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                                                                 Exhibit 4.3
                                                                 Tiffany & Co.
                                                             Report on Form 10-K


                              AMENDED AND RESTATED
                                  TIFFANY & CO.
                          1998 EMPLOYEE INCENTIVE PLAN

                                    SECTION 1
                                     GENERAL

      1.1   Purpose. The Tiffany & Co. Employee Incentive Plan (the "Plan") has
been established by Tiffany & Co., a Delaware corporation, (the "Company") to
(i) attract and retain employees; (ii) motivate Participants to achieve the
Company's operating and strategic goals by means of appropriate incentives;
(iii) provide incentive compensation opportunities that are competitive with
those of other companies competing with the Company and its Related Companies
for employees; and (iv) further link Participants' interests with those of the
Company's other stockholders through compensation that is based on the Company's
Common Stock, thereby promoting the long-term financial interests of the Company
and its Related Companies, including the growth in value of the Company's
stockholders' equity and the enhancement of long-term returns to the Company's
stockholders.

      1.2   Participation. Subject to the terms and conditions of the Plan, the
Committee shall, from time to time, determine and designate from among Eligible
Individuals those persons who will be granted one or more Awards under the Plan.
Eligible Individuals who are granted Awards become "Participants" in the Plan.
In the discretion of the Committee, a Participant may be granted any Award
permitted under the provisions of the Plan, and more than one Award may be
granted to a Participant. Awards need not be identical but shall be subject to
the terms and conditions specified in the Plan. Subject to the last two
sentences of subsection 2.2 of the Plan, Awards may be granted as alternatives
to or in replacement for awards outstanding under the Plan, or any other plan or
arrangement of the Company or a Related Company (including a plan or arrangement
of a business or entity, all or a portion of which is acquired by the Company or
a Related Company).

      1.3   Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and
administration). Initially capitalized terms used in the Plan shall be defined
as set forth in the Plan (including in the definitional provisions of Section 7
of the Plan).

                                    SECTION 2
                                OPTIONS AND SARS

      2.1   Definitions.



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      (a)   The grant of an "Option" entitles the Participant to purchase
            Shares at an Exercise Price established by the Committee.
            Options granted under this Section 2 may be either Incentive
            Stock Options or Non-Qualified Stock Options, as determined in
            the discretion of the Committee.  An "Incentive Stock Option" is
            an Option that is intended to satisfy the requirements applicable
            to an "incentive stock option" described in section 422(b) of the
            Code.  A "Non-Qualified Option" is an Option that is not intended
            to be an "incentive stock option" as that term is described in
            section 422(b) of the Code.

      (b)   The grant of a stock appreciation right (an "SAR") entitles the
            Participant to receive, in cash or Shares, value equal to all or a
            portion of the excess of: (a) Fair Market Value of a specified
            number of Shares at the time of exercise, over (b) an Exercise Price
            established by the Committee.

      2.2   Exercise Price. The per-Share "Exercise Price" of each Option and
SAR granted under this Section 2 shall be established by the Committee or shall
be determined by a formula established by the Committee at the time the Option
or SAR is granted; except that the Exercise Price shall not be less than 100% of
the Fair Market Value of a Share as of the Pricing Date. For purposes of the
preceding sentence, the "Pricing Date" shall be the date on which the Option or
SAR is granted unless the Option or SAR is granted on a date on which the
principal exchange on which the Shares are then listed or admitted to trading is
closed for trading, in which case the "Pricing Date" shall be the most recent
date on which such exchange was open for trading prior to such grant date;
except that the Committee may provide that: (i) the Pricing Date is the date on
which the recipient is hired or promoted (or similar event), if the grant of the
Option or SAR occurs not more than 90 days after the date of such hiring,
promotion or other event; and (ii) if an Option or SAR is granted in tandem
with, or in substitution for, an outstanding Award, the Pricing Date is the date
of grant of such outstanding Award. Except as provided in subsection 4.2(c), the
Exercise Price of any Option or SAR may not be decreased after the grant of the
Award. Neither an Option nor an SAR may be surrendered as consideration in
exchange for a new Award with a lower Exercise Price.

      2.3   Exercise. Options and SARs shall be exercisable in accordance with
such terms and conditions and during such periods as may be established by the
Committee provided that no Option or SAR shall be exercisable after, and each
Option and SAR shall become void no later than, the tenth (10th) anniversary
date of the date of grant of such Option or SAR.

      2.4   Payment of Option Exercise Price. The payment of the Exercise Price
of an Option granted under this Section 2 shall be subject to the following:

      (a)   The Exercise Price may be paid by ordinary check or such other form
            of tender as the Committee may specify.


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      (b)   If permitted by the Committee, the Exercise Price for Shares
            purchased upon the exercise of an Option may be paid in part or in
            full by tendering Shares (by either actual delivery of Shares or by
            attestation, with such Shares valued at Fair Market Value as of the
            date of exercise). The Committee may refuse to accept payment in
            Shares if such payment would result in an accounting charge to the
            Company.

      (c)   The Committee may permit a Participant to elect to pay the Exercise
            Price upon the exercise of an Option by irrevocably authorizing a
            third party to sell Shares acquired upon exercise of the Option (or
            a sufficient portion of such Shares) and remit to the Company a
            sufficient portion of the sale proceeds to pay the entire Exercise
            Price and any tax withholding resulting from such exercise.


                                    SECTION 3
                               OTHER STOCK AWARDS

      3.1   Definition. A "Stock Award" is a grant of Shares or of a right to
receive Shares (or their cash equivalent or a combination of both).

      3.2   Restrictions on Stock Awards. Each Stock Award shall be subject to
such conditions, restrictions and contingencies as the Committee shall
determine. These may include continuous service and/or the achievement of
Performance Goals.

                                    SECTION 4
                          OPERATION AND ADMINISTRATION

      4.1   Effective Date and Duration. Subject to approval of the stockholders
of the Company at the Company's 1998 annual meeting, the Plan shall be effective
as of May 1, 1998 (the "Effective Date") and shall remain in effect as long as
any Awards under the Plan are outstanding; provided, however, that, no Award may
be granted or otherwise made under the Plan on a date that is more than ten (10)
years from the date the Plan is adopted or, if earlier, the date the Plan is
approved by the Company's stockholders.

      4.2   Shares Subject to Plan.

      (a)   (i) Subject to the following provisions of this subsection 4.2, the
            maximum number of Shares that may be delivered to Participants and
            their beneficiaries under the Plan shall be equal to the sum of: (I)
            Eight Million (8,000,000) Shares; (II) any Shares available for
            future awards under the Company's 1986 Stock Option Plan, as amended
            (the "1986 Plan") as of May 1, 1998; (III) any Shares that are
            represented by awards granted under the 1986 Plan which are
            forfeited, expire or are canceled without delivery of Shares or
            which result in the forfeiture of Shares back to the Company; and
            (IV) up to One Million (1,000,000) Shares, to the


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            extent authorized by the Board, which are reacquired in the open
            market or in a private transaction after the Effective Date,
            provided, however that the aggregate number of shares available
            under categories (II), (III), and (IV), shall not exceed Three
            Million (3,000,000) Shares.

            (ii) Any Shares granted under the Plan that are forfeited because of
            the failure to meet an Award contingency or condition shall again be
            available for delivery pursuant to new Awards granted under the
            Plan. To the extent any Shares covered by an Award are not delivered
            to a Participant or a Participant's beneficiary because the Award is
            forfeited or canceled, or the Shares are not delivered because the
            Award is settled in cash, such Shares shall not be deemed to have
            been delivered for purposes of determining the maximum number of
            Shares available for delivery under the Plan.

            (iii) If the Exercise Price of any Option granted under the Plan or
            the 1986 Plan is satisfied by tendering Shares to the Company (by
            either actual delivery or attestation) or by the Company withholding
            shares, only the number of Shares issued net of the Shares tendered
            or withheld shall be deemed delivered for purposes of determining
            the maximum number of Shares available for delivery under the Plan.

            (iv) Shares delivered under the Plan in settlement, assumption or
            substitution of outstanding awards (or obligations to grant future
            awards) under the plans or arrangements of another entity shall not
            reduce the maximum number of Shares available for delivery under the
            Plan, to extent that such settlement, assumption or substitution
            occurs as a result of the Company or a Related Company acquiring
            another entity (or an interest in another entity).

      (b)   Subject to adjustment under paragraph 4.2(c), the following
            additional maximum limitations are imposed under the Plan:

            (i) The aggregate maximum number of Shares that may be issued under
            Options intended to be Incentive Stock Options shall be One Million
            (1,000,000) shares.

            (ii) The aggregate maximum number of Shares that may be issued in
            conjunction with Awards granted pursuant to Section 3 (relating to
            Stock Awards) and Section 8 (relating to Other Incentive Awards to
            the extent such Awards are settled with Shares) shall be One Million
            (1,000,000) shares.

            (iii) Unless the Committee determines that an Award to a Named
            Executive Officer shall not be designed to comply with the
            Performance-Based Exception, the following limitations shall apply:


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                  (A) In any fiscal year of the Company, the aggregate number of
                  Shares that may be granted to any Participant pursuant to any
                  and all Awards (including Options, SARs and Stock Awards)
                  shall not exceed Four Hundred Thousand (400,000); and

                  (B) In any fiscal year of the Company, the maximum aggregate
                  cash payout with respect to Other Incentive Awards granted in
                  any fiscal year of the Company pursuant to Section 8 of the
                  Plan which may be made to any Named Executive Officer shall be
                  Two Million Dollars ($2,000,000).

      (c)   If the outstanding Shares are increased or decreased, or are changed
            into or exchanged for cash, property or a different number or kind
            of shares or securities, or if cash, property, Shares or other
            securities are distributed in respect of such outstanding Shares, in
            either case as a result of one or more mergers, reorganizations,
            reclassifications, recapitalizations, stock splits, reverse stock
            splits, stock dividends, dividends (other than regular, quarterly
            dividends), or other distributions, spin-offs or the like, or if
            substantially all of the property and assets of the Company are
            sold, then, unless the terms of the transaction shall provide
            otherwise, appropriate adjustments shall be made in the number
            and/or type of Shares or securities for which Awards may thereafter
            be granted under the Plan and for which Awards then outstanding
            under the Plan may thereafter be exercised. Any such adjustments in
            outstanding Awards shall be made without changing the aggregate
            Exercise Price applicable to the unexercised portions of outstanding
            Options or SARs. The Committee shall make such adjustments to
            preserve the benefits or potential benefits of the Plan and the
            Awards; such adjustments may include, but shall not be limited to,
            adjustment of: (i) the number and kind of shares which may be
            delivered under the Plan; (ii) the number and kind of shares subject
            to outstanding Awards; (iii) the Exercise Price of outstanding
            Options and SARs; (iv) the limits specified in subsections 4.2(a)(i)
            and 4.2(b) above: and (v) any other adjustments that the Committee
            determines to be equitable. No right to purchase or receive
            fractional shares shall result from any adjustment in Options, SARs
            or Stock Awards pursuant to this paragraph 4.2(c). In case of any
            such adjustment, Shares subject to the Option, SAR or Stock Award
            shall be rounded up to the nearest whole Share.

      4.3   Limit on Distribution. Distribution of Shares or other amounts under
the Plan shall be subject to the following:

      (a)   Notwithstanding any other provision of the Plan, the Company
            shall have no obligation to deliver any Shares under the Plan or
            make any other distribution of benefits under the Plan unless
            such delivery or distribution would comply with all applicable
            laws (including, without limitation, the


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            requirements of the Securities Act of 1933) and the applicable
            requirements of any securities exchange or similar entity, and the
            Committee may impose such restrictions on any Shares acquired
            pursuant to the Plan as the Committee may deem advisable, including,
            without limitation, restrictions under applicable federal securities
            laws, under the requirements of any Stock exchange or market upon
            which such Shares are then listed and/or traded, and under any blue
            sky or state securities laws applicable to such Shares. In the event
            that the Committee determines in its discretion that the
            registration, listing or qualification of the Shares issuable under
            the Plan on any securities exchange or under any applicable law or
            governmental regulation is necessary as a condition to the issuance
            of such Shares under an Option or Stock Award, such Option or Stock
            Award shall not be exercisable or exercised in whole or in part
            unless such registration, listing and qualification, and any
            necessary consents or approvals have been unconditionally obtained.

      (b)   Distribution of Shares under the Plan may be effected on a
            non-certificated basis, to the extent not prohibited by applicable
            law or the applicable rule of any stock exchange.

      4.4   Tax Withholding. Before distribution of Shares under the Plan, the
Company may require the recipient to remit to the Company an amount sufficient
to satisfy any federal, state or local tax withholding requirements or, in the
discretion of the Committee, the Company may withhold from the Shares to be
delivered and/or otherwise issued Shares sufficient to satisfy all or a portion
of such tax withholding requirements. Whenever under the Plan payments are to be
made in cash, such payments may be net of an amount sufficient to satisfy any
federal, state or local tax withholding requirements. Neither the Company nor
any Related Company shall be liable to a Participant or any other person as to
any tax consequence expected, but not realized, by any Participant or other
person due to the receipt or exercise of any Award hereunder.

      4.5   Payment for Shares. Subject to the limitations of subsection 4.2 on
the number of Shares that may be delivered under the Plan, the Committee may use
available Shares as the form of payment for compensation, grants or rights
earned or due under any other compensation plans or arrangements of the Company
or a Related Company, including the plans and arrangements of the Company or a
Related Company acquiring another entity (or an interest in another entity). The
Committee may provide in the Award Agreement that the Shares to be issued upon
exercise of an Option or an SAR or receipt of a Stock Award shall be subject to
such further conditions, restrictions or agreements as the Committee in its
discretion may specify, including without limitation, conditions on vesting or
transferability, and forfeiture and repurchase provisions.

      4.6   Dividends and Dividend Equivalents. An Award may provide the
Participant with the right to receive dividends or dividend equivalent payments
with respect to Shares which may be either paid currently or credited to an
account for the Participant, and which may be settled in cash or Shares as
determined by the Committee.


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Any such settlements, and any such crediting of dividends or dividend
equivalents or reinvestment in Shares may be subject to such conditions,
restrictions and contingencies as the Committee shall establish, including
reinvestment of such credited amounts in Share equivalents.

      4.7   Settlements; Deferred Delivery. Awards may be settled through cash
payments, the delivery of Shares, the granting of replacement Awards, or
combinations thereof, all subject to such conditions, restrictions and
contingencies as the Committee shall determine. The Committee may establish
provisions for the deferred delivery of Shares upon the exercise of an Option or
SAR or receipt of a Stock Award with the deferral evidenced by use of "Stock
Units" equal in number to the number of Shares whose delivery is so deferred. A
"Stock Unit" is a bookkeeping entry representing an amount equivalent to the
Fair Market Value of one Share. Stock Units represent an unfunded and unsecured
obligation of the Company except as otherwise provided by the Committee.
Settlement of Stock Units upon expiration of the deferral period shall be made
in Shares or otherwise as determined by the Committee. The amount of Shares, or
other settlement medium, to be so distributed may be increased by an interest
factor or by dividend equivalents. Until a Stock Unit is settled, the number of
Shares represented by a Stock Unit shall be subject to adjustment pursuant to
paragraph 4.2(c). Unless otherwise specified by the Committee, any deferred
delivery of Shares pursuant to an Award shall be settled by the delivery of
Shares no later than the 60th day following the date the person to whom such
deferred delivery must be made ceases to be an employee of the Company or a
Related Company.

      4.8   Transferability. Unless otherwise provided by the Committee, any
Option and SAR granted under the Plan, and, until vested, any Stock Award or
other Shares-based Award granted under the Plan, shall by its terms be
nontransferable by the Participant otherwise than by will, the laws of descent
and distribution or pursuant to a "domestic relations order", as defined in the
Code or Title I of the Employee Retirement Income Security Act or the rules
thereunder, and shall be exercisable by, or become vested in, during the
Participant's lifetime, only the Participant.

      4.9   Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the secretary of the Company
at such times, in such form, and subject to such restrictions and limitations,
not inconsistent with the terms of the Plan, as the Committee shall require.

      4.10  Award Agreements with Company; Vesting and Acceleration of Vesting
of Awards. At the time of an Award to a participant under the Plan, the
Committee may require a Participant to enter into an agreement with the Company
(an "Award Agreement") in a form specified by the Committee, agreeing to the
terms and conditions of the Plan and to such additional terms and conditions,
not inconsistent with the Plan, as the Committee may, in its sole discretion,
prescribe, including, but not limited to, conditions to the vesting or
exercisability of an Award, such as continued service to the


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Company or a Related Company for a specified period of time. The Committee may
waive such conditions to and/or accelerate exerciability or vesting of an
Option, SAR or Stock Award, either automatically upon the occurrence of
specified events (including in connection with a change of control of the
Company) or otherwise in its discretion.

      4.11  Limitation of Implied Rights.

      (a)   Neither a Participant nor any other person shall, by reason of
            the Plan or any Award Agreement, acquire any right in or title to
            any assets, funds or property of the Company or any Related
            Company whatsoever, including, without limitation, any specific
            funds, assets, or other property which the Company or any Related
            Company, in their sole discretion, may set aside in anticipation
            of a liability under the Plan.  A Participant shall have only a
            contractual right to the Shares or amounts, if any, payable under
            the Plan, unsecured by the assets of the Company or of any
            Related Company.  Nothing contained in the Plan or any Award
            Agreement shall constitute a guarantee that the assets of such
            companies shall be sufficient to pay any benefits to any person.

      (b)   Neither the Plan nor any Award Agreement shall constitute a
            contract of employment, and selection as a Participant will not
            give any employee the right to be retained in the employ of the
            Company or any Related Company, nor any right or claim to any
            benefit under the Plan, unless such right or claim has
            specifically accrued under the terms of the Plan or an Award.
            Except as otherwise provided in the Plan, no Award under the Plan
            shall confer upon the holder thereof any right as a stockholder
            of the Company  prior to the date on which the individual
            fulfills all conditions for receipt of such rights.

      4.12  Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which an officer of the
Company acting on it considers pertinent and reliable, and signed, made or
presented by the proper party or parties.

      4.13  Action by Company or Related Company. Any action required or
permitted to be taken by the Company or any Related Company shall be by
resolution of its board of directors, or by action of one or more members of
such board (including a committee of such board) who are duly authorized to act
for such board, or (except to the extent prohibited by applicable law or
applicable rules of any Stock exchange) by a duly authorized officer of the
Company or such Related Company.

      4.14  Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.


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      4.15  Liability for Cash Payments. Each Related Company shall be liable
for payment of cash due under the Plan with respect to any Participant to the
extent that such benefits are attributable to the services rendered for that
Related Company by such Participant. Any disputes relating to liability of a
Related Company for cash payments shall be resolved by the Committee.

      4.16  Non-exclusivity of the Plan. Neither the adoption of the Plan by the
Board of Directors of the Company nor the submission of the Plan to the
stockholders of the Company for approval shall be construed as creating any
limitations on the power of such Board of Directors or a committee of such Board
to adopt such other incentive arrangements as it or they may deem desirable,
including without limitation, the granting of restricted stock, stock options or
cash bonuses otherwise than under the Plan, and such arrangements may be
generally applicable or applicable only in specific cases.

                                     SECTION 5
                                     COMMITTEE

      5.1   Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with this Section 5.

      5.2   Selection of Committee. The Committee shall be selected by the Board
and shall consist of two or more members of the Board.

      5.3   Powers of Committee. The authority to manage and control the
operation and administration of the Plan shall be vested in the Committee,
subject to the following:

      (a)   Subject to the provisions of the Plan, the Committee will have
            the authority and discretion to select from amongst Eligible
            Individuals those persons who shall receive Awards, to determine
            who is an Eligible Individual, to determine the time or time of
            receipt, to determine the types of Awards and the number of
            Shares covered by the Awards, to establish the terms, conditions,
            Performance Goals, restrictions, and other provisions of such
            Awards and Award Agreements, and (subject to the restrictions
            imposed by Section 6) to cancel, amend or suspend Awards.  In
            making such Award determinations, the Committee may  take into
            account the nature of services rendered by the Eligible
            Individual, the Eligible Individual's present and potential
            contribution to the Company's or a Related Company's success and
            such other factors as the Committee deems relevant.

      (b)   Subject to the provisions of the Plan, the Committee will have the
            authority and discretion to determine the extent to which Awards
            under the Plan will be structured to conform to the requirements of
            the Performance-Based Exception and to take such action, establish
            such procedures, and impose such restrictions at the time Awards are
            granted as




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            the Committee determines to be necessary or appropriate to conform
            to such requirements.

      (c)   The Committee will have the authority and discretion to establish
            terms and conditions of Awards as the Committee determines to be
            necessary or appropriate to conform to applicable requirements or
            practices of jurisdictions outside the United States.

      (d)   The Committee will have the authority and discretion to interpret
            the Plan, to establish, amend and rescind any rules and regulations
            relating to the Plan, to determine the terms and provisions of any
            Award Agreements, and to make all other determinations that may be
            necessary or advisable for the administration of the Plan.

      (e)   Any interpretation of the Plan by the Committee and any decision
            made by the Committee under the Plan is final and binding.

      (f)   In controlling and managing the operation and administration of the
            Plan, the Committee shall act by a majority of its then members, by
            meeting or by writing filed without a meeting. The Committee shall
            maintain adequate records concerning the Plan and concerning its
            proceedings and acts in such form and detail as the Committee may
            decide.

      5.4   Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a Stock exchange, the Committee may
allocate all or any portion of its powers and responsibilities to any one or
more of its members and may delegate all or part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.

      5.5   Information to be Furnished to Committee. The Company and Related
Companies shall furnish the Committee with such data and information as may be
requested by the Committee in order to discharge its duties. The records of the
Company and Related Companies as to an Eligible Individual's or a Participant's
employment, consulting services, termination of employment or services, leave of
absence, reemployment and compensation shall be conclusive on all persons unless
determined to be incorrect by the Committee. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee considers necessary or desirable to carry
out the terms of the Plan.


                                    SECTION 6
                            AMENDMENT AND TERMINATION

      6.1   Board's Right to Amend or Terminate. Subject to the limitations set
forth in this Section 6, the Board may, at any time, amend or terminate the
Plan.


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      6.2   Amendments Requiring Stockholder Approval. Other than as provided in
subsection 4.2 (c) (relating to certain adjustments to shares), the approval of
the Company's stockholders shall be required for any amendment which: (i)
materially increases the maximum number of Shares that may be delivered to
Participants under the Plan set forth in subsection 4.2(a); (ii) increases the
maximum limitations contained in Section 4.2(b); (iii) decreases the exercise
price of any Option or SAR below the minimum provided in subsection 2.2; (iv)
modifies or eliminates the provisions stated in the final two sentences of
subsection 2.2; or (v) increases the maximum term of any Option or SAR set forth
in Section 2.3. Whenever the approval of the Company's stockholders is required
pursuant to this subsection 6.2, such approval shall be sufficient if obtained
by a majority vote of those stockholders present or represented and actually
voting on the matter at a meeting of stockholders duly called, at which meeting
a majority of the outstanding shares actually vote on such matter.

                                    SECTION 7
                                  DEFINED TERMS

For the purposes of the Plan, the terms listed below shall be defined as
follows:

Award. The term "Award" shall mean, individually and collectively, any award or
benefit granted to any Participant under the Plan, including, without
limitation, the grant of Options, SARs, Stock Awards and Other Incentive Awards.

Award Agreement. The term "Award Agreement" is defined in subsection 4.10.

Board.  The term "Board" shall mean the Board of Directors of the Company.

Code. The term "Code" shall mean the Internal Revenue Code of 1986, as amended.
A reference to any provision of the Code shall include reference to any
successor provision of the Code or of any law that is enacted to replace the
Code.

Eligible Individual. The term "Eligible Individual" shall mean any employee of
the Company or a Related Company. For purposes of the Plan, the status of the
Chairman of the Board of Directors as an employee shall be determined by the
Committee.

Fair Market Value.  For purposes of determining the "Fair Market Value" of  a
Share, the following rules shall apply:

      (i) If the Shares are at the time listed or admitted to trading on any
      stock exchange, then the Fair Market Value shall be the mean between the
      lowest and the highest reported sales prices of the Shares on the date in
      question on the principal exchange on which the Shares are then listed or
      admitted to trading. If no reported sale of Shares take place on the date
      in question on the principal exchange, then the reported closing asked
      price of the Shares on such date on the principal exchange shall be
      determinative of Fair Market Value.



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      (ii) If the Shares are not at the time listed or admitted to trading on a
      stock exchange, the Fair Market Value shall be the mean between the lowest
      reported bid price and the highest reported asked price of the Shares on
      the date in question in the over-the-counter market, as such prices are
      reported in a publication of general circulation selected by the Committee
      and regularly reporting the market price of the Shares in such market.

      (iii) If the Shares are not listed or admitted to trading on any stock
      exchange or traded in the over-the-counter market, the Fair Market Value
      shall be as determined by the Committee, acting in good faith.

Named Executive Employee. The term "Named Executive Employee" means a
Participant who, as of the date of vesting and/or payout of an Award, as
applicable, is one of the group of covered employees, as defined in the
regulations promulgated under Code section 162(m), or any successor statute.

Participant. The term "Participant" means an Eligible Individual who has been
granted an Award under the Plan. For purposes of the administration of Awards,
the term Participant shall also include a former employee or any person
(including an estate) who is a beneficiary of a former employee and any person
(including any estate) to whom an Award has been assigned or transferred as
permitted by the Committee.

Performance-Based Exception. The term "Performance-Based Exception" means the
performance-based exception from the tax deductibility limitations of Code
section 162(m).

Performance Goals. The term "Performance Goals" means one or more objective
targets measured by the Performance Measure, the attainment of which may
determine the degree of payout and/or vesting with respect to Awards.

Performance Period. The term "Performance Period" means the time period during
which Performance Goals must be achieved with respect to an Award, as determined
by the Committee, but which period shall not be shorter than one of the
Company's fiscal years.

Performance Measure.  The term "Performance Measure" refers to the
performance measures discussed in Section 9 of the Plan.

Related Companies.  The term "Related Company" means

      (i) any corporation, partnership, joint venture or other entity during any
      period in which such corporation, partnership, joint venture or other
      entity owns, directly or indirectly, at least fifty percent (50%) of the
      voting power of all classes of voting shares of the Company (or any
      corporation, partnership, joint venture or other entity which is a
      successor to the Company);


                                                                         Page 12
<PAGE>
      (ii) any corporation, partnership, joint venture or other entity during
      any period in which the Company (or any corporation, partnership, joint
      venture or other entity which is a successor to the Company or any entity
      that is a Related Company by reason of clause (i) next above) owns,
      directly or indirectly, at least a fifty percent (50%) voting or profits
      interest; or

      (iii) any business venture in which the Company has a significant
      interest, as determined in the discretion of the Committee.

Shares. The term "Shares" shall mean shares of the Common Stock of the Company,
$.01 par value, as presently constituted, subject to adjustment as provided in
paragraph 4.2(c) above.

                                    SECTION 8
                             OTHER INCENTIVE AWARDS

      8.1   Grant of Other Incentive Awards. Subject to the terms and provisions
of the Plan, Other Incentive Awards may be granted Eligible Individuals, in such
amount, upon such terms, and at any time and from time to time as shall be
determined by the Committee.

      8.2   Other Incentive Award Agreement. Each Other Incentive Award shall be
evidenced by an Award Agreement that shall specify the amount of the Other
Incentive Award or the means by which it will be calculated, the terms and
conditions applicable to such Award, the applicable Performance Period and
Performance Goals, if any, and such other provisions as the Committee shall
determine, in all cases subject to the terms and provisions of the Plan.

      8.3   Nontransferability. Except as otherwise provided in the applicable
Award Agreement, Other Incentive Awards may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or the laws
of descent and distribution.

      8.4   Form and Timing of Payment of Other Incentive Awards. Payment of
Other Incentive Awards shall be made in cash and at such times as established by
the Committee subject to the terms of the Plan.

                                    SECTION 9
                           PERFORMANCE-BASED EXCEPTION

      9.1   Performance Measures. Unless and until the Board proposes for
stockholder vote and the stockholders of the Company approve a change thereto,
the Performance Measures used to determine the attainment of Performance Goals
with respect to Other Incentive Awards and Stock Awards to Named Executive
Employees which are designed to qualify for the Performance-Based Exception
shall be any one or more of the following, as reported in the Company's Annual
Report to Stockholders



                                                                         Page 13
<PAGE>
which is included in the Company's Annual Report on Form 10-K: the Company's
consolidated net earnings and the Company's consolidated earnings per share on a
diluted basis. The Committee may appropriately adjust any evaluation of
performance under a Performance Goal to exclude any of the following events that
occurs during a Performance Period: (i) asset write-downs, (ii) litigation or
claim judgment or settlements, (iii) the effect of changes in tax law,
accounting principles or other such laws or provisions affecting reported
results, (iv) accruals for reorganization and restructuring programs, and (v)
extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management's discussion and analysis of financial
condition and results of operations appearing in said Annual Report for the
applicable year.

      9.2   Discretion to Adjust Awards/Performance Goals. The Committee may
retain the discretion to adjust the determination of the degree of attainment of
the pre-established Performance Goals for Awards; provided, however, that Awards
which are designed to qualify for the Performance-Based Exception, and which are
held by Named Executive Officers, may not be subjected to an adjustment which
would yield an increased payout, although the Committee may retain the
discretion to make an adjustment which would yield a decreased payout. In the
event that applicable tax and/or securities laws change to permit the Committee
discretion to alter the governing Performance Measure for Awards designed to
quality for the Performance-Based Exception and held by Named Executive Officers
without obtaining stockholder approval of such change, the Committee shall have
sole discretion to make such change without obtaining stockholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards which will not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).

                                     SECTION 10
                                     SUCCESSORS

      All obligations of the Company under the Plan with respect to Awards shall
be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation
or otherwise, of all or substantially all of the business and/or assets of the
Company.



                                                                         Page 14
<PAGE>


                                                                    TRANSFERABLE
                                                                       OPTION
                                                                        Terms
                                                                       REV.III

                                  TIFFANY & CO.
                             A Delaware Corporation
                                 (the "Company")
                           TERMS OF STOCK OPTION AWARD
                      (Transferable Non-Qualified Option)
                                    under the
                          1998 EMPLOYEE INCENTIVE PLAN
                                  (the "Plan")
   Terms Adopted May 21, 1998, Revised January 21, 1999 and November 15, 2001

1. Introduction and Terms of Option. Participant has been granted a
Non-Qualified Stock Option Award (the "Option") to purchase shares of the
Company's Common Stock under the Plan by the Stock Option Subcommittee of the
Company's Board of Directors (the "Committee"). The name of the "Participant",
the "Grant Date", the number of "Covered Shares" and the "Exercise Price" per
Share are stated in the attached "Notice of Grant". The other terms and
conditions of the Option are stated in this document and in the Plan. Certain
initially capitalized words and phrases used in this document are defined in
paragraph 10 below and elsewhere in this document.

2. Award and Exercise Price; Option Not An Incentive Stock Option. Subject to
the terms and conditions stated in this document, the Option gives Participant
the right to purchase the Covered Shares from the Company at the Exercise Price.
THE OPTION IS NOT INTENDED TO CONSTITUTE AN "INCENTIVE STOCK OPTION" AS THAT
TERM IS USED IN THE CODE.

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

<TABLE>
<CAPTION>

                                                         THE OPTION SHALL MATURE WITH THE RESPECT TO THE FOLLOWING PERCENTAGE
AS OF THE FOLLOWING ANNIVERSARY OF THE GRANT DATE:       ("INSTALLMENT") OF THE COVERED SHARES:
--------------------------------------------------       --------------------------------------------------------------------
<S>                                                      <C>
One-year anniversary                                     25%
Two-year anniversary                                     25%
Three-year anniversary                                   25%
Four-year anniversary                                    25%
</TABLE>

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

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

5. Effect of Change in Control. All installments of the Option shall mature upon
the date of a Change of Control unless the Participant's Date of Termination
occurs before the date of the Change of Control. The Committee reserves the
right to unilaterally amend the definition of a "Change of Control" so as to
specify additional circumstances which shall be deemed to constitute a Change of
Control.

<PAGE>

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

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

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

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

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

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

a.    a bank-certified check payable to the 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 being exercised plus any tax
      withholding resulting from such exercise 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 owner of the Option, Shares (or a sufficient portion of the Shares)
      acquired upon exercise of the Option, together with an undertaking by the
      Approved Broker to remit to the Company a sufficient portion of the sale
      proceeds to pay the Exercise Price for the Shares exercised plus any tax
      withholding resulting from such exercise as computed by Tiffany and
      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 Committee may approve other methods of exercise, as provided
for in the Plan, before the Option is exercised.

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

9. Transferability. The Option is not transferable otherwise than by will or the
laws of descent and distribution or pursuant to a "domestic relations order", as
defined in the Code or Title I of the Employee Retirement Income Security Act or
the rules thereunder, and shall not be otherwise transferred, assigned, pledged,
hypothecated or otherwise disposed of in any way, whether by operation of law or
otherwise, nor shall it be subject to execution, attachment or similar process.
Notwithstanding the foregoing, the Option may be transferred by the Participant
to (i) the spouse, children or grandchildren of the Participant (each an
"Immediate Family Member"), (ii) a trust or trusts for the exclusive benefit of
any or all Immediate Family Members, or (iii) a partnership in which any or all
Immediate Family Members are the only partners, provided that (x) there may be
no consideration paid or otherwise given for any such transfer, and (y)


                                                                          Page 2
<PAGE>

subsequent transfer of the Option is prohibited otherwise than by will, the laws
of descent and distribution or pursuant to a domestic relations order. Following
transfer, the Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer. The provisions of
paragraph 4 above shall continue to be applied with respect to the original
Participant following transfer and the Option shall be exercisable by the
transferee only to the extent, and for the periods specified, herein. Upon any
attempt to transfer the Option otherwise than as permitted herein or to assign,
pledge, hypothecate or otherwise dispose of the Option otherwise than as
permitted herein, or upon the levy of any execution, attachment or similar
process upon the Option, the Option shall immediately terminate and become null
and void.

10.   Definitions. For the purposes of the Option, the words and phrases listed
      below shall be defined as follows:

a.    Approved Broker. Means one or more securities brokerage firms designated
      by the Secretary of the Company from time to time.

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

      (i)   any person (as used herein, the word "person" shall mean an
            individual or an entity) or group of persons acting in concert has
            acquired thirty-five percent (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,

      (ii)  individuals who constituted the Board of Directors of the Company on
            May 1, 1998 (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 May 1, 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 the proxy statement of the Company in which
            such individual is named as a nominee for director) shall be, for
            the purposes of this paragraph 10(a), considered as though such
            individual were a member of the Incumbent Board; or

      (iii) 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.

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

c.    Code. The Internal Revenue Code of 1986, as amended.

d.    Date of Termination. The Participant's "Date of Termination" shall be the
      first day occurring on or after the Grant Date on which Participant's
      employment with the Company and all Related Companies terminates for any
      reason; provided that a termination of employment shall not be deemed to
      occur by reason of a transfer of the Participant between the Company and a
      Related Company or between two Related Companies; and further provided
      that the Participant's employment shall not be considered terminated while
      the Participant is on a leave of absence from


                                                                          Page 3


<PAGE>

      the Company or a Related Company approved by the Participant's employer or
      required by applicable law. If, as a result of a sale or other
      transaction, the Participant's employer ceases to be a Related Company
      (and the Participant's employer is or becomes an entity that is separate
      from the Company), the occurrence of such transaction shall be treated as
      the Participant's Date of Termination caused by the Participant being
      discharged by the employer.

e.    Disability. Except as otherwise provided by the Committee, the Participant
      shall be considered to have a "Disability" if he or she is unable to
      engage in any substantial gainful activity by reason of a medically
      determinable physical or mental impairment, which impairment, in the
      opinion of a physician selected by the Secretary of the Company, is
      expected to have a duration of not less than 120 days.

f.    Plan Definitions. Except where the context clearly implies or indicates
      the contrary, a word, term, or phrase used in the Plan shall have the same
      meaning in this document.

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

h.    Terminating Transaction. As used herein, the phrase "Terminating
      Transaction" shall mean any one of the following:

      (i)   the dissolution or liquidation of the Company;

      (ii)  a reorganization, merger or consolidation of the Company; or

      (iii) a reorganization, merger or consolidation of the Company with one or
            more corporations as a result of which the Company goes out of
            existence or becomes a subsidiary of another corporation, or upon
            the acquisition of substantially all of the property or more than
            eighty percent (80%) of the then outstanding stock of the Company by
            another corporation.

i.    Termination for Cause. "Termination for Cause" means termination of
      employment pursuant to the conduct-based provisions of the employer's
      policy on involuntary termination of employment by reason of a
      Participant's action or willful omission, including without limitation,
      the commission of a crime, fraud, willful misconduct or the unauthorized
      use or disclosure of confidential information which has resulted or is
      likely to result in damage to the Company or any of its subsidiaries.

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

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


                                                                          Page 4
<PAGE>

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

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

                                                                          Page 5
<PAGE>
                                                                        STANDARD
                                                                        OPTION
                                                                        Terms
                                                                        Rev. III

                                  TIFFANY & CO.
                             A Delaware Corporation
                                 (the "Company")
                           TERMS OF STOCK OPTION AWARD
                        (Standard Non-Qualified Option)
                                    under the
                          1998 EMPLOYEE INCENTIVE PLAN
                                  (the "Plan")
              Terms Adopted May 21, 1998, Revised January 21, 1999

1. Introduction and Terms of Option. Participant has been granted a
Non-Qualified Stock Option Award (the "Option") to purchase shares of the
Company's Common Stock under the Plan by the Stock Option Subcommittee of the
Company's Board of Directors (the "Committee"). The name of the "Participant",
the "Grant Date", the number of "Covered Shares" and the "Exercise Price" per
Share are stated in the attached "Notice of Grant". The other terms and
conditions of the Option are stated in this document and in the Plan. Certain
initially capitalized words and phrases used in this document are defined in
paragraph 10 below and elsewhere in this document.

2. Award and Exercise Price; Option Not An Incentive Stock Option. Subject to
the terms and conditions stated in this document, the Option gives Participant
the right to purchase the Covered Shares from the Company at the Exercise Price.
THE OPTION IS NOT INTENDED TO CONSTITUTE AN "INCENTIVE STOCK OPTION" AS THAT
TERM IS USED IN THE CODE.

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

<TABLE>
<CAPTION>
                                                 THE OPTION SHALL MATURE WITH THE
AS OF THE FOLLOWING                              RESPECT TO THE FOLLOWING PERCENTAGE
ANNIVERSARY OF THE GRANT DATE:                   ("INSTALLMENT") OF THE COVERED SHARES:
------------------------------                   --------------------------------------
<S>                                              <C>
One-year anniversary                                25%
Two-year anniversary                                25%
Three-year anniversary                              25%
Four-year anniversary                               25%
</TABLE>


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

4. Effect of Termination of Employment. An installment of the Option shall not
mature if the Participant's Date of Termination occurs before the anniversary of
the Grant Date on which such installment was scheduled to mature. Installments
of the Option which mature prior to Participant's Date of Termination will
remain exercisable, subject to expiration as provided in paragraph 6 below.

5. Effect of Change in Control. All installments of the Option shall mature upon
the date of a Change of Control unless the Participant's Date of Termination
occurs before the date of the Change of Control. The Committee reserves the
right to unilaterally amend the definition of
<PAGE>
"Change of Control" so as to specify additional circumstances which shall be
deemed to constitute a Change of Control.

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

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

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

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

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

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

a.    a bank-certified check payable to the 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 being exercised plus any tax
      withholding resulting from such exercise 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 owner of the Option, Shares (or a sufficient portion of the Shares)
      acquired upon exercise of the Option, together with an undertaking by the
      Approved Broker to remit to the Company a sufficient portion of the sale
      proceeds to pay the Exercise Price for the Shares exercised plus any tax
      withholding resulting from such exercise as computed by Tiffany and
      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 Committee may approve other methods of exercise, as provided
for in the Plan, before the Option is exercised.

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

9. Transferability. The Option is not transferable otherwise than by will or the
laws of descent and distribution or pursuant to a "domestic relations order", as
defined in the Code or Title I of the Employee Retirement Income Security Act or
the rules thereunder, and shall not be otherwise


                                                                          Page 2
<PAGE>
transferred, assigned, pledged, hypothecated or otherwise disposed of in any
way, whether by operation of law or otherwise, nor shall it be subject to
execution, attachment or similar process. Upon any attempt to transfer the
Option otherwise than as permitted herein or to assign, pledge, hypothecate or
otherwise dispose of the Option otherwise than as permitted herein, or upon the
levy of any execution, attachment or similar process upon the Option, the Option
shall immediately terminate and become null and void.

10. Definitions. For the purposes of the Option, the words and phrases listed
below shall be defined as follows:

      a.    Approved Broker. Means one or more securities brokerage firms
            designated by the Secretary of the Company from time to time.

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

            (i)   any person (as used herein, the word "person" shall mean an
                  individual or an entity) or group of persons acting in concert
                  has acquired thirty-five percent (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,

            (ii)  individuals who constituted the Board of Directors of the
                  Company on May 1, 1998 (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 May 1, 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
                  the proxy statement of the Company in which such individual is
                  named as a nominee for director) shall be, for the purposes of
                  this paragraph 10(a), considered as though such individual
                  were a member of the Incumbent Board; or

            (iii) 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.

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

      c.    Code. The Internal Revenue Code of 1986, as amended.

      d.    Date of Termination. The Participant's "Date of Termination" shall
            be the first day occurring on or after the Grant Date on which
            Participant's employment with the Company and all Related Companies
            terminates for any reason; provided that a termination of employment
            shall not be deemed to occur by reason of a transfer of the
            Participant between the Company and a Related Company or between two
            Related

                                                                          Page 3
<PAGE>
                  Companies; and further provided that the Participant's
                  employment shall not be considered terminated while the
                  Participant is on a leave of absence from the Company or a
                  Related Company approved by the Participant's employer or
                  required by applicable law. If, as a result of a sale or other
                  transaction, the Participant's employer ceases to be a Related
                  Company (and the Participant's employer is or becomes an
                  entity that is separate from the Company), the occurrence of
                  such transaction shall be treated as the Participant's Date of
                  Termination caused by the Participant being discharged by the
                  employer.

            e.    Disability. Except as otherwise provided by the Committee, the
                  Participant shall be considered to have a "Disability" if he
                  or she is unable to engage in any substantial gainful activity
                  by reason of a medically determinable physical or mental
                  impairment, which impairment, in the opinion of a physician
                  selected by the Secretary of the Company, is expected to have
                  a duration of not less than 120 days.

            f.    Plan Definitions. Except where the context clearly implies or
                  indicates the contrary, a word, term, or phrase used in the
                  Plan shall have the same meaning in this document.

            g.    Retirement. "Retirement" of the Participant shall mean the
                  occurrence of the Participant's Date of Termination after age
                  65 (other than a Termination for Cause) or the occurrence of
                  the Participant's Date of Termination after age 55 pursuant to
                  the retirement practices of the Participant's employer.

            h.    Terminating Transaction. As used herein, the phrase
                  "Terminating Transaction" shall mean any one of the following:

                  (i)   the dissolution or liquidation of the Company;

                  (ii)  a reorganization, merger or consolidation of the
                        Company; or

                  (iii) a reorganization, merger or consolidation of the Company
                        with one or more corporations as a result of which the
                        Company goes out of existence or becomes a subsidiary of
                        another corporation, or upon the acquisition of
                        substantially all of the property or more than eighty
                        percent (80%) of the then outstanding stock of the
                        Company by another corporation.

            i.    Termination for Cause. "Termination for Cause" means
                  termination of employment pursuant to the conduct-based
                  provisions of the employer's policy on involuntary termination
                  of employment by reason of a Participant's action or willful
                  omission, including without limitation, the commission of a
                  crime, fraud, willful misconduct or the unauthorized use or
                  disclosure of confidential information which has resulted or
                  is likely to result in damage to the Company or any of its
                  subsidiaries.

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

                                                                          Page 4
<PAGE>
full exercise of the Option, the Option may be exercised by Participant's estate
to the extent that it was exercisable on the Participant's Termination Date and
up until its Expiration Date.

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

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

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