designate by notice duly given in accordance with this Section 6.3. Notices shall be deemed given only when actually received.

6.4 Governing Law.

THIS GUARANTY SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN

ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

6.5 Effective Date.

This Guaranty shall be effective as of the date first written above.

6.6 Benefits of Guaranty Restricted to Noteholders.

Nothing express or implied in this Guaranty is intended or shall be construed to give to any Person other than each Guarantor and the Noteholders any legal or equitable right, remedy or claim under or in respect hereof or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of each Guarantor and the Noteholders.

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-14

6.7 Survival of Representations and Warranties.

All representations and warranties contained herein or made in writing by each Guarantor in connection herewith shall survive the execution and delivery hereof.

6.8 Expenses.

(a) Each Guarantor shall pay when billed the reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Noteholders in connection with the consideration, negotiation, preparation or execution of any amendments, waivers, consents, standstill agreements and other similar agreements with respect hereto (whether or not any such amendments, waivers, consents, standstill agreements or other similar agreements are executed).

(b) At any time when any of the Company or the Guarantors and the Noteholders are conducting restructuring or workout negotiations in respect hereof, or a Default or Event of Default exists, each Guarantor shall pay when billed the reasonable costs and expenses (including reasonable attorneys' fees of one firm of attorneys and the reasonable fees of one firm of professional advisors) incurred by the Noteholders in connection with the assessment, analysis or enforcement of any rights or remedies that are or may be available to the Noteholders.

(c) If each Guarantor shall fail to pay when due any principal of, or interest on, or any other amount due in respect of any Note, each Guarantor shall pay to each Noteholder, to the extent permitted by law, such amounts as shall be sufficient to cover the costs and expenses, including but not limited to reasonable attorneys' fees, incurred by such Noteholder in collecting any sums due on the Notes.

6.9 Amendment.

This Guaranty may be amended only in a writing executed by each Guarantor and each Noteholder.

6.10 Survival.

So long as the Guarantied Obligations and all payment obligations of each Guarantor hereunder shall not have been fully and finally performed and indefeasibly paid, the obligations of each Guarantor hereunder shall survive the transfer and payment of any Note and the payment in full of all the Notes.

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-15

6.11 Entire Agreement.

This Guaranty constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

6.12 Duplicate Originals.

Two or more duplicate counterpart originals hereof may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.

6.13 Waiver of Jury Trial; Consent to Jurisdiction; Etc.

(a) Waiver of Jury Trial. THE PARTIES HERETO VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY OF THE DOCUMENTS, AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY.

(b) Consent to Jurisdiction. ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS GUARANTY, OR ANY OF THE DOCUMENTS, AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH UNDER THIS GUARANTY OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY MAY BE BROUGHT BY SUCH PARTY IN ANY FEDERAL DISTRICT COURT LOCATED IN NEW YORK CITY, NEW YORK, OR ANY NEW YORK STATE COURT LOCATED IN NEW YORK CITY, NEW YORK AS SUCH PARTY MAY IN ITS SOLE DISCRETION ELECT, AND BY THE EXECUTION AND DELIVERY OF THIS GUARANTY, THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE NON-EXCLUSIVE IN PERSONAM JURISDICTION OF EACH SUCH COURT, AND EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT IN ANY PROCEEDING BEFORE ANY TRIBUNAL, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE IN PERSONAM JURISDICTION OF ANY SUCH COURT. IN ADDITION, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY DOCUMENT, AGREEMENT OR TRANSACTION CONTEMPLATED HEREBY BROUGHT IN ANY SUCH COURT, AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-16

(c) Service of Process. EACH PARTY HERETO IRREVOCABLY AGREES THAT PROCESS PERSONALLY SERVED OR SERVED BY U.S. REGISTERED MAIL AT THE ADDRESSES PROVIDED HEREIN FOR NOTICES SHALL CONSTITUTE, TO THE EXTENT PERMITTED BY LAW, ADEQUATE SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY DOCUMENT, AGREEMENT OR TRANSACTION CONTEMPLATED HEREBY, OR ANY ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH HEREUNDER OR UNDER ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. RECEIPT OF PROCESS SO SERVED SHALL BE CONCLUSIVELY PRESUMED AS EVIDENCED BY A DELIVERY RECEIPT FURNISHED BY THE UNITED STATES POSTAL SERVICE OR ANY COMMERCIAL DELIVERY SERVICE.

(d) Other Forums. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY HOLDER OF NOTES TO SERVE ANY WRITS, PROCESS OR SUMMONSES IN ANY MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER ANY GUARANTOR IN SUCH OTHER JURISDICTION, AND IN SUCH OTHER MANNER, AS MAY BE PERMITTED BY APPLICABLE LAW.

[Remainder of page intentionally blank. Next page is signature page.]

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-17

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed on each Guarantor's behalf by a duly authorized officer of each such Guarantor.

TIFFANY AND COMPANY

Title:

TIFFANY & CO. INTERNATIONAL

Title:

TIFFANY & CO. JAPAN INC.

Title:

FORM OF GUARANTY AGREEMENT
Exhibit 4.7-18

ANNEX 1

ADDRESSES OF GUARANTORS

c/o Tiffany & Co.
727 Fifth Avenue
New York, New York 10022
Attn: Chief Financial Officer
Fax: (212) 605-4465

FORM OF GUARANTY AGREEMENT

Exhibit 10.127 Tiffany & Co.

Report on Form 10-K
Fiscal 1998

[Tiffany & Co. Letterhead]

March 30, 1998

Michael J. Kowalski
727 Fifth Avenue
New York, NY 10022

Re: Retention Agreement

Dear Mike:

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 during the Term 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:

(A) at any time you do not hold the position of chief executive officer of the Successor Entity or the Controlling Entity;

(B) at any time you are not a member of the board of directors (or comparable governing authority) of the Successor Entity or the Controlling Entity;

(C) at any time you do not report directly to the board of directors of the Controlling Entity or the chief executive officer of the Controlling Entity;

(D) at any time you do not have regular direct access to the board of directors of the Controlling Entity and the chief executive officer of the Controlling Entity; and

(E) any similar adverse change on or after the Change in Control Date in your title, 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 third anniversary of the Change in Control Date.

2. Cash Payments in the Event of Involuntary Termination During the Term. 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 previously unpaid;

(b) a severance payment equal to the sum of (i) three times your Reference Salary and (ii) three times your Reference Bonus; and

(c) a Supplementary Pension Payment designed to provide you with the present cash value of the added benefits you would have received under the Defined Benefit Plans had you continued in your employment for a Measuring Period of three years; and

(d) a Gross-Up Payment to defray your Excise Tax liability if, following a Change in Control Date, it is determined that any Payment(s) made to you is (are) subject to the Excise Tax.

Payments under subsections (a) and (b) will be made within five (5) days of your Date of Termination and payment under subsection (c) will be made within forty-five (45) days of your date of termination. All calculations necessary to compute the Supplementary Pension Benefit Payment shall be done by the Accounting Firm at Employer's expense. Appendix II sets forth the applicable procedures relating to the Gross-Up Payment.

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 three 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 III.

4. Notice of Termination. 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.

5. No Mitigation or Offset; Employer's Opportunity to Correct. 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." No event shall constitute Good Reason for your resignation unless your claim to that effect is communicated by you to Employer in writing and 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 ten (10) days of the Employer's receipt of such written notice from you.

6. Legal Fees and Expenses Necessary to Enforce Agreement. The Employer shall pay or reimburse you on an after-tax basis 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; provided, however, that the amount of the payments and reimbursements under this Section 5 shall not exceed $100,000.

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. 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.

9. 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, 727 Fifth 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.

10. 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.

(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")

TIFFANY AND COMPANY ("Employer")

Agreed to as of this _____ day of _______ 1999

Attachment: Appendices I through III

[Tiffany & Co. Letterhead]

March 30, 1999

James E. Quinn
727 Fifth Avenue
New York, NY 10022

Re: Retention Agreement

Dear Jim:

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 during the Term 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:

(A) at any time you are not the executive officer responsible for worldwide sales of the Successor Entity or the Controlling Entity;

(B) at any time you are not a member of the board of directors (or comparable governing authority) of the Successor Entity or the Controlling Entity;

(C) at any time you do not report directly to the board of directors of the Controlling Entity or the chief executive officer of the Controlling Entity;

(D) at any time you do not have regular direct access to the board of directors of the Controlling Entity and the chief executive officer of the Controlling Entity; and

(E) any similar adverse change on or after the Change in Control Date in your title, 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 third anniversary of the Change in Control Date.

2. Cash Payments in the Event of Involuntary Termination During the Term. 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 previously unpaid;

(b) a severance payment equal to the sum of (i) three times your Reference Salary and (ii) three times your Reference Bonus; and

(c) a Supplementary Pension Payment designed to provide you with the present cash value of the added benefits you would have received under the Defined Benefit Plans had you continued in your employment for a Measuring Period of three years; and

(d) a Gross-Up Payment to defray your Excise Tax liability if, following a Change in Control Date, it is determined that any Payment(s) made to you is (are) subject to the Excise Tax.

Payments under subsections (a) and (b) will be made within five (5) days of your Date of Termination and payment under subsection (c) will be made within forty-five (45) days of your date of termination. All calculations necessary to compute the Supplementary

Pension Benefit Payment shall be done by the Accounting Firm at Employer's expense. Appendix II sets forth the applicable procedures relating to the Gross-Up Payment.

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 three 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 III.

4. Notice of Termination. 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.

5. No Mitigation or Offset; Employer's Opportunity to Correct. 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." No event shall constitute Good Reason for your resignation unless your claim to that effect is communicated by you to Employer in writing and 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 ten (10) days of the Employer's receipt of such written notice from you.

6. Legal Fees and Expenses Necessary to Enforce Agreement. The Employer shall pay or reimburse you on an after-tax basis 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; provided, however, that the amount of the payments and reimbursements under this Section 5 shall not exceed $100,000.

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. 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.

9. 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, 727 Fifth 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.

10. 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.

(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")

TIFFANY AND COMPANY ("Employer")

Agreed to as of this _____ day of _______ 1999

Attachment: Appendices I through III

[Tiffany & Co. Letterhead]

March 30, 1999

James N. Fernandez
727 Fifth Avenue
New York, NY 10022

Re: Retention Agreement

Dear Jim:

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 during the Term 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:

(A) at any time you are not the chief financial officer and responsible for worldwide distribution operations of the Successor Entity or the Controlling Entity;

(B) at any time you do not report directly to the board of directors of the Successor Entity or the chief executive officer of the Successor Entity;

(C) at any time you do not have regular direct access to the board of directors of the Successor Entity and the chief executive officer of the Successor Entity; and

(D) any similar adverse change on or after the Change in Control Date in your title, 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. 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 previously unpaid;

(b) a severance payment equal to the sum of (i) two times your Reference Salary and (ii) two times your Reference Bonus; and

(c) a Supplementary Pension Payment designed to provide you with the present cash value of the added benefits you would have received under the Defined Benefit Plans had you continued in your employment for a Measuring Period of two years; and

(d) a Gross-Up Payment to defray your Excise Tax liability if, following a Change in Control Date, it is determined that any Payment(s) made to you is (are) subject to the Excise Tax.

Payments under subsections (a) and (b) will be made within five (5) days of your Date of Termination and payment under subsection (c) will be made within forty-five (45) days of your date of termination. All calculations necessary to compute the Supplementary Pension Benefit Payment shall be done by the Accounting Firm at Employer's expense. Appendix II sets forth the applicable procedures relating to the Gross-Up Payment.

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 III.

4. Notice of Termination. 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.

5. No Mitigation or Offset; Employer's Opportunity to Correct. 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." No event shall constitute Good Reason for your resignation unless your claim to that effect is communicated by you to Employer in writing and 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 ten (10) days of the Employer's receipt of such written notice from you.

6. Legal Fees and Expenses Necessary to Enforce Agreement. The Employer shall pay or reimburse you on an after-tax basis 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; provided, however, that the amount of the payments and reimbursements under this Section 5 shall not exceed $50,000.

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. 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.

9. 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, 727 Fifth 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.

10. 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.

(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")

TIFFANY AND COMPANY ("Employer")

By:_________________________________
Name: William R. Chaney
Title: Chairman

Agreed to as of this _____ day of _______ 1999

Attachment: Appendices I through III

[Tiffany & Co. Letterhead]

March 30, 1999

Patrick B. Dorsey
727 Fifth Avenue
New York, NY 10022

Re: Retention Agreement

Dear Patrick:

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 during the Term 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:

(A) at any time you are not the general counsel and corporate secretary of the Successor Entity or the Controlling Entity;

(B) at any time you do not report directly to the board of directors of the Successor Entity or the chief executive officer of the Successor Entity;

(C) at any time you do not have regular direct access to the board of directors of the Successor Entity and the chief executive officer of the Successor Entity; and

(D) any similar adverse change on or after the Change in Control Date in your title, 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. 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 previously unpaid;

(b) a severance payment equal to the sum of (i) two times your Reference Salary and (ii) two times your Reference Bonus; and

(c) a Supplementary Pension Payment designed to provide you with the present cash value of the added benefits you would have received under the Defined Benefit Plans had you continued in your employment for a Measuring Period of two years; and

(d) a Gross-Up Payment to defray your Excise Tax liability if, following a Change in Control Date, it is determined that any Payment(s) made to you is (are) subject to the Excise Tax.

Payments under subsections (a) and (b) will be made within five (5) days of your Date of Termination and payment under subsection (c) will be made within forty-five (45) days of your date of termination. All calculations necessary to compute the Supplementary Pension Benefit Payment shall be done by the Accounting Firm at Employer's expense. Appendix II sets forth the applicable procedures relating to the Gross-Up Payment.

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 III.

4. Notice of Termination. 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.

5. No Mitigation or Offset; Employer's Opportunity to Correct. 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." No event shall constitute Good Reason for your resignation unless your claim to that effect is communicated by you to Employer in writing and 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 ten (10) days of the Employer's receipt of such written notice from you.

6. Legal Fees and Expenses Necessary to Enforce Agreement. The Employer shall pay or reimburse you on an after-tax basis 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; provided, however, that the amount of the payments and reimbursements under this Section 5 shall not exceed $50,000.

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. 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.

9. 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, 727 Fifth 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.

10. 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.

(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")

TIFFANY AND COMPANY ("Employer")

By:_________________________________
Name: William R. Chaney
Title: Chairman

Agreed to as of this _____ day of _______ 1999

Attachment: Appendices I through III

Appendix I -- Definitions

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

"Accounting Firm" shall mean PricewaterhouseCoopers LLP or, if such firm is unable or unwilling to perform such calculations or provide such opinions as are required under this Agreement, such other nationally recognized public accounting firm as shall be designated by agreement of you and the Employer, or failing such Agreement, as designated by PricewaterhouseCoopers LLP, provided, however, that if PricewaterhouseCoopers LLP, or any firm designated by PricewaterhouseCoopers LLP, is serving as accountant or auditor for the Person or group effecting the Change of Control (other than for Parent or Employer), you may appoint another nationally recognized public accounting firm as Accounting Firm hereunder.

"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 Plans" mean all insured and self-insured employee 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 involving financial impropriety or a felony 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 disclosure of material trade secrets or other material confidential information related to the business of Employer or any of its Affiliates, which disclosure actually results in substantive harm to such business or puts such business at an actual competitive disadvantage;

(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 death; or

(viii) 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 (vi) or item (viii) 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) or (viii) above.

"Change in Control" shall mean a change in control of Parent of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not Parent is then subject to such reporting requirement; provided, however, that, anything in this Agreement to the contrary notwithstanding, 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) ten (10) days following the "Shares Acquisition Date" if any Person has in fact become and then remains an "Acquiring Person" under the Rights Plan;

(iii) if the Parent Board should resolve to redeem the "Rights" under the Rights Plan in response to a proposal by any Person to acquire, directly or indirectly, securities of Parent representing Fifteen percent (15%) or more of the combined voting power of Parent's then outstanding securities entitled to vote in the election of directors of Parent;

(iv) 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), (iii), (v), (vi), (vii), (viii) or (ix) of this definition;

(v) 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;

(vi) all or substantially all of the assets of Parent are sold, liquidated or distributed, except to an Affiliate of Parent;

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

(viii) 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 temporally 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 Employer representing Fifty percent (50%) or more of the combined voting power of Employer's then outstanding securities entitled to vote in the election of directors of Employer; or

(ix) there is a "change of control" or a "change in the effective control" of Parent within the meaning of Section 280G of the Code and the Regulations.

"Change in Control Date" shall mean the earliest of:

(i) the date on which a Change of Control occurs;

(ii) the date on which Parent executes an agreement or its stockholders adopt a resolution, the consummation of which would result in the occurrence of a Change of Control;

(iii) the date the Parent Board approves a transaction or series of transactions, the consummation of which would result in a Change in Control; and

(iv) the date Parent or Employer fails to satisfy the obligation to have this Agreement expressly assumed by their respective successors in accordance with Section 8(a) of the Agreement;

provided that if your employment with Employer terminates prior to any of the dates specified in items (i) through (iv) of this definition and it is reasonably demonstrated that your termination of employment (a) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (b) otherwise arose in connection with or in anticipation of a Change in Control, then "Change in Control Date" shall mean the date immediately prior to your Date of Termination.

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

"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, ten (10) days after the date your Notice of Termination is received by Employer; and

(v) if you resign and decline 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.

"Defined Benefit Plans" shall mean, collectively, the Tiffany and Company Pension Plan and the 1994 Tiffany and Company Supplemental Retirement Income Plan.

"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;

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

(iii) a pro rata portion of your target bonus or incentive award for 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 during the Term as a result of any of the following:

(i) A meaningful and detrimental alteration in your position, your titles, 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 reduction by Employer in your annual base salary as in effect immediately prior to the Change in Control Date or as the same may be increased from time to time thereafter; a failure by the Employer to increase your salary at a rate commensurate with that of other key executives of Employer; or a reduction in your target bonus or incentive award (expressed as a percentage of base salary) below the target in effect for you prior to the Change in Control Date;

(iii) The failure by Employer to pay you a bonus or incentive award commensurate with the bonus paid other key executives of Employer (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;

(iv) 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);

(v) the failure by Employer or Parent to continue in effect any compensation plan in which you participated prior to the Change in Control Date or made available to you after the Change in Control Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan in connection with the Change in Control, or the failure by Employer or Parent to continue your participation therein on at least as favorable a basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed on the Change in Control Date;

(vi) the failure by Employer or Parent to continue to provide you with benefits at least as favorable in the aggregate to those enjoyed by you under the Defined Benefit Plans, the Benefit Plan or Employer's or Parent's savings, life insurance, disability and fringe benefit plans and programs in which you were participating or had a right to participate immediately prior to the Change in Control Date; or the failure by the Company to provide you with the number of paid vacation days to which you were entitled on the basis of years of service with Employer in accordance with Employer's normal vacation policy in effect immediately prior to the Change in Control Date;

(vii) 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;

(viii) any termination of your employment with Employer which is not effected pursuant to the terms of this Agreement; or

(ix) a material breach by Employer or Parent of the provisions of this Agreement.

"Gross-Up Payment" means a payment to you by the Employer such that after payment by you of all Taxes (including any Excise Tax and any state or federal income taxes) imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments which have triggered your right to a Gross-Up Payment and (y) the product of any deductions disallowed you because of the inclusion of the Gross-Up Payment in your adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made.

"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.`-+*

"Measurement Period" means the period of years after your Date of Termination specified in Section 3.

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

"Payment" means (i) any amount due or paid to you under this Agreement,
(ii) any amount that is due or paid to you under any plan, program or arrangement of Parent or Employer (including, without limitation the Parent's stock option plans) and (iii) any amount or benefit that is due or payable to you under this Agreement or under any plan, program or arrangement of Parent or Employer not otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under Section 280G of the Code and the Regulation in determining the amount of "parachute payments" received by you, including, without limitation, any amounts which must be taken into account under the Code and Regulations as a result of (A) the acceleration of the vesting of any option, restricted stock or other equity award granted under the Parent's employee stock option plans or otherwise, (B) the acceleration of the time at which any payment or benefit is receivable by you or (C) any contingent severance or other amounts that are payable to you.

"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 greater of (i) the target annual bonus applicable to you for the year in which your Involuntary Termination occurs and
(ii) the highest annual bonus paid to you in any of the three years ended prior to the Change in Control Date. For this purpose, the term "bonus" shall also refer to a cash Incentive Award under the 1998 Employee Incentive Plan.

"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.

"Rights Plan" shall mean the Amended and Restated Rights Agreement Dated as of September 22, 1998 by and between Parent and ChaseMellon Shareholder Services L.L.C., as Rights Agent, as such Agreement may be further amended from time to time.

"Substantial Change" means any substantial change in the terms or conditions of your employment following a Change of Control Date that is less favorable to you than those in effect previous to the Change of Control Date.

"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.

"Supplementary Pension Payment" means the lump sum actuarial equivalent (employing actuarial assumptions no less favorable to you than those in effect under the Defined Benefit Plans prior to the Change in Control Date) of the excess of the (i) aggregate benefits under the Defined Benefit Plans which you would receive if your employment with Employer continued for the Measurement Period over (ii) your vested accrued benefits payable under the Defined Benefit Plans as of your Date of Termination. The following assumptions shall be used to calculate such actuarial equivalent, that: (x) your accrued benefits under the Defined Benefit Plans were fully vested, (y) in each of the years during the Measurement Period your salary and bonus were equivalent to your Reference Salary and Reference Bonus and (z) that you will begin to receive benefits under Defined Benefit Plans at age 65, as calculated by the Accounting Firm with the assistance of the actuaries for the Tiffany and Company Pension Plan.

"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 - Procedures Relating to Gross Up Payment

(A) Assumptions to be Used in Calculating the Gross-Up Payment. In determining the amount of the Gross-Up Payment, you shall be deemed to:

(1) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made;

(2) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of state and local taxes; and

(3) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because of the inclusion of the Gross-Up Payment in your gross income.

(B) Calculation and Payment of Gross-Up Payment. Subject to the provisions set out below, all determinations required under this Appendix, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon you and the Employer. The Accounting Firm shall be instructed by the Employer to provide detailed supporting calculations both to you and the Employer within fifteen days of the Change of Control Date, your Date of Termination or any other date reasonably requested by you or the Employer on which a determination under this Appendix is necessary or advisable. The Employer shall pay to you the initial amount of the Gross-Up Payment within five days of the receipt by you and the Employer of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by you, the Employer shall cause the Accounting Firm to provide you with an opinion that the Accounting Firm has substantial authority under the Code and Regulations that you are not required to report an Excise Tax on your federal income tax return. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by you with respect to any Payment (hereinafter an "Underpayment"), the Employer, after exhausting its remedies under (C) below, shall promptly pay to you an additional Gross-Up Payment in respect of the Underpayment.

(C) Procedures Regarding Claims In Respect of Underpayments. If a claim is made upon you by the Internal Revenue Service, that would, if successful, require the Employer to make a Gross-Up Payment to you, you must notify the Employer as soon as practicable after you know of the claim. Such notice must state the nature of the claim and the date that payment is demanded. As a condition to your right to a Gross-Up Payment in respect of such claim, you shall not pay such claim until the expiration of a thirty (30) day period following the date on which you notify the Employer of such claim, or such shorter period ending on the date the Taxes in respect to such claim are due (the "Notice Period"). If the Employer notifies you in writing prior to the expiration of the Notice Period that it desires to contest the claim, you shall:

(1) give the Employer any information reasonably requested by the Employer relating to the claim;

(2) take such action in connection with the claim as the Employer may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Employer and reasonably acceptable to you;

(3) cooperate with the Employer in good faith in contesting the claim; and

(4) permit the Employer to participate in any proceedings relating to the claim.

You shall permit the Employer to control all proceedings related to the claim and, at its option, permit the Employer to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim.

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If requested to do so by the Employer, you agree either to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Employer shall determine; provided, however, that, if the Employer directs you pay such claim and pursue a refund, the Employer shall advance the amount of such payment to you on an after-tax and interest-free basis (an "Advance").

The Employer's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Employer does not notify you in writing prior to the end of the Notice Period of its desire to contest the claim, the Employer shall pay to you an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

(D) Repayment of Advance. If, after receipt by you of an Advance, you become entitled to a refund with respect to the claim to which such Advance relates, you shall pay the Employer the amount of the refund (together with any interest paid or credited thereon after Taxes applicable thereto). If, after receipt by you of any Advance, a third-party determination is made that you are not entitled to any refund with respect to the claim and the Employer does not promptly notify you of its intent to contest the denial of refund, then the amount thereof shall offset the amount of the additional Gross-Up Payment then owing to you with respect to such claim.

(E) Indemnity and Costs Relating to Gross-Up Payments. The Employer shall indemnify you and hold you harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred by you with respect to the exercise by the Employer of any of its rights under this Appendix II, including, without limitation, any Losses related to the Employer's decision to contest a claim or any imputed income to you resulting from any Advance or action taken on your behalf by the Employer hereunder. The Employer shall pay all legal fees and expenses incurred by you under this Appendix II, and shall promptly reimburse you for the reasonable expenses incurred by you in connection with any actions taken by the Employer or required to be taken by you hereunder. The Employer shall also pay all of the fees and expenses of the Accounting firm, including, without limitation, the fees and expenses related to the determination referred to in (B) above.

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Appendix III - 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.