EXHIBIT
      10.21





**Description
      of Director and Named Executive Officer Compensation***




Directors





Directors
      who are also employees of either the Holding Company or Finlay Jewelry receive
      no additional compensation for serving as members of the Board.




For
      serving as a director of the Holding Company and Finlay Jewelry during fiscal
      2008, each non-employee director received aggregate compensation at the rate
      of
      $25,000 per year plus $1,000 for each Board meeting and each committee meeting
      attended in person, and $500 for each such meeting attended by conference
      telephone call, with the chairman of the Audit Committee receiving an additional
      annual fee of $6,000 and the chairman of the Compensation Committee and the
      chairman of the Nominating & Corporate Governance Committee each receiving
      an additional annual fee of $3,000. The Lead Independent Director also receives
      an additional annual fee of $25,000.




As
      in
      prior years, for fiscal 2008, each non-employee director had the option, under
      the Holding Company’s Director Deferred Compensation and Stock Purchase Plan
      (the “Director Deferred Compensation Plan”), to defer 100% of his or her
      eligible director fees (which are annual retainer fees plus any annual fees
      received by a participant for services as chairperson of any committee of the
      Board of Directors, other than the Lead Independent Director’s annual fee) that
      would otherwise be paid in cash and receive restricted stock units (“RSUs”). The
      participant RSUs are awarded and credited to the director participant’s account
      quarterly in an amount based on a formula which divides the cash amount deferred
      by the fair market value of a share of Common Stock on the award date, and
      are
      immediately vested. The Holding Company also credits the participant’s account
      with one matching RSU, which vests on the one-year anniversary date of the
      award
      date, for each participant RSU purchased by the director. ****




The
      shares issued upon distribution of RSUs under the Director Deferred Compensation
      Plan are provided by the Holding Company's 2007 Long Term Incentive
      Plan (the “2007 Plan”). Due to an insufficient number of shares available for
      awards under the 2007 Plan, the directors who elected to defer their director
      fees for fiscal 2008 were credited with approximately 90% of the RSUs to which
      they were entitled in connection with the deferral of their second quarter
      2008
      director fees. The Holding Company intends to credit these directors’
accounts under the Director Deferred Compensation Plan with the remaining
      approximately 10% of such RSUs if, and when, adequate shares become available
      under the 2007 Plan either through the forfeiture of currently outstanding
      awards or stockholder approval of additional shares with respect to the plan.





* References
      herein to Holding Company are intended to refer to Finlay Enterprises, Inc.
      and
      references herein to Finlay Jewelry are intended to refer to Finlay Fine Jewelry
      Corporation.








As
      a
      result of the unavailability of shares under the 2007 Plan to satisfy the
      Holding Company’s obligations under the Director Deferred Compensation Plan, the
      Director Deferred Compensation Plan was also amended effective as of May 22,
      2008 to reflect that the Holding Company may delay crediting of RSUs awards
      payable thereunder until the requisite number of shares of Common Stock are
      available under the 2007 Plan.





Pursuant
      to these amendments, no new deferral agreements may be entered into under the
      Director Deferred Compensation Plan, and any existing deferral agreements will
      remain in full force and effect, except that cash (rather than RSUs), will
      be
      paid for eligible director's fees deferred with respect to the third and fourth
      quarters of the 2008 fiscal year on February 2, 2009. Effective May 22, 2008,
      no
      more matching awards will be made under the Director Deferred Compensation
      Plan.





Named
      Executive Officers





The
      following table sets forth the annual base salaries of the Chief Executive
      Officer and the four other most highly compensated executive officers of the
      Holding Company for fiscal 2008, which reflect cost of living increases for
      certain of the executive officers effective August 1, 2008. These represent
      the
      first salary increases for these executive officers in more than two
      years.





**Base Salary**
              **until**
              **August 1, 2008**
            
            **Base Salary**
              **beginning**
              **August 1, 2008****Arthur
                E. Reiner**
              
              *Chairman,
                President and Chief Executive Officer of the Holding Company and
                Chairman
                and Chief Executive Officer of Finlay Jewelry*
            
            $
            1,005,000
            
            $
            1,005,000**Bruce
                E. Zurlnick**
              
              *Senior
                Vice President, Treasurer and Chief Financial Officer of the Holding
                Company and Finlay Jewelry*
            
            $
            310,000
            
            $
            321,000**Joseph
                M. Melvin**
              
              *Executive
                Vice President, and Chief Operating Officer of the Holding Company
                and
                President and Chief Operating Officer of Finlay
                Jewelry*
            
            $
            452,056
            
            $
            465,056**Leslie
                A. Philip**
              
              *Executive
                Vice President, and Chief Merchandising Officer of the Holding Company
                and
                Finlay Jewelry*
            
            $
            471,690
            
            $
            485,690**Edward
                J. Stein****(1)**
              
              *Senior
                Vice President and Director of Stores of Finlay
                Jewelry*
            
            $
            390,056
            
            
            —





(1)
      Mr.
      Stein will retire on June 23, 2008.








Each
      of
      these executive officers (other than Mr. Stein) is also entitled to receive
      an
      annual cash bonus for the 2008 fiscal year equal to a specified percentage
      of
      the overall bonus pool for the 2008 fiscal year established under the Company’s
      2007 Cash Bonus Plan.





Pursuant
      to the terms of his employment agreement, Mr. Reiner is also entitled to certain
      stock compensation.





The
      executive officers named above are also eligible to receive those benefits
      available to all of Finlay Jewelry's senior officers, including
      performance-based cash bonuses, supplemental executive medical benefits,
      company-paid group life insurance (other than for Mr. Reiner who is entitled
      to
      key man life insurance under the terms of his employment agreement), as well
      as
      various other benefits available to all full-time employees of Finlay Jewelry
      including, but not limited to, paid vacation time, participation in the Holding
      Company's 401(k) plan and short-term disability benefits.