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                                                                  Exhibit 10.138
                                                                   Tiffany & Co.
                                                             Report on Form 10-K

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

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

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

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

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

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

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

                         This Plan shall be known as the

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

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                                    ARTICLE I
                                   DEFINITIONS

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

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

"ACTUARIAL EQUIVALENT" shall have the same meaning as in the Pension Plan.

"AFFILIATE" means, with reference to any Person, any second Person that
controls, is controlled by, or is under common control with, any such first
Person, directly or indirectly.

"AVERAGE FINAL COMPENSATION" shall have the same meaning as in the Pension Plan.

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

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

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

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

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

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

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                  substantially corrected by Participant within [ten (10)] days
                  of receipt of such demand;

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

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

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

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

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

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

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

"COVERED COMPENSATION" shall have the same meaning as in the Pension Plan.

"CREDITABLE SERVICE" shall have the same meaning as in the Pension Plan.

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

"EFFECTIVE DATE" means January 1, 2004.

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

"MONTH OF RETIREMENT" shall have the same meaning as in the Pension Plan.

"NON-COMPETITION AND CONFIDENTIALITY COVENANTS" means an instrument in
substantially the form of Exhibit A attached duly completed and executed by the
Participant in question.

"NORMAL RETIREMENT" means retirement at age 65, the normal retirement age under
the Pension Plan.

"NORMAL RETIREMENT AGE" means the later of (i) Participant's 65th birthday or
(ii) the 5th anniversary from his date of hire.

"NORMAL RETIREMENT PENSION BENEFIT" means, with respect to each Participant at
any point in time, the annual retirement allowance to which Participant would be
entitled at Normal Retirement payable from the Pension Plan as an annuity for
Participant's life, whether or not such retirement allowance is actually paid,
and regardless of any optional form of benefit payment elected under the Pension
Plan by said Participant based upon such Participant's Average Final
Compensation, Covered Compensation and Creditable Service, in each case as
determined solely in accordance with the provisions of the Pension Plan and
without reference to this Plan.

"PARTICIPANT" means a participant in this Plan.

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

"PENSION BENEFIT" shall have the same meaning as in the Pension Plan.

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

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

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

"SELECT MANAGEMENT EMPLOYEE" means those employees of the Company listed in
Schedule I hereto who are, as of the Effective Date, actively employed by
Tiffany and Company, or who thereafter return to active employment from a
Company-approved approved leave of absence or disability leave and such persons
who are thereafter appointed by the Board as an officer of

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

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

                                   ARTICLE II
                           PARTICIPATION IN THIS PLAN

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

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

                                   ARTICLE III
                                 PLAN BENEFITS

3.1      Overriding Limitation. Except as provided in this Section 3.1, under no
         circumstances will a Participant or a former Participant be entitled to
         a Benefit under this Plan unless Participant becomes Vested in his
         Normal Retirement Pension Benefit. In the event the Pension Plan shall
         have been terminated as of the time a Pension Benefit would have become
         payable to Participant under the Pension Plan, the Benefit under this
         Plan shall be calculated by application, by means of the formula set
         forth in Section 3.2 below, of the Normal Retirement Pension Benefit
         which would have been payable to Participant under the Pension Plan as
         in effect on January 1, 2004; and if Participant would not have been
         entitled to a Pension Benefit under the Pension Plan as in effect on
         January 1, 2004 as of

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         the date a Benefit would otherwise become payable hereunder, no Benefit
         shall be payable under this Plan.

3.2      Annual Retirement Allowance. Subject to Section 3.12 below, any person
         who, subsequent to December 31, 2003, ceases to be a Participant after
         he is Vested shall be entitled to an annual retirement allowance,
         payable in monthly installments commencing at the end of the later of
         February 2004 or the calendar month immediately following his Month of
         Retirement, and continuing to and including the last monthly payment in
         the month of his death, equal to (A) less (B), where (A) equals 1
         percent of the Participant's Average Final Compensation not in excess
         of Covered Compensation multiplied by the number of his years,
         including fractions thereof, of Creditable Service, plus 1-1/2 percent
         of his Average Final Compensation in excess of Covered Compensation
         multiplied by the number of his years, including fractions thereof, of
         Creditable Service and (B) equals such person's Normal Retirement
         Pension Benefit. For purposes of calculating the value of (A) in the
         foregoing sentence, but not for purposes of calculating the value of
         (B) therein, Average Final Compensation and Covered Compensation shall
         be determined without regard to any limit on Compensation imposed by
         Section 401(a)(17) of the Code.

3.3      Normal Retirement. A Participant who has reached Normal Retirement Age
         may retire on a retirement allowance computed in accordance with
         Section 3.2; except that any Participant shall, at his election, be
         continued in service after age 65. At normal retirement age, all
         benefits payable under this Plan shall be non-forfeitable except as
         provided in Section 3.12 below.

3.4      Early Retirement. Subject to Section 3.12 below, any Participant who
         has attained age 60 and has rendered 15 or more years of Creditable
         Service shall be retired by the Committee on a retirement allowance on
         the last day of the calendar month next following receipt by the
         Committee of a written application therefor by the Participant. At the
         Participant's election, he shall receive a retirement allowance
         commencing on his retirement which shall be equal to the annual
         retirement allowance computed in accordance with Section 3.2 and which
         he would otherwise receive upon attaining age 65, reduced by 1/12th of
         5 percent for each month by which the date of his retirement allowance
         would otherwise have commenced under Section 3.3.

3.5      Vested Retirement. Subject to Section 3.12 below, payments to any
         person who ceases to be a Participant on or after January 1, 2003, and
         who is Vested and entitled to a retirement allowance pursuant to
         Section 3.2 and to whom Sections 3.3 and 3.4 do not apply shall
         commence on the last day of the calendar month next following the later
         of (i) the occurrence of his 65th birthday or (ii) receipt by the
         Committee of a written application therefor; provided that if the
         proper amount of such payment cannot for any reason be ascertained by
         such date, a payment retroactive to such date shall be made within
         sixty days of the earliest date on which it can be ascertained. Such a
         person may, by written notice to the Committee, elect to have his
         retirement allowance commence at any time after he has attained age 60
         and completed 15 years of Creditable Service and after receipt by the
         Committee of his application for benefits; provided, however, that

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         payment of such allowance prior to the attainment of age 65 shall be in
         a reduced amount and shall be the Actuarial Equivalent as of the date
         payments commence of the retirement allowance computed in accordance
         with Section 3.2 which he would otherwise receive after attaining
         Normal Retirement Age.

3.6      Optional Benefits in Lieu of Regular Benefits. A Participant under this
         Plan shall be deemed to have elected that the retirement allowance
         payable under this Plan be payable in the same form of benefit that the
         Participant has elected or is deemed to have elected under the Pension
         Plan, to wit, either as an annuity for the life of the Participant or
         the Actuarial Equivalent thereof paying a proportionately reduced
         retirement allowance during his life, with the provision that after his
         death an allowance of 50%, 66-2/3%,75% or 100% of the rate of his
         reduced allowance, at his designation, shall continue during the life
         of, and shall be paid to, the beneficiary designated by him at the time
         of electing the option. Any election, notice or designation made or
         given by the Participant under the Pension Plan shall be deemed an
         election, notice or designation made or given by the Participant under
         this Plan and any change or revocation of an election, notice or
         designation made under the Pension Plan (whether automatic or
         voluntary) shall be deemed to be a change or revocation of an election,
         notice, or designation under this Plan. All time limitations for making
         elections or designations or giving notice under the Pension Plan with
         respect to any form of benefit shall be applicable under this Plan. Any
         designation of a beneficiary made under this Plan shall be subject to
         the same limitations and spousal consent and spousal waiver
         requirements as would apply to a comparable designation under the
         Pension Plan, provided, however that the Committee may, in its
         discretion, require that any spousal consent or waiver address this
         Plan specifically.

3.7      Survivorship Benefits.

         (a)      Upon (i) the death of a Participant who has become Vested in
                  his Accrued Benefit, as provided in Section 3.12 of this Plan,
                  (ii) the death of a Participant who has attained Normal
                  Retirement Age, (iii), subject to Section 3.12 below, the
                  death of a former Participant who had both attained age 60 and
                  rendered 15 or more years of Creditable Service prior to the
                  date he ceased to be a Participant (but who was not receiving
                  at the time of his death any retirement allowance) or (iv)
                  subject to Section 3.12 below, the death of a former
                  Participant who had become Vested in his Accrued Benefit but
                  who had not both attained age 60 and rendered 15 or more years
                  of Creditable Service prior to the date he ceased to be a
                  Participant (but who was not receiving at the time of his
                  death any retirement allowance) there shall be payable to the
                  Participant's or former Participant's spouse, if any, a
                  spouse's allowance as provided for in this Section 3.7.

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

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

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

         (e)      If the Committee does not direct early commencement of
                  payment, and unless an optional form of benefit is selected
                  within the election periods pursuant to a qualified election
                  under the Pension Plan, the spouse's allowance for the spouse
                  of a former Participant described under Section 3.7(a)(iv)
                  above shall equal the allowance the spouse would have received
                  if the former Participant were deemed to have retired at the
                  normal retirement age and elected to receive, based on his
                  Average Final Compensation and years of Creditable Service at
                  the actual date of termination of service with the Company,
                  the retirement allowance payable to him under Section 3.3,
                  reduced for election of the 50% survivorship option at the
                  normal retirement age and continuing after his death in a
                  amount equal to 50% of the amount that would have been payable
                  to the former Participant during his life. If the Committee
                  does direct early commencement of payment, the spouse's
                  allowance shall be a monthly allowance for the life of the
                  spouse which is the Actuarial Equivalent of the allowance the
                  spouse would otherwise receive pursuant to the preceding
                  sentence.

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         (f)      With respect to spousal allowances, a Participant under this
                  Plan and his spouse under this Plan shall be deemed to have
                  elected that the retirement allowance payable under this Plan
                  be payable in the same form of benefit that the Participant
                  has elected or is deemed to have elected under the Pension
                  Plan, and any election, notice or designation made or given by
                  the Participant or his spouse under the Pension Plan shall be
                  deemed an election, notice or designation made or given by the
                  Participant or his spouse under this Plan and any change or
                  revocation of an election, notice or designation made under
                  the Pension Plan (whether automatic or voluntary) shall be
                  deemed to be a change or revocation of an election, notice, or
                  designation made under this Plan.

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

3.9      Disabled Participants. Notwithstanding any other provisions in this
         Plan, any Participant while in receipt of payments under the Company's
         Short Term Illness Plan, Extended Illness Plan, Short Term Disability
         Plan or Long Term Disability Plan (collectively, the "Program"), shall
         be treated as a Participant and shall continue to accrue Creditable
         Service until he dies, retires, or becomes ineligible for further
         payments under such Program, and his Compensation in the last full year
         of his employment shall be deemed to be his annual Compensation for
         purposes of this Plan during such period. In the event such a
         Participant dies, retires or becomes ineligible for further payments
         under such Program and is not restored to active service, any
         retirement allowance payable on his account under this Plan shall be
         made on the basis of his age, Average Final Compensation and Creditable
         Service at the time he died, retired or became ineligible.

3.10     Timing of Commencement of Benefit Payments. Payment of benefits under
         this Plan shall commence when payment of benefits under the Pension
         Plan commences and all elections and required commencement dates made
         or applicable under the Pension Plan in respect to the commencement of
         Payments under the Pension Plan shall be applicable to benefits payable
         to any Participant or beneficiary under this Plan.

3.11     Required Cash-outs of Certain Accrued Benefits. If a Participant
         terminates service and the present value of the Vested accrued pension
         or survivor benefit provided under Article III hereof in respect of
         such Participant is equal to or less than $5,000, the person to whom
         such benefits would otherwise be paid in monthly installments shall
         receive a lump-sum distribution of the present value of the entire
         Vested portion of such Accrued Benefit. For the purposes of determining
         the present value of a Vested Accrued Benefit under this Section 3.11,
         actuarial assumptions used under the Pension Plan for a comparable
         determination under the Pension Plan shall be used. Notwithstanding any
         provision in this Plan to the contrary, if a former Participant who has
         received a lump-sum distribution of his entire non-forfeitable benefit
         under this Plan pursuant to this Section 3.11 is re-employed by the
         Company, he shall be treated as a new Employee and

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         prior service performed by the former Participant in respect of such
         distribution shall be disregarded for purposes of determining his
         Accrued Benefit under this Plan.

3.12     Vesting and Forfeiture of Vested Benefits. A Participant shall be
         Vested in his Accrued Benefit under this Plan if that person is vested
         under the Pension Plan, provided that any Benefit that would otherwise
         be payable to a Participant or to the beneficiary of any Participant
         shall be forfeited in the event that (i) Participant's employment with
         the Company is terminated by the Company for Cause, (ii) Participant
         voluntarily resigns from the Company prior to reaching Participant's
         Normal Retirement Age and fails to execute and deliver to the Company
         the Non-Competition and Confidentiality Covenants prior to the
         effective date of such resignation, or (iii) a former Participant who
         has executed and delivered the Non-Competition and Confidentiality
         Covenants breaches Section 2 of such Covenants.

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

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

                                   ARTICLE IV
                                  UNFUNDED PLAN

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

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

                                    ARTICLE V
                            AMENDMENT AND TERMINATION

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

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

                                   ARTICLE VI
                      ADMINISTRATION AND CLAIMS PROCEDURES

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

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

6.3      Challenging Forfeiture of Benefits due to Termination for Cause. If the
         Board, the Committee or both shall have determined that a Participant
         or his beneficiary shall forfeit a benefit under this Plan due to a
         termination of employment for Cause, such Participant (or his
         beneficiary in the event Participant is deceased) shall have the right
         to elect to challenge such forfeiture through binding arbitration held
         in New York City, New York under the then existing Commercial
         Arbitration Rules of the American Arbitration Association. Arbitration
         proceedings shall be conducted by three arbitrators who shall be
         authorized to determine whether Cause for termination existed, but
         solely for the purpose

                                       11

<PAGE>

         of determining rights to benefits under this Plan. Without limit to
         their general authority, the arbitrators shall have the right to order
         reasonable discovery in accordance with the Federal Rules of Civil
         Procedure. The final decision of the arbitrators shall be binding and
         enforceable without further legal proceedings in court or otherwise,
         provided that either party to such arbitration may enter judgment upon
         the award in any court having jurisdiction. The final decision arising
         from the arbitration shall be accompanied by a written opinion and
         decision which shall describe the rational underlying the award and
         shall include findings of fact and conclusions of law. The cost of such
         arbitration shall initially be borne equally to the parties to such
         arbitration (which parties shall be limited to the Company and the
         Participant (or his beneficiary)), and each party shall bear its or his
         own legal fees; however, the arbitrators shall have authority to award
         the Participant (or his beneficiary) his or her legal fees and costs if
         the arbitrators determine that the decision to forfeit any benefit was
         made in bad faith. As a condition to proceeding with such arbitration
         the Company may require the Participant or his beneficiary to agree, in
         writing, that the arbitration award will be binding upon the
         Participant or such beneficiary, as the case may be, in connection with
         rights under this Plan, and that the Participant waives any right to
         proceed through court proceedings. Such award shall be confidential and
         shall not be binding or admissible in connection with any other
         proceeding.

                                   ARTICLE VII
                                  MISCELLANEOUS

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

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

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

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

7.5      Non-Alienation of Benefits. No Benefit under this Plan shall be subject
         in any manner to anticipation, alienation, sale, transfer, assignment,
         pledge, encumbrance or charge. Any

                                       12

<PAGE>

         attempt so to anticipate, alienate, sell, transfer, assign, pledge,
         encumber or charge the same shall be void; nor shall any such Benefit
         be in any manner liable for or subject to the debts, contracts,
         liabilities, engagements or torts of the person entitled to such
         Benefit. If any person entitled to a Benefit under this Plan becomes
         bankrupt or attempts to anticipate, alienate, sell, transfer, assign,
         pledge, encumber or charge any Benefit under this Plan except as
         specifically provided in this Plan, then such Benefit shall, in the
         discretion of the Committee, cease and determine. In that event the
         Committee shall hold or apply the same for the Benefit of such person,
         his spouse, children, or other dependents, or any of them in such
         manner and in such proportion as the Committee may deem proper.

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

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

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

                                        TIFFANY AND COMPANY
ATTEST:

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

ATTEST:

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

                                       13

<PAGE>

SCHEDULE I

<TABLE>
<CAPTION>
      NAME                                                  OFFICE(S)
<S>                                <C>
Michael J. Kowalski                Chairman of the Board of Directors and Chief Executive Officer

James E. Quinn                     President

Beth O. Canavan                    Executive Vice President - U.S. Retail Sales
James N. Fernandez                 Executive Vice President and Chief Financial Officer

Patrick B. Dorsey                  Senior Vice President - General Counsel and Secretary
Victoria Berger-Gross              Senior Vice President - Human Resources
Fernanda M. Kellogg                Senior Vice President - Public Relations
Jon M. King                        Senior Vice President - Merchandising
Caroline D. Naggiar                Senior Vice President - Marketing
John S. Petterson                  Senior Vice President - Operations

John Loring                        Design Director

Michael C. Christ                  Group Vice President - U.S. Retail Sales
Melvin Kirtley                     Group Vice President - U.S. Retail Sales
Patrick F. McGuiness               Group Vice President - Finance

Mark L. Aaron                      Vice President - Investor Relations
Sandra M. Alton                    Vice President - Retail Sales - Philadelphia Market
Elisabeth P. Ames                  Vice President - Northeast Region
Francis E. Arcaro                  Vice President - Merchandising - Elsa Peretti
Peter-Tolin Baker                  Vice President - Visual Merchandising
Judith A. Baldissard               Vice President - Strategic Planning and Business Development
Jeffrey E. Bateman                 Vice President - Retail Sales Southeast Region
Philip M. Bottega                  Vice President - Store Planning and Facilities
Diane R. Brown                     Vice President - Retail Sales - Washington, D.C.
Linda A. Buckley                   Vice President - Publicity
Thomas J. Carroll                  Vice President - Retail Sales - Mid Atlantic Region
Robert L. Cepek                    Vice President - Specialty Retail
Mindy G. Chozick                   Vice President - Sales Service
Pamela Cloud                       Vice President - Demand and Category Management
Charles W. Coleman                 Vice President - Business Recognition Sales
Michael W. Connolly                Vice President - Treasurer
Raul Dabalsa                       Vice President - Latin America
Robert W. Davidson                 Vice President - Chief Information Officer
Wendy A. Eagan                     Vice President - General Manager - New York Store
David Eisenhower                   Vice President - Human Resources
Catherine Y. Elward                Vice President - Retail Sales - Central Region
Brian Ensor                        Vice President - Long Island Market
Warren S. Feld                     Vice President - Controller
Susan J. Gearey                    Vice President - Retail Sales - Northwest Region
Edward Gerard                      Vice President - Retail Sales - Pacific Region
</TABLE>

                                       14

<PAGE>

<TABLE>
<S>                                <C>
Leonard Greendyk                   Vice President - Business Systems Development
Catherine F. Hagan                 Vice President - Retail Sales - Boston Market
Susanne Halmi                      Vice President - Retail Sales - North Central Market
Andrew W. Hart                     Vice President - Diamond Division
Marissa D. Harvey                  Vice President - General Merchandise Manager
Robert B. Headley                  Vice President - Technical Services
Adina C. Kagan                     Vice President - Advertising
Nancy E. Kanterman                 Vice President - Fragrance

Elizabeth A. Lange                 Vice President - Worldwide Customer Relations
David F. McGowan                   Vice President - Security Worldwide
Nancy Marchassalla                 Vice President - Retail Sales Development
Gaspar Marino                      Vice President - Education & Development
Dorothy L. Mason                   Vice President - Retail Sales - Texas Market
Linda M. Mietzner                  Vice President - Client Development
Kevin J. O'Halloran                Vice President - Direct Marketing
Tarz F. Palomba                    Vice President - Legal - Assistant Secretary
Catherine E. Ramirez               Vice President - Retail Sales Southwest Market
Kent R. Rauscher                   Vice President - Distribution
Robert S. Rufino                   Vice President - Visual Merchandising and Creative Services
John Schaedel                      Vice President - Internal Audit and Financial Controls
Nellie Seddigh                     Vice President - Retail Sales - Los Angeles Market
Detra K. Segar                     Vice President - Retail Sales - Pacific North Market
Karen L. Sharp                     Vice President - Legal - Assistant Secretary
Frederick S. Shibley               Vice President - Business Sales
Karen L. Silveira                  Vice President - Marketing Creative Director
</TABLE>

                                       15
<PAGE>

                                                                       Exhibit A

                  NON-COMPETITION AND CONFIDENTIALITY COVENANTS

THIS INSTRUMENT is made and given this ___ day of _________ 2___ by
__________________("PARTICIPANT") to and for the benefit of Tiffany and Company,
a New York corporation and its Affiliates (as defined below) with reference to
the following facts and circumstances:

A.       Participant is a Participant or Former Participant in and under that
certain 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize
Compensation in Excess of Internal Revenue Code Limits (the "EXCESS PLAN") and
has resigned or is about to resign his or her employment with Tiffany or its
Affiliate;

B.       Participant's age at the effective date of such resignation was or will
be less than 60 years;

C.       But for Participant's obligation to provide this instrument,
Participant is otherwise Vested in a right to a Benefit under the Excess Plan;

D.       Participant is willing to make the promises set forth in this
instrument in order to obtain a Benefit under the Excess Plan; and

E.       Participant agrees that the right to receive a Benefit under the terms
of the Excess Plan is full and fair consideration for the promises made in this
instrument,

NOW THEREFORE, Participant hereby agrees as follows:

1.       DEFINED TERMS. Unless otherwise defined in this instrument, words and
phrases that have a defined meaning in the Excess Plan shall have the same
meaning in this instrument. The initially capitalized words and phrases set
forth below shall have the meanings ascribed to them below:

"Affiliate" means, with reference to any Person, any second Person that
controls, is controlled by, or is under common control with, any such first
Person, directly or indirectly.

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

"Change in Control" means a change in control of Parent of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, whether or not Parent is then
subject to such reporting requirement; provided, however, that, anything in this
Agreement to the contrary notwithstanding, a Change in Control shall be deemed
to have occurred if:

                                       1

<PAGE>

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

                  (ii)     ten (10) days following the "Shares Acquisition Date"
                           if any Person has in fact become and then remains an
                           "Acquiring Person" under the Rights Plan;

                  (iii)    if the Parent Board should resolve to redeem the
                           "Rights" under the Rights Plan in response to a
                           proposal by any Person to acquire, directly or
                           indirectly, securities of Parent representing Fifteen
                           percent (15%) or more of the combined voting power of
                           Parent's then outstanding securities entitled to vote
                           in the election of directors of Parent;

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

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

                  (vi)     all or substantially all of the assets of Parent are
                           sold, liquidated or distributed, except to an
                           Affiliate of Parent;

                  (vii)    all or substantially all of the assets of Tiffany and
                           Company are sold, liquidated or distributed, except
                           to an Affiliate of Parent;

                  (viii)   any Person, or any syndicate or group deemed to be a
                           person under Section 14(d)(2) of the Exchange Act,
                           excluding Parent or any of its Affiliates, a

                                       2

<PAGE>

                           trustee or any fiduciary holding securities under
                           an employee benefit plan of Parent or any of its
                           Affiliates, an underwriter temporally holding
                           securities pursuant to an offering of such securities
                           or a corporation owned, directly or indirectly by
                           stockholders of Parent in substantially the same
                           proportion as their ownership of Parent, is or
                           becomes the "beneficial owner" (as defined in Rule
                           13d-3 of the General Rules and Regulations under the
                           Exchange Act), directly or indirectly, of securities
                           of Tiffany and Company representing Fifty percent
                           (50%) or more of the combined voting power of Tiffany
                           and Company's then outstanding securities entitled to
                           vote in the election of directors of Tiffany and
                           Company; or

                  (ix)     there is a "change of control" or a "change in the
                           effective control" of Parent within the meaning of
                           Section 280G of the Code and the Regulations.

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

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

"Confidential Information" means all information relating in any manner to
Tiffany or its business, including but not limited to, contemplated new products
and services, marketing and advertising campaigns, sales projections, creative
campaigns and themes, financial information, budgets and projections, system
designs, employees, management procedures and systems, employee training
materials, equipment, production plans and techniques, product and materials
specifications, product designs and design techniques, client information
(including purchase history and client identifying information) and vendor
information (including the identity of vendors and information concerning the
capacity of or products or pricing provided by specific vendors);
notwithstanding the foregoing, "Confidential Information" shall not include
information that becomes generally publicly available other than as a result of
a disclosure by Participant or that becomes available to Participant on a
non-confidential basis from a Person that to the Participant's knowledge, after
due inquiry, is not bound by a duty of confidentiality.

"Covered Employee" means an employee of Tiffany.

"Duration of Non-Competition Covenant" means the period beginning with
Participant's Termination Date and ending upon the first to occur of the
following: (i) the second year anniversary of Participant's Termination Date,
(ii) a Change in Control Date or (iii) Participant's 65th birthday provided
that, in no circumstance shall the Duration of this Covenant be less than six
months.

"Exchange Act" means the Securities Exchange Act of 1934.

                                       3

<PAGE>

"Incumbent Directors" means those individuals who were members of the Parent
Board, as of January 1, 2004 and those individuals whose later appointment to
the Parent Board, or whose later nomination for election to such Board by the
stockholders of Parent, was approved by a vote of at least a majority of those
members of such Board who either were members of such Board as of such date, or
whose election or nomination for election was previously so approved.

"Jewelry" means jewelry (including but not limited to precious metal or silver
jewelry or jewelry containing gemstones) and watches.

"Parent" means Tiffany & Co., a Delaware corporation.

"Parent Board" means the board of directors of Parent.

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

"Retail Jewelry Trade" means the operation of one or more retail outlets
(including stores-within-stores, leased departments or concessions) selling
Jewelry in any city in the world in which a TIFFANY & CO. store is located at
the time in question; for the purpose of this definition, a retail outlet will
not be deemed engaged in the Retail Jewelry Trade if less than 5% of the items
displayed for sale in such outlet are Jewelry, so that, by way of example, an
apparel store that offers Jewelry as an incidental item would not be deemed
engaged in the Retail Jewelry Trade.

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

"Rights Plan" means the Amended and Restated Rights Agreement Dated as of
September 22, 1998 by and between Tiffany & Co., a Delaware corporation, and
ChaseMellon Shareholder Services L.L.C., as Rights Agent, as such Agreement may
be further amended from time to time.

"Termination Date" means the date Participant ceases to be an employee of
Tiffany.

"Tiffany" means Tiffany and Company, a New York corporation, and if the context
so requires, Tiffany and Company and/or any Affiliate of Tiffany and Company,
such term to be interpreted broadly so as to give rights equivalent to Tiffany
and Company to any Affiliate of Tiffany and Company.

"Wholesale Jewelry Trade" means the sale of Jewelry or gemstones to the Retail
Jewelry Trade, the development or design of Jewelry for sale to the Retail
Jewelry Trade or the production of Jewelry for sale to the Retail Jewelry Trade
regardless of where in the world such activities are conducted.

                                       4

<PAGE>

2.       NON-COMPETITION. Participant agrees that for the Duration of the
Non-Competition Covenant Participant will not directly or indirectly (whether as
director, officer, consultant, principal, owner, member, partner, advisor,
financier, employee, agent or otherwise):

         (i)      engage in, assist, have any interest in or contribute
Participant's knowledge and abilities to, any business or entity in the Retail
Jewelry Trade or in the Wholesale Jewelry Trade or seeking to enter or about to
become engaged in the Retail Jewelry Trade or the Wholesale Jewelry Trade
(provided that this subsection shall not prohibit an investment by Participant
not exceeding five percent of the outstanding securities of a publicly traded
company);

         (ii)     employ, attempt to employ, or assist anyone in employing a
Covered Employee or any person who was a Covered Employee at any time during the
Duration of the Non-Competition Covenant or within three (3) months prior
thereto (including by influencing any Covered Employee to terminate his/her
employment with Tiffany or to accept employment with any Person); or

         (iii)    attempt in any manner to solicit Jewelry purchases by any
client of Tiffany or persuade any client of Tiffany to cease doing business or
reduce the amount of business that such client has customarily done with
Tiffany.

3.       CONFIDENTIALITY. Participant acknowledges that Participant has had
access to Confidential Information. Participant agrees not to disclose
Confidential Information or to use Confidential Information to the detriment of
Tiffany. If the Participant is requested in any case by a court or governmental
body to make any disclosure of Confidential Information, the Participant shall
(i) promptly notify Tiffany in writing, (ii) consult with and assist Tiffany at
Tiffany's expense in obtaining an injunction or other appropriate remedy to
prevent such disclosure, and (iii) use Participant's reasonable efforts to
obtain at the Company's expense a protective order or other reliable assurance
that confidential treatment will be accorded to any Confidential Information
that must be disclosed. Subject to the foregoing sentence, Participant may
furnish that portion (and only that portion) of the Confidential Information
that, in the written opinion of Participant's counsel (the form and substance of
which opinion shall be reasonably acceptable to Tiffany), the Participant is
legally compelled or otherwise required to disclose or else stand liable for
contempt or suffer other material penalty. The obligations in this section shall
continue beyond the Duration of the Non-Competition Covenant.

4.       LOSS OF BENEFIT IN THE EVENT OF BREACH. Should Participant breach
Participant's obligations under Section 2 above, he shall forfeit and lose all
right to any current or future Benefit under the Excess Plan.

5.       ENFORCEMENT.

         (i)      Participant agrees that the restrictions set forth in this
instrument are reasonable and necessary to protect the goodwill of Tiffany. If
any provision set forth herein is deemed invalid, illegal or unenforceable based
upon duration, geographic scope or otherwise, Participant

                                       5

<PAGE>

agrees that such provision shall be modified to make it enforceable to the
fullest extent permitted by law.

         (ii)     In the event of breach or threatened breach by Participant of
the provisions set forth in this instrument, Participant acknowledges that
Tiffany will be irreparably harmed and that monetary damages (including loss of
benefits) shall be an insufficient remedy to Tiffany. Therefore, Participant
consents to the enforcement of this instrument by means of temporary or
permanent injunction and other appropriate equitable relief in any competent
court, in addition to any other remedies Tiffany may have under this Agreement
or otherwise.

6.       PROCEDURE TO OBTAIN DETERMINATION. Should Participant wish to obtain a
determination that any proposed employment, disclosure, arrangement or
association (each a "Proposed Transaction") is not prohibited hereunder,
Participant shall direct a written request to the Board. Such request shall
fully describe the Proposed Transaction. Within 30 days after receipt of such
request, the Board may (i) issue such a determination in writing, (ii) issue its
refusal of such request in writing, or (iii) issue a written request for more
written information concerning the Proposed Transaction. In the event that
alternative (iii) is elected (which election may be made on behalf of the Board
by the Legal Department of Tiffany and Company without action by the Board), any
action on Participant's request will be deferred for ten (10) days following
receipt by said Legal Department of the written information requested. Failure
of the Board to act within any of the time periods specified in this Section 4
shall be deemed a determination that the Proposed Transaction is not prohibited
hereunder. A determination made or deemed made under this Section 6 shall be
limited in effect to the Proposed Transaction described in the submitted
materials and shall not be binding or constitute a waiver with respect to any
other Proposed Transaction, whether proposed by such Participant or any other
Person. In the event that Participant wishes to seek a determination that
employment with a management consulting firm, an accounting firm, a law firm or
some other provider of consulting services to a wide variety of clients will not
be prohibited hereunder should such firm, at some unspecified time, provide
services to a Person in the Retail Jewelry Trade or the Wholesale Jewelry Trade,
Participant may seek a determination hereunder; in submitting such a Proposed
Transaction, the Participant should specify the extent that Participant will be
involved in or can be excluded from involvement in the provision of such
services. In a making any determination under this Section 6, the Board shall
not be deemed to be acting as a fiduciary with respect to the Excess Plan, the
Participant or any beneficiary of the Participant and shall be under no
obligation to issue a determination that any Proposed Transaction is not
prohibited hereunder.

7.       ARBITRATION AND EQUITABLE RELIEF. Participant and Tiffany agree that
any and all disputes arising out or relating to the interpretation or
application of this instrument, including any dispute concerning whether any
conduct is in violation of Section 2 or 3 above, shall be subject to arbitration
in New York, New York, under the then existing Commercial Arbitration Rules of
the American Arbitration Association. Arbitration proceedings shall be conducted
by three arbitrators. Without limit to their general authority, the arbitrators
shall have the right to order reasonable discovery in accordance with the
Federal Rules of Civil Procedure. The final decision of the arbitrators shall be
binding and enforceable without further legal proceedings in court or otherwise,
provided that either party to such arbitration may enter judgment upon the

                                       6

<PAGE>

award in any court having jurisdiction. The final decision arising from the
arbitration shall be accompanied by a written opinion and decision which shall
describe the rational underlying the award and shall include findings of fact
and conclusions of law. The cost of such arbitration shall be borne equally by
the parties and each party to the arbitration shall bear its own legal fees.
Notwithstanding any provision in this Section 7, the requirement to arbitrate
disputes shall not apply to any action to enforce this instrument by means of
temporary or permanent injunction or other appropriate equitable relief.

8.       MISCELLANEOUS PROVISIONS.

(a)      Tiffany may assign its rights to enforce this instrument to any of its
Affiliates. Participant understands and agrees that the promises in this
instrument are for the benefit of Tiffany (which term includes Tiffany and
Company and its Affiliates) and for the benefit of the successors and assigns of
Tiffany and its Affiliates.

(b)      Any determination made by the Board under Section 6 above shall bind
Tiffany and Company and its Affiliates.

(c)      If any action by Participant prohibited hereunder causes Participant to
lose a right to a Benefit under the Excess Plan, such loss of Benefit shall also
be effective with respect to Participant's beneficiaries under the Excess Plan.

(d)      The laws of the State of New York, without giving effect to its
conflicts of law principles, govern all matters arising out of or relating to
this instrument and all of the prohibitions and remedies it contemplates,
including, without limitation, its validity, interpretation, construction,
performance and enforcement.

(e)      Each Person giving or making any notice, request, demand or other
communication (each, a "Notice") pursuant to this Instrument shall

         (i)      give the Notice in writing; and

         (ii)     use one of the following methods of delivery, each of which
                  for purposes of this Agreement is a writing:

                           (A)      Personal delivery;

                           (B)      Registered or Certified Mail, in each case,
                                    return receipt requested and postage
                                    prepaid; or

                           (C)      Nationally recognized overnight courier,
                                    with all fees prepaid.

(f)      Each Person giving a Notice shall address the Notice to the recipient
(the "Addressee") at the address given on the signature page of this Instrument
or to a changed address designated in a Notice.

                                       7

<PAGE>

(g)      A Notice is effective only if the person giving the Notice has complied
with subsections (e) and (f) and if the Addressee has received the Notice. A
Notice is deemed to have been received upon receipt as indicated by the date on
the signed receipt, provided, however, that if the Addressee rejects or
otherwise refuses to accept the Notice, or if the Notice cannot be delivered
because of a change in address for which no Notice was given, then upon such
rejection, refusal or inability to deliver such Notice will be deemed to have
been received. Despite the other clauses of this subsection (g), if any Notice
is received after 5:00 p.m. on a business day where the Addressee is located, or
on a day that is not a business day where the Addressee is located, then the
Notice is deemed received at 9:00 a.m. on the next business day where the
Addressee is located.

(h)      This instrument shall not be amended except by a subsequent written
instrument that has been executed by Participant and on behalf of Tiffany by a
duly authorized officer of Tiffany. Participant's obligations under this
instrument may not be waived, except pursuant to a writing executed on behalf of
Tiffany or as otherwise provided in Section 6 above.

(i)      This instrument constitutes the final expression of Participant's
post-employment confidentiality and non-competition obligations necessary to
receive a Benefit under the Excess Plan. It is the complete and exclusive
expression of those obligations and all prior and contemporaneous negotiations
and agreements between the parties on those matters are expressly merged into
and superceded by this Agreement; notwithstanding the foregoing, Participant's
right to receive a Benefit and the amount and terms of payment of such Benefit
shall be exclusively determined by the Excess Plan.

                                   (continued)

                                       8

<PAGE>

(j)      Any reference in this instrument to the singular includes the plural
where appropriate, and any reference in this instrument to the masculine gender
includes the feminine and neuter genders where appropriate. The descriptive
headings of the sections of this instrument are for convenience only and do not
constitute part of this instrument.

IN WITNESS WHEREOF, this instrument has been executed on the date first written
above.

PARTICIPANT

___________________________
Name:

Notice Address:

___________________________

___________________________

___________________________

                      ACCEPTED AND AGREED (AS TO SECTION 7)

                      TIFFANY AND COMPANY

                      By:______________________
                      Name:
                      Title:

                      Notice Address:

                      The Board of Directors
                      Tiffany and Company
                            Care of:
                      Legal Department
                      600 Madison Avenue
                      New York, NY 10022

                                       9