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                                                                  Exhibit 10.106

                                                                   TIFFANY & CO.
                                                             REPORT ON FORM 10-K

                               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;

WHEREAS, effective January 1, 2003, Tiffany and Company and its parent
corporation further amended such plan to (i) eliminate Education Accounts, (ii)
provide for the establishment of an unlimited number of Fixed Period Benefit
subaccounts for pre-Retirement distributions, (iii) permit elections for
deferral of Bonus Compensation to be made during the Plan Year that immediately
proceeds the Plan Year in which such Bonus Compensation would otherwise be paid
but limit deferral of Bonus Compensation to 90% of Bonus Compensation, (iv)
allow the Administrator to make hardship distributions in circumstances that may
or may not result from a Disability, (v) allow Participants to make daily
changes in the Investment Funds used to value their respective Deferred Benefit
Accounts, (vi) vary the Investment Funds available for such purposes and (vii)
extend the Enrollment Period to the months of November and December each year.

WHEREAS, effective November 1, 2005, Tiffany and Company and its parent
corporation further amended such plan to (i) permit executives of Iridesse, Inc.
to participate, (ii) bring the plan into compliance with Section 409A of the
Code as follows: (a) by requiring a recently Eligible

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005

<PAGE>

Employee who wishes to participate in the year he becomes eligible to make a
written election to become a Participant within thirty (30) days of his becoming
eligible; (b) by requiring that Participants who wish to defer Bonus
Compensation elect to do so no later than six months before the end of the
fiscal year to which such Bonus Compensation relates; (c) by requiring that
elections to change the time and form of a distribution (i) be made at least
twelve months in advance, and (ii) not defer distribution for a period of less
than five years from the date such distribution would otherwise have been made;
(d) requiring that Specified Employees not receive certain distributions
resulting from a Termination of Service earlier than six months after the date
of the Termination of Service; (e) providing that, in the event of plan
termination, the Employer shall pay a benefit to the Participant or his
beneficiary as otherwise required under the plan; and (f) decreasing the minimum
Retirement Account balance eligible for distribution on an installment basis;
and (iii) make other miscellaneous modifications.

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 November 1, 2005.

                         This Plan shall be known as the

                               TIFFANY AND COMPANY

                             EXECUTIVE DEFERRAL PLAN

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

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

"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.

"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.

"BENEFIT DISTRIBUTION DATE" means a future date (or dates) 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.
                                    -Page 1-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005


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"BONUS COMPENSATION" means cash compensation paid to a Participant, excluding
Base Compensation, under the Employer's bonus program or programs (including,
but not limited to cash Incentive Awards under Section 8 of Parent's 1998
Employee Incentive Plan or Section 8 of Parent's 2005 Incentive Plan), 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 fiscal year.

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

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

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

"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.

"DEFERRED BENEFIT ACCOUNTS" mean Retirement Accounts and Scheduled In-Service
Withdrawal Accounts.

"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.

"DIRECTOR" means a member of Parent's Board of Directors.

                                    -Page 2-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




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"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.

"DISABILITY" means a condition such that a Participant is (i) unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (ii) by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than three months under an accident or health plan covering
employees of Participant's Employer.

"EDUCATION ACCOUNT" means a Deferred Benefit Account established pursuant to
Section 4.1.

"EFFECTIVE DATE" means October 1, 1989.

"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.

"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.

"EMPLOYER" means Tiffany, Parent, and Irridesse, or any other business entity
which adopts this Plan with consent of the Board of Directors of Parent.

                                    -Page 3-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

"ENROLLMENT PERIOD" means, with respect to any Plan Year, the months of November
and December immediately preceding such Plan Year, 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.

"EXECUTIVE DEFERRAL CONTRIBUTION" means the Plan contribution described in
Section 3.2.

"FIXED PERIOD BENEFIT ACCOUNT" means a Deferred Benefit Account established
pursuant to Section 4.1(C).

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

"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.

"IRIDESSE" means Iridesse, Inc., a Delaware corporation, and any successor
organization.

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

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

"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.

                                    -Page 4-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

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

"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.

"PRE-2005 BALANCES" means Deferred Benefit Account balances as of December 31,
2004, including any Investment Fund performance subsequent to December 31, 2004
(i) credited to such Accounts and (ii) attributable to balances as of December
31, 2004.

"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.

"SCHEDULED IN-SERVICE WITHDRAWAL ACCOUNT" means an Education Account or a Fixed
Period Benefit Account, provided that, on and after January 1, 2003, all
Education Accounts shall be converted to Fixed Period Benefit Accounts.

"SPECIFIED AMOUNT" means $130,000, adjusted as provided in Section 416(i)(1)(A)
of the Code.

"SPECIFIED EMPLOYEE" means (a) a Participant who is (i) an officer of the
Employer by which such Participant is employed and (ii) who has an annual
compensation greater than the Specified Amount, (b) a Participant who is a
five-percent owner of the Employer by which such Participant is employed, or (c)
a Participant who is a one-percent owner of the Employer by which such
Participant is employed and having an annual compensation from the Employer of
more than

                                    -Page 5-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

$150,000. Status as a Specified Employee shall be determined as of the December
31 most recently preceding Participant's Termination of Service date.

"TERMINATION OF SERVICE" means, with respect to a Participant who is not an
Independent Director, a termination of employment with Participant's Employer,
provided that termination of employment with one Employer for the purpose of,
and followed promptly by, employment with another Employer, shall not be deemed
a Termination of Service. 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.

"TIFFANY" means Tiffany and Company, a New York corporation, and any successor
organization.

"RETIREMENT ACCOUNT" means a Deferred Benefit Account established pursuant to
Section 4.1.

"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.

                                    -Page 6-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

                                   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 provided that he shall have made a
     written election to become a Participant within thirty (30) days of such
     designation and provided further that such election shall not be effective
     with respect to Compensation earned for services performed prior to the
     date of such election.

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
     when he incurs a Termination of Service. Such persons, and all active
     Participants on the termination of the Plan, shall be deemed "former active
     Participants". 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.

                                    -Page 7-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

                                   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 in any Plan Year ending on or before December 31,
          2002 or less than $1,000 in any other Plan Year (except Plan Years in
          which the Participant elects not to defer any portion of his
          Compensation); more than 50% of Base Compensation in any Plan Year; or
          more than 90% of Bonus Compensation payable in any Plan Year ending
          after December 31, 2002.

     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.

                                    -Page 8-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

     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.

     D.   In respect of Bonus Compensation, an election to defer must be made no
          later than six months before the end of the fiscal year with respect
          to which such Bonus Compensation relates.

     E.   Except as expressly provided in subsection D. above, each Eligible
          Employee shall file a Deferral Agreement with the Administrator during
          the applicable Enrollment Period for the Plan Year in question.

     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 for that Fiscal Year except as expressly provided
          in subsection D. above.

                                    -Page 9-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

                                   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.   Scheduled In-Service Withdrawal Accounts.

          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.   Retirement Subaccounts. 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 anticipated contributions to (i) a lump sum subaccount or to (ii)
          one of three installment subaccounts.

          Each Participant may only have one such Retirement subaccount.

                                   -Page 10-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

          Subject to Section 6.1.F below, the lump sum Retirement subaccount
          will be paid out in a lump sum within ninety (90) days of Retirement,
          and the installment Retirement subaccount will be paid in five (5),
          ten (10), fifteen (15) or twenty (20) 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 as
          aforesaid.

          Participants may, by written election made before December 31, 2006,
          redirect contributions made before the date of such election to
          Participant's Retirement Account from the lump sum Retirement
          subaccount or any of the three installment Retirement subaccounts to
          the lump sum account or to any of the three installment subaccounts,
          provided (i) that each Participant shall, at the conclusion of such
          redirection process, have only one Retirement subaccount; and (ii)
          that such redirection shall not affect payments the Participant would
          otherwise receive in calendar year 2005 or 2006.

     B.   Education Subaccounts. 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 in Plan Years
          in which the Participant elects not to defer any portion of his
          Compensation) to any one Education subaccount.

                                   -Page 11-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

          Notwithstanding the foregoing, no Education Accounts shall be
          established effective following the Plan Year ending December 31,
          2002, and all Education Accounts in effect as of such date shall be
          converted to Fixed Period Benefit Accounts or subaccounts by filing a
          conversion schedule with the Administrator by which benefits payable
          in respect of each such Education Account and subaccount shall become
          payable upon a specific Benefit Distribution Date provided, however,
          that no conversion schedule shall permit amounts accumulated pursuant
          to the Plan prior to January 1, 2003 to be paid to a Participant or
          Beneficiary prior to the time such Participant or Beneficiary would
          have been entitled to such payment under the Plan as it existed prior
          to the amendments made effective January 1, 2003.

     C.   Fixed Period Benefit Subaccounts. 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 (i) 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
          at least five years subsequent to such original Benefit Distribution
          Date and (ii) such option is 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 shall
          be equally allocated among Participant's 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 in Plan Years in which the Participant elects not
          to defer any portion of his Compensation) to any one Fixed Period
          subaccount. For elections made prior to November of 2002, a
          Participant shall not elect a Benefit Distribution Date with respect
          to the Fixed Period Benefit Account

                                   -Page 12-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

          which occurs prior to twenty-four (24) months from the date on which
          the first contribution to such subaccount is first credited except as
          provided in Section 4.1 above. For elections made in or after November
          of 2002, a Participant shall not elect a Benefit Distribution Date
          with respect to a Scheduled In-Service Withdrawal Account which occurs
          prior to twenty-four (24) months from the last day in the Plan Year in
          which such election is made.

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 was 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 1%. A Participant may make a
     separate selection with respect to each Deferred Benefit Account.
     Investment Fund elections may be made daily.

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

                                   -Page 13-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

     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.

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

                                   -Page 14-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

     Participant shall redirect the valuation of his or her Deferred Benefit
     Accounts effective with the date of such amendment.

                                   -Page 15-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005



<PAGE>

                                    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 and at all
     times.

                                   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 on such distribution dates as may be
          applicable under this Article VI.

     B.   Subject to Section 6.1.F below, 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 Scheduled In-Service
          Withdrawal Accounts, 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.

                                   -Page 16-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

     C.   Subject to Section 6.1.F below, 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.   Subject to Section 6.1.F below, 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.

     F.   Notwithstanding anything stated in this Plan to the contrary, if a
          Participant who is a Specified Employee incurs a Termination of
          Service, other than by reason of such Participant's death or
          Disability, no distribution of, payment from or benefit in lieu of
          Participant's Deferred Benefit Accounts other than Pre-2005 Balances
          shall be made until the expiration of a period of six months following
          such Separation of Service, and any payments otherwise scheduled under
          this Plan during such six-month period shall be deemed deferred until
          the earlier of the

                                   -Page 17-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

          expiration of such six-month period or such Participant's death. On
          the expiration of such six month period (or such Participant's death)
          all such deferred payments shall be promptly made and all other
          payments shall be made as otherwise scheduled or provided for herein.

6.2  Retirement Account - Form of Payment:

     A.   Subject to Section 6.1F, 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. Subject to Section 6.1F, 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 be paid by Employer to Participant in five, ten,
          15 or 20 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:

          FIVE ANNUAL INSTALLMENTS

<TABLE>
<CAPTION>
                                       PERCENTAGE OF INSTALLMENT
BENEFIT YEAR                               RETIREMENT ACCOUNT
------------                           -------------------------
<S>                                    <C>
1 (Year of Retirement/65th birthday)               20%
2                                                  25%
3                                                  33%
4                                                  50%
5                                                 100%
</TABLE>

                                   -Page 18-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

          TEN ANNUAL INSTALLMENTS

<TABLE>
<CAPTION>
                                       PERCENTAGE OF INSTALLMENT
BENEFIT YEAR                               RETIREMENT ACCOUNT
------------                           -------------------------
<S>                                    <C>
1 (Year of Retirement/65th birthday)               10%
2                                                  11%
3                                                  13%
4                                                  14%
5                                                  17%
6                                                  20%
7                                                  25%
8                                                  33%
9                                                  50%
10                                                100%
</TABLE>

          FIFTEEN ANNUAL INSTALLMENTS

<TABLE>
<CAPTION>
                                       PERCENTAGE OF INSTALLMENT
BENEFIT YEAR                               RETIREMENT ACCOUNT
------------                           -------------------------
<S>                                    <C>
1 (Year of Retirement /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%
</TABLE>

                                   -Page 19-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

          TWENTY ANNUAL INSTALLMENTS
<TABLE>
<CAPTION>
                                       PERCENTAGE OF INSTALLMENT
BENEFIT YEAR                               RETIREMENT ACCOUNT
------------                           -------------------------
<S>                                    <C>
1 (Year of Retirement/65th birthday)                5%
2                                                   5%
3                                                   6%
4                                                   6%
5                                                   6%
6                                                   7%
7                                                   7%
8                                                   8%
9                                                   8%
10                                                  9%
11                                                 10%
12                                                 11%
13                                                 13%
14                                                 14%
15                                                 17%
16                                                 20%
17                                                 25%
18                                                 33%
19                                                 50%
20                                                100%
</TABLE>

          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.   Subject to Section 6.1.F, notwithstanding any provision to the
          contrary, if at the time benefits are to commence, the Participant's
          Retirement Account has a value less than $10,000, the Participant's
          benefit hereunder shall be paid to the Participant as a lump sum
          within ninety (90) days of termination.

                                   -Page 20-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

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:

<TABLE>
<CAPTION>
Eligible Student's   Percentage of Eligible
Determination Age     Student's Subaccount
------------------   ----------------------
<S>                  <C>
       18                     25%
       19                     33%
       20                     50%
       21                    100%
</TABLE>

     B.   Subject to Section 6.1F 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.

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, provided, however, that each Participant shall have
          a one-

                                   -Page 21-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

          time option in respect of each such Benefit Distribution Date, to
          postpone the Benefit Distribution Date for no less than five years,
          such option to be exercised, if at all, by written notice give to the
          Administrator no less than one year earlier than such original Benefit
          Distribution Date.

     B.   Subject to Section 6.1.F, 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

                                   -Page 22-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

6.5  Unforeseeable Emergency Distribution.

     A.   In the event of an unforeseen emergency, a Participant may apply in
          writing to the Committee for withdrawal against his Deferred Benefit
          Accounts. The withdrawal shall only be allowed at the discretion of
          the Committee and for purposes which constitute an "unforeseeable
          emergency" as defined in Section 409A(a)(2)(B)(ii)(I) of the Code and
          regulations promulgated thereunder. For the purpose of withdrawals,
          the value of all Deferred Benefit Accounts shall be determined on the
          Determination Date next following the date as of which the application
          is approved by the Committee and shall be paid as soon as practical
          thereafter. The Committee shall approve such application only to
          relieve an unforeseeable emergency and shall make no distribution in
          excess of the amounts necessary to satisfy such emergency plus amounts
          necessary to pay taxes reasonably anticipated by the Participant as a
          result of the distribution, after taking into account the extent to
          which such hardship is or may be relieved through reimbursement or
          compensation by insurance or otherwise or by liquidation of the
          Participant's assets (to the extent the liquidation of such assets
          would not itself cause severe financial hardship). In making a
          determination whether to approve any such application, the Committee
          may require the Participant to submit such proof as to the existence
          of such unforeseeable emergency as the Committee shall deem necessary
          and shall consider all relevant facts and circumstances presented by
          the Participant. All determinations under this Section shall be based
          upon uniform and nondiscriminatory rules and standards applicable to
          all Participants similarly situated and shall be final, conclusive and
          binding on all interested parties.

                                   -Page 23-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

     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.

                                   -Page 24-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

                                   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:

                                   -Page 25-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

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

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

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

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

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

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

7.5  Employer's Responsibility to Administrator. The Employer shall furnish the
     Administrator such data and information as he may require. The records of
     the Employer shall be determinative of each Participant's period of
     employment, termination of employment and the reason 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

                                   -Page 26-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

     person for such action unless attributable to fraud or willful misconduct
     on the part of the director, officer or employee of the Employer.

7.7  Procedure to Claim Benefits. 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.

                                   -Page 27-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

                                  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. 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 as otherwise required under the Plan provided
     that the Employer retains the discretion, in the event of a Plan
     termination meeting the requirements of Section 1.409A-3 (h)(2)(viii) of
     the proposed regulations issued by the Internal Revenue Service on
     September 29, 2005, or any final regulations thereafter adopted in place
     thereof, to pay a benefit to each 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

                                   -Page 28-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

     payments pursuant to Section 6.2 have commenced in respect of a
     Participant, such installment payments will continue to be 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 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.

                                   -Page 29-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

                                   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.

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.

                                   -Page 30-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

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.

9.9  2005 Amendments. None of the amendments made to this Plan in 2005 shall be
     read to invalidate any election made on or prior to December 31, 2004 that
     would have been permissible under the terms of the Plan as it existed on
     December 31, 2004 and such elections shall be deemed to remain in effect
     unless changed as expressly provided for hereunder.

[the balance of this page has been left intentionally blank - signature page to
                                     follow]

                                   -Page 31-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

                                        Tiffany and Company
                                        ("Tiffany")


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


Attest: /s/ Karen L. Sharp
        -----------------------------
Name: Karen L. Sharp
Title: Assistant Secretary


                                        Tiffany & Co.
                                        ("Parent")


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


Attest: /s/ Karen L. Sharp
        -----------------------------
Name: Karen L. Sharp
Title: Assistant Secretary

                                   -Page 32-

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005




<PAGE>

SCHEDULE 4.5 TO TIFFANY AND COMPANY EXECUTIVE DEFERRAL PLAN

Effective January 1, 2003

     1.  Gartmore GVIT Money Market Fund - Money Market
     2.  Federated Quality Bond Fund - Bond
     3.  Fidelity Equity Income Fund - Large Cap Value
     4.  Fidelity VIP II Contra Fund - Large Cap Blend
     5.  Janus Aspen Capital Appreciation Fund - Large Cap Growth
     6.  Dreyfus Stock Index Fund - S&P Index
     7.  Gartmore Small Cap Value Fund - Small Cap Value
     8.  Neuberger Berman Mid Cap Growth Fund - Mid Cap Growth
     9.  Janus Aspen International Growth Fund - International Developed Market
     10. Gartmore GVIT Small Cap Growth Fund - Small Cap Growth
     11. Goldman Sachs VIT Mid Cap Value Fund - Mid Cap Value
     12. Oppenheimer Global Securities Fund - Global Equity

AS ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 23, 2005


                                   -Page 33-