1994 TIFFANY AND COMPANY SUPPLEMENTAL RETIREMENT INCOME PLAN Amended and Restated as of March 17, 2016

WHEREAS, Tiffany and Company, a New York Corporation, does hereby intend by the following instrument to establish an unfunded supplemental retirement plan for the benefit of a select group of management or highly compensated employees; and

WHEREAS, Tiffany and Company recognizes that certain executives possess an intimate knowledge of the business and affairs of Tiffany and Company and its policies, methods, personnel and problems and that the contributions of these executives are essential to the company's continued growth and success; and

WHEREAS, Tiffany and Company wants to provide selected executives with supplemental retirement income in order to induce selected executives to remain employed by Tiffany and Company until their retirement; and

WHEREAS, Tiffany and Company replaced its prior Supplemental Retirement Income Plan which became effective the 20th day of October, 1989 with this Plan; and

WHEREAS, this Plan was revised effective September 18, 2003, which revisions are reflected in this document; and

WHEREAS, this Plan was revised effective February 1, 2007 to modify age and service requirements for early retirement, which revisions are reflected in this document; and

WHEREAS, this Plan was revised effective December 31, 2008 to modify this Plan’s terms relating to commencement of retirement benefits under this Plan, due to restrictions imposed under the Internal Revenue Code, which revisions are reflected in this document; and

WHEREAS, this Plan was revised effective January 31, 2009 to modify this Plan’s terms relating to effect of a “Change in Control” as defined below;

WHEREAS, this Plan was revised effective March 17, 2016 to modify this Plan’s terms relating to the definition of a “Change in Control” as defined below;

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 1st day of February, 1994.

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

"Actuarial Equivalent" means the equivalent value of each form of payment, computed in accordance with accepted actuarial principles and on the basis of the same factors then required for use under the Pension Plan and the Excess Plan for the computation of the Participant's Pension Benefit.

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

“Affiliate” means any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“Applicable Interest Rate” means, for any period, the rate of interest on one-year U.S. Treasury securities (constant maturities), determined as of the month preceding the first month of such period.

"Average Final Compensation" means, with respect to a Participant, his average Compensation during those five years of his last ten years of Creditable Service in which his Compensation was highest. If an Employee has less than five years of Creditable Service or less than five Plan Years in which he accrued Creditable Service, as the case may be, his or her "Average Final Compensation" shall be computed as the average of his or her Compensation over all such years.

    

"Beneficiary" means the person, persons, trust or other entity, designated by written revocable designation filed with the Administrator by the Participant to receive payments under this Plan in the event of the Participant's death. In the event Participant fails to effectively make such a designation, the Beneficiary shall be the personal representative of the Participant's estate.

"Benefit" means, with respect to each Participant, the benefit to which Participant is entitled under Sections 3.2 or 3.3 of this Plan.

“Cause” shall mean a termination of Participant’s employment which is the result of:

(ix)    Participant’s Disability.

For purposes of the previous sentence, 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 Participant’s action or omission was in the best interests of, Parent, Employer or an Affiliate of Parent or Employer. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause with respect to items (i) through (vii) 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 Employer Board at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with Participant’s counsel, to be heard before such Board), finding that, in the

good faith opinion of such Board, Cause exists as set forth in any of items (i) through (vii) above.

“Change in Control” shall mean the occurrence of any of the following:

 

“Change in Control Date” means the date on which a Change in Control occurs.

“Claimant” means any Participant or Beneficiary who files a claim for benefits, either directly or through an authorized representative, under Section 7.7 of this Plan.

"Committee" means the Compensation Committee of the Parent which shall have authority over this Plan.

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

“Code of Conduct” shall mean Parent’s (i) Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Parent and (ii) Business Conduct Policy - Worldwide, as amended from time to time prior to the Change in Control Date and as in effect as of the Change in Control Date.

"Compensation" means the actual base salary paid to Participant for services rendered to the Employer (exclusive of amounts attributable to the exercise of employee stock options), including straight time for all hours worked, commissions, bonuses, premiums and incentives (in the case of any Employee shown in the attached Schedule "A", the reference to Employer for purposes of this definition only shall also refer to Affiliates of the Employer prior to October 15, 1984; for the purposes of this definition "Affiliate" shall mean any member of the controlled group of companies of which the Employer was a member within the meaning of Section 414(b), (c) and (m) of the Code at such prior time) including any pre-tax elective deferrals to any Employer sponsored retirement savings plan or cafeteria plan, qualified pursuant to Section 401(k) or Section 125 of the Code, and any pre-tax elective deferrals to the Tiffany and Company Executive Deferral Plan, but excluding all other Employer contributions to benefit plans and all other forms of remuneration or reimbursement.

"Creditable Service" means "Creditable Service" under the Pension Plan.

"Disability" means a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, and by reason of which a Participant is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company.

"Early Retirement" means any Separation from Service by a Participant (other than by reason of death) after attaining Minimum Age and Service but prior to attaining Retirement Age.

"Effective Date" means February 1, 1994.

"Eligible Employee" means an employee of an Employer appointed an officer of Parent, and having the title of “Chief Executive Officer,” “President”, "Executive Vice President" or "Senior Vice President" and such other highly compensated employees

identified and approved by the Committee from time to time. No employee shall be deemed an Eligible Employee unless at the time of such appointment, or identification and approval, such employee is entitled to participate in the Pension Plan as in effect at that time. For the avoidance of doubt, Schedule I attached includes a complete list of all Participants in the Plan as of January 31, 2009.

"Employer" means Tiffany and Company and any successor organization, or any other business entity which adopts this Plan with consent of Parent.

“Employer Board” means the Board of Directors of Employer.

"Employment" means the status of being employed by Employer including periods of active employment and other periods for which the Eligible Employee is listed as an employee of Employer in the payroll records of Employer and periods during which the Eligible Employee is on a Leave of Absence and "Employed" means of the status of Employment.

"Entry Date" means February 1, 1994 and each January 1 of each calendar year thereafter.

“Excess Plan” means the 2004 Tiffany and Company Un-Funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

“Good Reason” means Participant’s resignation from employment with Employer as a result of any of the following:

with Participant’s customary business travel obligations in the ordinary course of business prior to the Change in Control Date); or

(iv)    any Substantial Change.

“Incumbent Board” shall have the meaning provided in sub-section b. of the definition entitled “Change in Control.”

“Involuntary Termination” means (i) Participant’s termination of employment by Employer without Cause or (ii) Participant’s resignation of employment with the Employer following the Change in Control Date for Good Reason.

    

"Leave of Absence" means any absence from employment, with or without pay, authorized by Employer which would not result, on the first anniversary of the first day of such continuing period of absence, in a "Discontinuance of Active Employment Date" under the Pension Plan.

“Minimum Age and Service” means, with respect to any Participant, that such Participant has attained age fifty-five (55) with at least ten (10) consecutive Years of Service with Employer.

“Parent” means Tiffany & Co., a Delaware corporation.

“Parent Board” means the Board of Directors of Parent.

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

"Plan" means the 1994 Tiffany and Company Supplemental Retirement Income Plan as described in this instrument, as amended from time to time.

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

"Pension Benefit" means, with respect to each Participant, the annual retirement allowance to which Participant is entitled at Retirement payable from the Pension Plan and the Excess Plan and actuarially determined on the basis of an annuity for Participant's life utilizing actuarial assumptions as pertain for all other purposes of said Pension Plan and the Excess Plan whether or not such retirement allowance is actually paid, and regardless of any optional form of benefit payment elected under the Pension Plan and the Excess Plan by said Participant.

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

"Permitted Retirement" means, with respect to each Participant, the earlier of the date

on which he takes Early Retirement or Retirement.

“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.

"Retirement" means any Separation from Service by a Participant (other than by reason of death) after attaining Retirement Age.

"Retirement Age" means age sixty-five (65).

“Scheduled Benefit Commencement Date” means the date as of which benefits under the Plan are scheduled to commence, as determined in accordance with Sections 3.2, 3.3, or 6.1, determined without regard to the provisions of Section 3.9.

“Separation from Service” means, with respect to Participant, a termination of services provided by the Participant to the Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Section 409A of the Code and Section 1.409A-1(h) of the Regulations. In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

"Social Security Benefit" means the amount of the Participant's anticipated unreduced primary insurance benefit under Title II of the Federal Social Security Act computed on the basis of such Act in effect at Permitted Retirement, and consisting of that annual amount to which the Participant would upon proper application be entitled at Retirement Age irrespective of earnings he may be receiving or might receive in excess of any limit on earnings for full entitlement to such benefit. When used in connection with the computation of a Benefit payable under Section 3.3 of the Plan, "Social Security Benefit" shall mean the said Social Security Benefit computed on the assumption that the Participant will continue to receive Compensation until age 65 for purposes of Social Security in the same amount as in effect on the date of his Permitted Retirement. With respect to periods for which the Participant's actual compensation for Social Security purposes is not available, the Social Security Benefit shall be calculated on the assumption that the Participant has compensation for Social Security purposes after 1951, or age 22 if later, and prior to his or her last date of hire or rehire by Employer which increased 6 percent (6%) each year to his or her Compensation on such date of hire or rehire by Employer.

“Substantial Change” means any material change in the terms or conditions of Participant’s employment (including in salary or target bonus) following a Change in Control Date that is less favorable to Participant than those in effect previous to the Change in Control Date other than (i) a change that has been made on an across-the-board basis for substantially all of Employer’s employees or (ii) a change in equity-based compensation (including the reduction or elimination thereof) resulting from the Change in Control.

    

"Vested" means that Participant's Benefit has become nonforfeitable as specified in Sections 3.6, 3.7 and 6.1 below.

"Year of Service" means a year of Creditable Service.

Plan as in effect on February 1, 2007 as of the date a Benefit would otherwise become payable hereunder, no Benefit shall be payable under this Plan.

        

such reduced annuity continued for the life of his surviving spouse, unless the Participant elects, prior to his Scheduled Benefit Commencement Date and in accordance with Section 3.4(c), to receive payment under an optional form of benefit described in Section 3.4(b). The retirement allowance payable to married Participant, in accordance with this Section shall be reduced as provided in Section 3.4(b).

Participant obtains a Vested Benefit above except as expressly provided in Section 3.6 above or 6.1 below.

    

resigns from his position. Any person so appointed shall signify his acceptance by filing a written acceptance with the Employer.

termination of employment and the reason therefore, leave of absence, reemployment, years of service, personal data, and compensation levels. Participants and their Beneficiaries shall furnish to the Administrator such evidence, data, or information, and execute such documents as the Administrator requests.

7.7    Procedure to Claim Benefits.

Initial Claim. Each Claimant must claim any benefit to which he is entitled under this Plan by a written notification to the Administrator. If a claim is wholly or partially denied, it must be so denied within a reasonable period of time, but not later than 90 days after this Plan’s receipt of the claim. This initial 90-day period shall begin at the time the claim is filed, without regard to whether all the information necessary to make a benefit determination accompanies the filing. If the Administrator determines that special circumstances require an extension of time for processing the claim, he shall furnish written notice of the extension of the Claimant prior to the termination of the initial 90-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which this Plan expects to render the benefit determination. In no event shall the extension exceed a period of 90 days from the end of the initial 90-day period.

The whole or partial denial of a claim must be contained in a written notice stating the following:

    

Request for Review. 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 may submit issues and comments in writing. Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to his benefits. 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). This initial 60-day period shall begin at the time an appeal is filed, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing. If the Administrator determines that special circumstances require an extension of time for processing the review, he shall furnish written notice of the extension to the Claimant prior to the termination of the initial 60-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which this Plan expects to render the determination on review. In no event shall the extension exceed a period of 60 days from the end of the initial 60-day period. The Administrator’s review shall take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

The whole or partial denial of a claim on review must be contained in a written     notice stating the following:

All notices and decisions written under this Section 7.7 shall be written in a manner calculated to be understood by the Claimant. The Administrator shall take all necessary steps to ensure and verify that benefit claim determinations made under this Section 7.7 are made in accordance with this Plan and that the Plan Provisions are applied consistently with respect to similarly situated Claimants. Nothing in this Section 7.7 shall be construed to preclude an authorized representative of a Claimant from acting on behalf of such Claimant in

pursuing a benefit claim or appeal of a whole or partial denial, provided that the Claimant provides written authorization to the Administrator identifying such representative, signed by the Claimant under the seal of notary, prior to the authorized representative acting on his behalf.

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.