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 2007,
      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. Beginning in 2007, the Lead Independent
      Director also receives an additional annual fee of $25,000.




Non-employee
      directors of the Holding Company and Finlay Jewelry will receive compensation
      for Board service under the same arrangements for fiscal 2008.




Each
      non-employee director has 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. ****




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, and the target bonus for each such executive
      officer.









**Base Salary**
            
            **Target Bonus %****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
            
            
            100
            %**Bruce
                E. Zurlnick**
              *Senior
                Vice President, Treasurer and Chief Financial Officer of the Holding
                Company and Finlay Jewelry*
            
            $
            310,000
            
            
            60
            %**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
            
            
            60
            %**Leslie
                A. Philip**
              *Executive
                Vice President, and Chief Merchandising Officer of the Holding Company
                and
                Finlay Jewelry*
            
            $
            471,690
            
            
            60
            %**Edward
                J. Stein**
              *Senior
                Vice President and Director of Stores of Finlay
                Jewelry*
            
            $
            390,056
            
            
            60
            %





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, the ability to participate in the Holding
      Company's Executive Deferred Compensation and Stock Purchase Plan, 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.





*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.