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                                 AMENDMENT NO. 2
                                     TO THE
                          FINLAY RETIREMENT INCOME PLAN
                         (As Restated February 20, 2002)
                         -------------------------------


     The Finlay Retirement Income Plan (the "Plan"), as restated February 20,
2002 and thereafter amended April 1, 2003, is hereby further amended in the
following respects, effective January 1, 1997:

     1.  Section 3.5.2 of the Plan is amended as follows:

         (a) The sixth sentence thereof is amended by adding the following
language at the end thereof after the words "beginning with the highest of such
amounts":

         , in the following manner. First, determine how much the actual
         contribution ratio (ACR) of the Highly Compensated Employee with the
         highest ACR would have to be reduced to satisfy the actual contribution
         percentage (ACP) test or cause such ratio to equal the ACR of the
         Highly Compensated Employee with the next highest ratio. Second, this
         process is repeated until the ACP test would be satisfied. The amount
         of excess aggregate contributions is equal to the sum of these
         hypothetical reductions multiplied, in each case, by the Highly
         Compensated Employee's Total Compensation.

         (b) The following sentence is added at the end of Section 3.5.2:

         The distribution (or forfeiture, if applicable) of excess aggregate
         contributions shall be made on the basis of the respective amounts
         attributable to each Highly Compensated Employee. The Highly
         Compensated Employees subject to actual distribution or forfeiture are
         determined using the "dollar leveling method" starting with the Highly
         Compensated Employee with the greatest dollar amount of employee,
         matching and other contributions treated as Matching Contributions for
         the Plan Year and continuing until the amount of the excess aggregate
         contributions has been accounted for.

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     2. Section 14.3 is amended by revising the third sentence thereof to read
as follows:

         Any such distribution of excess Elective Contributions, and the
         corrective measures with respect to Matching Contributions and other
         excess contributions set forth below, shall be limited to the extent
         such excess Annual Additions result from contributions based on
         estimated annual compensation, the allocation of forfeitures, or a
         reasonable error in determining the amount of elective deferrals
         (within the meaning of Code section 402(g)(3)) that are permitted.


     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officers this 29th day of May, 2003.



                                        FINLAY ENTERPRISES, INC.

                                        By: /s/ Joseph M. Melvin
                                            -----------------------------------
                                            Joseph M. Melvin,
                                            Chief Operating Officer

ATTEST:


/s/ Bonni G. Davis
--------------------------------
Bonni G. Davis
Secretary