<PAGE>   1

                                                        MANUALLY SIGNED ORIGINAL
                                        Page 1 of 66 Sequentially Numbered Pages
                                                         Exhibit Index on Page 8

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                              -------------------

                                    FORM S-8

                              -------------------

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                 TIFFANY & CO.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   13-3228013
                      (I.R.S. Employer Identification No.)

                                727 FIFTH AVENUE
                           NEW YORK, NEW YORK  10022
                    (Address of Principal Executive Offices)

                   TIFFANY & CO. EMPLOYEE PROFIT SHARING AND
                            RETIREMENT SAVINGS PLAN
                            (Full Title of the Plan)

                            PATRICK B. DORSEY, ESQ.
                    SENIOR VICE PRESIDENT - GENERAL COUNSEL
                                 TIFFANY & CO.
                                727 FIFTH AVENUE
                           NEW YORK, NEW YORK  10022
                    (Name and Address of Agent For Service)

                                 (212) 755-8000
         (Telephone Number, Including Area Code, of Agent For Service)

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
====================================================================================================================================
                                                           Proposed Maximum          Proposed Maximum 
   Title of Securities to        Amount to be             Offering Price Per        Aggregate Offering             Amount of 
       be Registered              Registered                  Share (1)                  Price (1)              Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
        <S>                          <C>                        <C>                     <C>                         <C>
        Common Stock                 30,000                     $36.31                  $1,089,300                  $375.62
====================================================================================================================================
</TABLE>


(1) These amounts have been estimated solely for the purpose of calculating the
registration fee.  Pursuant to Rule 457(c), these amounts have been computed on
the basis of the average of the high and low prices for the Registrant's Common
Stock reported on the New York Exchange Composite Tape for July 25, 1994, a
date within five days prior to the date of filing of the Registration
Statement.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

     *   Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I
         of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents which have heretofore been filed by the Registrant
(Exchange Act File No. 1-9494) with the Commission (the "Commission") pursuant
to the Securities Act of 1933, as amended (the "1933 Act"), and pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated
by reference herein and shall be deemed to be a part hereof:

1.       The Registrant's Annual Report, dated April 7, 1994, filed with the
         Commission on Form 10-K for the fiscal year ended January 31, 1994;

2.       The Registrant's Quarterly Report, dated June 2, 1994, filed with the
         Commission on Form 10-Q for the fiscal quarter ended April 30, 1994;

3.       Annual Report of the Plan, dated July 28, 1994, filed with the
         Commission on Form 11-K for the plan year ended January 31, 1994
         concurrently with this Registration Statement; and

4.       Description of the Registrant's Common Stock contained in the
         Registration Statement filed with the Commission on Form S-1
         (Registration No. 33-12818), as most recently amended on May 5, 1987,
         including the Prospectus for the Registrant's Common Stock dated May
         5, 1987, as supplemented by the Registration Statement filed with the
         Commission on Form 8-A.





Tiffany & Co. Form S-8                                                    Page 2

<PAGE>   3
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which de-registers all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and made part hereof from their respective dates of filing (such
documents, and the documents listed above, being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act in each year during which the offering made
by this Registration Statement is in effect prior to the filing with the
Commission of the Registrant's Annual Report on  Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof form and after the filing of such
Annual Report on Form 10-K.

Any statement contained herein or in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

The Registrant will provide without charge to each person to whom a copy of the
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents referred to in this Item 3 of Part II which have
been or may be incorporated by reference in this Registration Statement, other
than exhibits thereto (unless such exhibits are specifically incorporated by
reference in such documents).  Requests for such copies should be directed to
Tarz Palomba, Assistant Secretary, Tiffany & Co., 727 Fifth Avenue, New York,
New York 10022; telephone (212) 605-4195.  Additional updating information with
respect to the securities and plan covered herein may be provided in the future
by means of supplements to the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The contents of the section entitled "Indemnification of Officers and
Directors" from registrant's Registration Statement on Form S-8, Registration
Statement No. 33-23651, are incorporated herein by reference.





Tiffany & Co. Form S-8                                                    Page 3

<PAGE>   4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

Exhibit Number            Description
- --------------            -----------

4.1                       Restated Certificate of Incorporation of the
                          registrant (incorporated by reference to Exhibit 3.1
                          to registrant's Report on Form 8-K dated June 23,
                          1989)

4.2                       By-Laws of the registrant as amended on July 21, 1994
                          (filed with this Registration Statement)

4.3                       Form of Rights Agreement dated as of November 17,
                          1988 by and between registrant and Manufacturers
                          Hanover Trust Company, as Rights Agent (incorporated
                          by reference to Exhibit 4.1 to registrant's Report on
                          Form 8-K dated November 18, 1988)

4.4                       Amendment to Rights Agreement dated as of September
                          21, 1989 by and between registrant and Manufacturers
                          Hanover Trust Company, as Rights Agent (incorporated
                          by reference to Exhibit 4.1 to registrant's Report on
                          Form 8-K dated September 28, 1989)

4.5                       Tiffany & Co. Employee Profit Sharing and Retirement
                          Savings Plan, as adopted by registrant's Board of
                          Directors on May 19, 1994 (filed with this
                          Registration Statement)

23.4                      Consent of Coopers & Lybrand, Independent Accountants
                          (filed with this Registration Statement)

24.1                      Powers of Attorney (filed with this Registration
                          Statement).

An opinion of counsel (Exhibit Number 5) is not being filed since the
securities being registered are not original issue securities and because the
Registrant hereby undertakes to





Tiffany & Co. Form S-8                                                    Page 4

<PAGE>   5
submit the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to qualify such
plan.


ITEM 9.  UNDERTAKINGS

         The contents of the sections entitled "Undertakings" and
"Indemnification of Officers and Directors" from Registrant's Registration
Statement on Form S-8, Registration Statement No. 33-23651, are incorporated
herein by reference.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York and State of New York, on the 28th day
of July, 1994.


                                        TIFFANY & CO.
                                        (Registrant)


                                     By: /s/ William R. Chaney 
                                        ------------------------------------
                                        (William R. Chaney, Chairman
                                        of the Board and President)

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated and on the date indicated.



<TABLE>
<CAPTION>
Signature                                  Title                             Date
- ---------                                  -----                             ----
<S>                                        <C>                            <C>
/s/ William R. Chaney                      Chairman of the Board          July 28, 1994
- ------------------------------------       and President (principal              
William R. Chaney                          executive officer)       
                                           
                                           
     *                                     Senior Vice President -        July 28, 1994
- ------------------------------------       Finance (principal                    
James N. Fernandez                         financial officer)
</TABLE>
                                   





Tiffany & Co. Form S-8                                                    Page 5

<PAGE>   6

<TABLE>
<CAPTION>
Signature                                  Title                               Date
- ---------                                  -----                               ----
<S>                                        <C>                            <C>
     *                                     Vice President -               July 28, 1994
- ------------------------------------       Treasurer and Controller                       
Larry M. Segall                            (principal accounting officer)
                                           
                                           
     *                                     Director                       July 28, 1994
- ------------------------------------                                                      
Jane A. Dudley

     *                                     Director                       July 28, 1994
- ------------------------------------                                                      
Samuel L. Hayes, III

     *                                     Director                       July 28, 1994
- ------------------------------------                                                      
Charles K. Marquis

     *                                     Director                       July 28, 1994
- ------------------------------------                                                      
William A. Shutzer

     *                                     Director                       July 28, 1994
- ------------------------------------                                                      
Geraldine Stutz
</TABLE>



Patrick B. Dorsey, by signing his name hereto, does hereby sign this document
pursuant to powers of attorney duly executed by the persons whose signature are
indicated with an asterisk, such powers of attorney being filed with the
Securities and Exchange Commission as an exhibit to this document, on behalf of
such persons, all in the capacities and on the date stated, such persons
including a majority of the directors of the registrant.




                                    By:     /s/ Patrick B. Dorsey     
                                            ------------------------------------
                                            Patrick B. Dorsey
                                            (Attorney-in-fact)






Tiffany & Co. Form S-8                                                    Page 6

<PAGE>   7
         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following members of the Tiffany
& Co. Employee Profit Sharing and Retirement Savings Plan Administrative
Committee on the date indicated.


<TABLE>
<CAPTION>
Signature                                  Title                    Date
- ---------                                  -----                    ----
<S>                                        <C>                      <C>
/s/ Patrick B. Dorsey                      Member                   July 28, 1994
- ------------------------------------                                             
Patrick B. Dorsey

     *                                     Member                   July 28, 1994
- ------------------------------------                                             
James N. Fernandez

     *                                     Member                   July 28, 1994
- ------------------------------------                                             
Michael H. Mitchell

     *                                     Member                   July 28, 1994
- ------------------------------------                                             
Steven M. Salyk
</TABLE>


Patrick B. Dorsey, by signing his name hereto, does hereby sign this document
pursuant to powers of attorney duly executed by the persons whose signatures
are indicated by an asterisk above, such powers of attorney being filed with
the Securities and Exchange Commission as an exhibit to this document, on
behalf of such persons, all in the capacities and on the date stated, such
persons including a majority of the members of the Tiffany & Co. Employee
Profit Sharing and Retirement Savings Plan Administrative Committee .


                                    By:     /s/ Patrick B. Dorsey               
                                            ------------------------------------
                                            Patrick B. Dorsey
                                            (Attorney-in-fact)






Tiffany & Co. Form S-8                                                    Page 7

<PAGE>   8
                                 EXHIBIT INDEX


         Each exhibit is listed according to the number assigned to it in the
Exhibit Table of Item 601 of Regulation S-K.  The exhibit numbers preceded by
an asterisk (*) indicate exhibits physically filed with this Registration
Statement.  All other exhibit numbers indicate exhibits filed by incorporation
by reference herein.



<TABLE>
<CAPTION>
Exhibit No.    Description                                                                          Page
- -----------    -----------                                                                          ----
   <S>         <C>                                                                                  <C>
      4.1      Restated Certificate of Incorporation of the registrant
               (incorporated by reference to Exhibit 3.1 to registrant's
               Report on Form 8-K dated June 23, 1989)
       
    * 4.2      By-Laws of the registrant as amended on July 21, 1994  . . . . . . . . . . . . . .    9
       
      4.3      Form of Rights Agreement dated as of November 17, 1988 by and between
               registrant and Manufacturers Hanover Trust Company, as Rights Agent
               (incorporated by reference to Exhibit 4.1 to registrant's Report on
               Form 8-K dated November 18, 1988)
       
      4.4      Amendment to Rights Agreement dated as of September 21, 1989 by
               and between registrant and Manufacturers Hanover Trust Company, as
               Rights Agent (incorporated by reference to Exhibit 4.1 to registrant's
               Report on Form 8-K dated September 28, 1989)
       
    * 4.5      Tiffany & Co. Employee Profit Sharing and Retirement Savings
               Plan, as adopted by registrant's Board of Directors on May 19,
               1994                       . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
       
   * 23.4      Consent of Coopers & Lybrand, Independent Accountants  . . . . . . . . . . . . . .    63
       
   * 24.1      Powers of Attorney         . . . . . . . . . . . . . . . . . . . . . . . . . . . .    64
</TABLE>






Tiffany & Co. Form S-8                                                    Page 8





<PAGE>   1

                                                                     EXHIBIT 4.2
                                RESTATED BY-LAWS
                         AS LAST AMENDED JULY 21, 1994
                                      -OF-
                     TIFFANY & CO., A DELAWARE CORPORATION
                       (HEREIN CALLED THE "CORPORATION")
                                    -oo0oo-


                                   ARTICLE 1

                                  Stockholders


SECTION 1.01.  Annual Meeting.  The Board of Directors by resolution shall
designate the time, place and date (which shall be, in the case of the first
annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.

SECTION 1.02.  Notice of Meetings of Stockholders.  Whenever stockholders are
required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the
meeting is to be dispensed with in accordance with the provisions of Article
SIXTH of the Certificate of Incorporation of the Corporation) which shall state
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.  The written notice of
any meeting shall be given, personally or by mail,
 not less than ten nor more
than sixty days before the date of the meeting to each stockholder entitled to
vote at such meeting.  If mailed, such notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation.

When a meeting is adjourned to another time or place, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting.  If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.





Tiffany & Co. Form S-8                                                    Page 9

<PAGE>   2
SECTION 1.03.  Quorum.  At all meetings of the stockholders, the holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business.

When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any stockholders.

The stockholders present may adjourn the meeting despite the absence of a
quorum and at any such adjourned meeting at which the requisite amount of
voting stock shall be represented, the Corporation may transact any business
which might have been transacted at the original meeting had a quorum been
there present.

SECTION 1.04.  Method of Voting.  The vote upon any question before the meeting
need not be by ballot.  All elections and all other questions shall be decided
by a plurality of the votes cast, at a meeting at which a quorum is present,
except as expressly provided otherwise by the General Corporation Law of the
State of Delaware or the Certificate of Incorporation.

SECTION 1.05.  Voting Rights of Stockholders and Proxies.  Each stockholder of
record entitled to vote in accordance with the laws of the State of Delaware,
the Certificate of Incorporation or these By-Laws, shall at every meeting of
the stockholders be entitled to one vote in person or by proxy for each share
of stock entitled to vote standing in his name on the books of the Corporation,
but no proxy shall be voted on after three years from its date, unless the
proxy provides for a longer period.

SECTION 1.06.  Ownership of its Own Stock.  Shares of its own capital stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Corporation, shall neither be entitled
to vote nor be counted for quorum purposes.  Nothing in this section shall be
construed as limiting the right of any corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.

SECTION 1.07.  Voting by Fiduciaries and Pledgors.   Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held.  Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the Corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
such stock and vote thereon.

If shares or other securities having voting power stand of record in the names
of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares,
unless the Secretary of the Corporation is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with





Tiffany & Co. Form S-8                                                   Page 10

<PAGE>   3
respect to voting shall have the following effect:

         (1)    If only one votes, his act binds all;

         (2)    If more than one votes, the act of the majority so voting
                binds all;

         (3)    If more than one votes, but the vote is evenly split on any 
                particular matter, each faction may vote the securities in 
                question proportionally, or any person voting the shares, or a 
                beneficiary, if any, may apply to the Court of Chancery or 
                such other court as may have jurisdiction to appoint an
                additional person to act with the persons so voting the 
                shares, which shall then be voted as determined by a majority 
                of such persons and the person appointed by the Court.  If
                the instrument so filed shows that any such tenancy is held in 
                unequal interests, a majority or even-split for the purpose of
                this subsection shall be a majority or even-split in interest.


SECTION 1.08.  Fixing Date for Determination of Stockholders of Record.  In
order to determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior
to any other action.  If no record date is fixed by the Board of Directors, the
record date shall be determined in accordance with the provisions of the
General Corporation Law of the State of Delaware.

SECTION 1.09.  List of Stockholders.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least  ten days prior to the meeting, either at a place within the
city where the meeting is to be held (which place shall be specified in the
notice of the meeting) or, if not so specified, at the place where said meeting
is to be held, and the list shall be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who may be present.  Upon the willful neglect or refusal of the
directors to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting.

SECTION 1.10.  Stockholder's Right of Inspection.  Stockholders of record, in
person or by attorney or other agent, shall have the right, upon written demand
under oath stating the





Tiffany & Co. Form S-8                                                   Page 11

<PAGE>   4
purpose thereof, during the usual hours for business to inspect for any proper
purpose the Corporation's stock ledger, a list of its stockholders, and its
other books and records, and to make copies or extracts therefrom.  A proper
purpose shall mean a purpose reasonably related to such person's interest as a
stockholder.  In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder.  The demand
under oath shall be directed to the Corporation at its registered office in
this State or at its principal place of business.

The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by Section 1.01 or the
books of the Corporation, or to vote in person or by proxy at any meeting of
the stockholders.

SECTION 1.11.  Conduct of Meetings.  Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting:  the Chairman of the Board of Directors, if any, the Vice
Chairman of the Board of Directors, if any, the President, a Vice President,
or, if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders.  The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but
if neither the Secretary nor an Assistant Secretary is present, the chairman of
the meeting shall appoint a secretary of the meeting.  In the conduct of a
meeting of the stockholders, all of the powers and authority vested in a
presiding officer by law or practice shall be vested in the chairman of the
meeting.

SECTION 1.12.  Advance Notice of Stockholder Proposals.  At any meeting of
the stockholders, only such business shall be conducted as shall have been
brought before the meeting (i) by or at the direction of the Board of Directors
or (ii) by any stockholder of the Corporation who complies with the notice
procedures set forth in this Section 1.12.  For business to be properly brought
before any meeting of the stockholders by a stockholder, the stockholder must
have given notice thereof in writing to the Secretary of the Corporation at the
principal executive offices of the Corporation, which written notice must be
received by the Secretary of the Corporation not less than 60 days in advance of
such meeting or, if later, the fifteenth day following the first public
disclosure of the date of such meeting (by mailing of notice of the meeting or
otherwise).  A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (1) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (2) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business, (3) the class, series and number of shares of the Corporation that are
beneficially owned by the stockholder, and (4) any material interest of the
stockholder in such business.  In addition, the stockholder making such proposal
shall promptly provide any other information reasonably requested by the
Corporation.  Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any meeting of the stockholders except in





Tiffany & Co. Form S-8                                                   Page 12

<PAGE>   5
accordance with the procedures set forth in this Section 1.12.  The Chairman of
any such meeting shall direct that any business not properly brought before the
meeting shall not be considered.



                                   ARTICLE II

                                   Directors


SECTION 2.01.  Management of Business.  The business of the Corporation shall
be managed by its Board of Directors.

The Board of Directors, in addition to the powers and authority expressly
conferred upon it herein, by statute, by the Certificate of Incorporation of
the Corporation or otherwise, is hereby empowered to exercise all such powers
as may be exercised by the Corporation, except as expressly provided otherwise
by the statutes of the State of Delaware, by the Certificate of Incorporation
of the Corporation or by these By-Laws.

Without prejudice to the generality of the foregoing, the Board of Directors,
by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities
of the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors.  The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices
at which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of any such
right or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such rights or
options.  In the absence of actual fraud in the transaction, the judgment of
the directors as to the consideration for the issuance of such rights or
options and the sufficiency thereof shall be conclusive.  In case the shares of
stock of the Corporation to be issued upon the exercise of such rights or
options shall be shares having a par value, the price or prices so to be
received therefor shall not be less than the par value thereof.  In case the
shares of stock to be issued shall be shares of stock without par value, the
consideration therefor shall be determined in the manner provided in Section
153 of the General Corporation Law of the State of Delaware.


SECTION 2.02.  Qualifications and Number of Directors.





Tiffany & Co. Form S-8                                                   Page 13

<PAGE>   6
Directors need not be stockholders.  The number of directors which shall
constitute the whole Board shall be seven (7), but such number as determined by
the Board of Directors may be increased or decreased and subsequently again
from time to time increased or decreased by an amendment to these By-Laws.  In
order to qualify for election or appointment directors shall be younger than 72
years when elected or appointed and a director may be removed by action of the
Board of Directors if such director shall have failed to submit his or her
resignation on or before the first meeting of the Board of Directors occurring
following the 72nd birthday of such director, provided that the Board of
Directors may in its discretion, by specific resolution taken without the
participation of the director in question, waive the provisions of this
sentence with respect to an individual director whose continued service is
deemed uniquely important to the Corporation.

SECTION 2.03.  Election and Term.  The directors shall be elected at the annual
meeting of the stockholders, and each director shall be elected to hold office
until his successor shall be elected and qualified, or until his earlier
resignation or removal.

SECTION 2.04.  Resignations.  Any director of the Corporation may resign at any
time by giving written notice to the Corporation.  Such resignation shall take
effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the Corporation;  and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 2.05.  Vacancies and Newly Created Directorships.  Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until their successors shall be elected and qualified,
or until their earlier resignation or removal.  When one or more directors
shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office as herein provided in the filling of other vacancies.

SECTION 2.06.  Quorum of Directors.  At all meetings of the Board of Directors,
a majority of the entire Board, but not less than two directors, shall
constitute a quorum for the transaction of business, except that when a board
of one director is authorized, then one director shall constitute a quorum.
The act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors except as provided in
Sections 2.05 and 2.12 hereof.

A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting of the directors to another time and place.  Notice of any
adjournment need not be given if such time and place are announced at the
meeting.





Tiffany & Co. Form S-8                                                   Page 14

<PAGE>   7
SECTION 2.07.   Annual Meeting.  The newly elected Board of Directors shall
meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.

SECTION 2.08.   Regular Meetings.  Regular meetings of the Board of Directors
may be held at such time and place, within or without the State of Delaware, as
shall from time to time be fixed by the Board and no notice thereof shall be
necessary.

SECTION 2.09.  Special Meetings.  Special meetings may be called at any time by
the President, any Vice-President, the Treasurer or the Secretary or by
resolution of the Board of Directors.  Special meetings shall be held at such
place, within or without the State of Delaware, as shall be fixed by the person
or persons calling the meeting and stated in the notice or waiver of notice of
the meeting.

Special meetings of the Board of Directors shall be held upon notice to the
directors or waiver thereof.

Unless waived, notice of each special meeting of the directors, stating the
time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than the second day prior to the
meeting, or by mailed letter deposited in the United States mail with postage
thereon prepaid not later than the seventh day prior to the meeting.  Notices
of special meetings of the Board of Directors and waivers thereof need not
state the purpose or purposes of the meeting.

SECTION 2.10.  Action Without a Meeting.  Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in a writing or writings and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

SECTION 2.11.  Compensation.  Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the
Board of Directors; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

SECTION 2.12.  Executive Committee.  The Board of Directors may, by resolution
or resolutions, passed by a majority of the whole Board, designate an Executive
Committee (and may discontinue the same at any time) to consist of one or more
of the directors of the Corporation.  The members shall be appointed by the
Board and shall hold office during the pleasure of the Board.  The Board may
designate one or more directors as alternate members of the Committee, who may
replace an absent or disqualified member at any





Tiffany & Co. Form S-8                                                   Page 15

<PAGE>   8
meeting of the Committee.  The Executive Committee shall have and may exercise
all the powers of the Board of Directors (when the Board is not in session) in
the management of the business and affairs of the Corporation (and may
authorize the seal of the Corporation to be affixed to all papers which may
require it), except that the Executive Committee shall have no power (a) to
elect directors; (b) to alter, amend or repeal these By-Laws or any resolution
or resolutions of the directors designating an Executive Committee; (c) to
declare any dividend or make any other distribution to the stockholders of the
Corporation; or (d) to appoint any member of the Executive Committee.  Regular
meetings of the Executive Committee may be held at such time and place, within
or without the State of Delaware, as shall from time to time be fixed by the
Executive Committee and no notice thereof shall be necessary.  Special meetings
may be called at any time by any officer of the Corporation or any member of
the Executive Committee.  Special meetings shall be held at such place, within
or without the State of Delaware, as shall be fixed by the person calling the
meeting and stated in the notice or waiver of the meeting.  A majority of the
members of the Executive Committee shall constitute a quorum for the
transaction of business and the act of a majority present at which there is a
quorum shall be the act of the Executive Committee.  Notice of each special
meeting of the Executive Committee shall be given (or waived) in the same
manner as notice of a directors' meeting.

SECTION 2.13.  Other Committees.  The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation.  Any such
committee, to the extent provided in the resolution of the Board and subject to
any restrictions or limitations on the delegation of power and authority
imposed by applicable Delaware law, shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it.  Any such committee shall keep written minutes of
its meetings and report such minutes to the Board at the next regular meeting
of the Board.



                                  ARTICLE III

                                    Officers


SECTION 3.01.  Number.  The officers of the Corporation shall be chosen by the
Board of Directors.  The officers shall be a President, a Secretary and a
Treasurer, and such number of Vice-Presidents, Assistant Secretaries and
Assistant Treasurers, and such other officers, if any, as the Board may from
time to time determine.  The Board may choose such other agents as it shall
deem necessary.  Any number of offices may be held by the same person.





Tiffany & Co. Form S-8                                                   Page 16

<PAGE>   9
SECTION 3.02.  Terms of Office.  Each officer shall hold his office until his
successor is chosen and qualified or until his earlier resignation or removal.
Any officer may resign at any time by written notice to the Corporation.

SECTION 3.03.  Removal.  Any officer may be removed from office at any time by
the Board of Directors with or without cause.

SECTION 3.04.  Authority.  The Secretary shall record all of the proceedings of
the meetings of the stockholders and directors in a book to be kept for that
purpose, and shall have the authority, perform the duties and exercise the
powers in the management of the Corporation usually incident to the office held
by him, and/or such other authority, duties and powers as may be assigned to
him from time to time by the Board of Directors or the President.  The other
officers, and agents, if any, shall have the authority, perform the duties and
exercise the powers in management of the Corporation usually incident to the
offices held by them, respectively, and/or such other authority, duties and
powers as may be assigned to them from time to time by the Board of Directors
or (except in the case of the President) by the President.

SECTION 3.05.  Voting Securities Owned by the Corporation.  Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the President or any Vice-President and any such
officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which,
as the owner thereof, the Corporation might have exercised and possessed if
present.  The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.


                                   ARTICLE IV

                                 Capital Stock


Section 4.01.  Stock Certificates.  Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the
President or a Vice-President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an assistant Secretary, of the Corporation, certifying the
number of shares owned by him in the Corporation.  Where such certificate is
signed (1) by a transfer agent other than the Corporation or its employee, or
(2) by a registrar other than the Corporation or its employee, the signatures
of the officers of the Corporation may be facsimiles.  In case any officer who
has signed or whose facsimile





Tiffany & Co. Form S-8                                                   Page 17

<PAGE>   10
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of issue.

SECTION 4.02.  Transfers.  Stock of the Corporation shall be transferable in
the manner prescribed by the laws of the State of Delaware.

SECTION 4.03.  Registered Holders.  Prior to due presentment for registration
of transfer of any security of the Corporation in registered form, the
Corporation shall treat the registered owner as the person exclusively entitled
to vote, to receive notifications and to otherwise exercise all the rights and
powers of an owner, and shall not be bound to recognize any equitable or other
claim to, or interest in, any security, whether or not the Corporation shall
have notice thereof, except as otherwise provided by the laws of the State of
Delaware.

SECTION 4.04.  New Certificates.  The Corporation shall issue a new certificate
of stock in the place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, if the owner:  (1) so requests before the
Corporation as notice that the shares of stock represented by that certificate
have been acquired by a bona fide purchaser; (2) files with the Corporation a
bond sufficient (in the judgment of the directors) to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss or
theft of that certificate or the issuance of a new certificate; and (3)
satisfies any other requirements imposed by the directors that are reasonable
under the circumstances.  A new certificate may be issued without requiring any
bond when, in the judgment of the directors, it is proper so to do.


                                   ARTICLE V

                                 Miscellaneous


SECTION 5.01.  Offices.  The registered office of the Corporation in the State
of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.  The Corporation may also have offices at other
places within and/or without the State of Delaware.

SECTION 5.02.  Seal.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation and the words "Corporate Seal
Delaware."

SECTION 5.03.  Checks.  All checks or demands for money shall be signed by such
person or persons as the Board of Directors may from time to time determine.





Tiffany & Co. Form S-8                                                   Page 18

<PAGE>   11
SECTION 5.04.  Fiscal Year.  The fiscal year shall begin the first day of
February in each year and shall end on the thirty-first day of January of the
following year.

SECTION 5.05.  Waivers of Notice:  Dispensing with Notice.  Whenever any notice
whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation
of the Corporation, or of these By-Laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

        Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

        Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such person
or without giving or without applying for a license or permit to give any such
notice to any such person with whom communication is made unlawful as aforesaid,
shall have the same force and effect as if such notice had been given as
provided under the provisions of the General Corporation Law of the State of
Delaware, or under the provisions of the Certificate of Incorporation of the
Corporation or of these By-Laws.  In the event that the action taken by the
Corporation is such as to require the filing of a certificate under any of the
other sections of this title, the certificate shall state, if such is the fact
and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

SECTION 5.06.  Loans to and Guarantees of Obligations of Employees and
Officers.  The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation.  The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including without limitation, a pledge of shares of
stock of the Corporation.  Nothing in this Section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation
at common law or under any other statute.




Tiffany & Co. Form S-8                                                   Page 19

<PAGE>   12
SECTION 5.07.  Amendment of By-Laws.  These By-Laws may be altered, amended or
repealed at any meeting of the Board of Directors.

SECTION 5.08.  Section Headings and Statutory References.  The headings of the
Articles and Sections of these By-Laws, and the references in brackets to
relevant sections of the General Corporation Law of the State of Delaware, have
been inserted for convenience of reference only and shall not be deemed to be a
part of these By-Laws.

                                   ARTICLE VI


SECTION 6.01.  Indemnification of Directors and Officers.  The Corporation
shall, to the fullest extent permitted by law, indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including without limitation an action by or in the right of
the Corporation) by reason of the fact that he is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

The right of indemnity provided herein shall not be exclusive and the
Corporation may provide indemnification to any person, by agreement or
otherwise, on such terms and conditions as the Board of Directors may approve.
Any agreement for indemnification of any director, officer, employee or other
person may provide indemnification rights which are broader or otherwise
different from those set forth herein.

No repeal or modification of this Article or of relevant provisions of the
Delaware General Corporation Law or any other applicable laws shall affect or
diminish in any way the rights of any person to indemnification under the
provisions hereof with respect to any action, suit, proceeding or investigation
arising out of, or relating to, any actions, transactions or facts occurring
prior to the final adoption of such repeal or modification.





Tiffany & Co. Form S-8                                                   Page 20

<PAGE>   13
SECTION 6.02.  Insurance.  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.





Tiffany & Co. Form S-8                                                   Page 21



<PAGE>   1
                                                                     Exhibit 4.5

                                 TIFFANY & CO.
              EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
- --------------------------------------------------------------------------------

                              ARTICLE I.  PURPOSE

         Effective as of February 1, 1988, Tiffany & Co. (the "Company"), a
Delaware corporation with its executive offices and principal place of business
at 727 Fifth Avenue, New York, NY 10022, established the Tiffany & Co. Employee
Stock Ownership Plan (the "Plan") and executed a trust agreement establishing
the Tiffany & Co. Employee Stock Ownership Trust, which is intended to form a
part of the Plan.  The purpose of the Plan is to provide its eligible employees
with the benefits of ownership of the common stock of the Company under the
terms of the Plan and to motivate eligible employees to contribute to the
financial success of the Company.

         Effective August 1, 1994, the Tiffany & Co. Employee Stock Ownership
Plan was amended to establish a cash or deferred arrangement under Section
401(k) of the Internal Revenue Code of 1986, as amended, and was renamed the
"Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan (the
"Plan").    The Plan and its related Trust, which is a part of the Plan, are
maintained for the exclusive benefit of eligible employees and their
beneficiaries.  The portion of the Plan establishing an employee stock

ownership feature has been adopted to meet the requirements of a qualified
employee stock ownership plan and stock bonus plan under Sections 401(a) and
4975(e)(7) of the Internal Revenue Code of 1986, as amended.  The portion of
the Plan establishing the cash or deferred arrangement under Section 401(k) of
the Internal Revenue Code of 1986, as amended, has been adopted to meet the
requirements of a profit sharing plan and a qualified cash or deferred
arrangement under Sections 401(a) and 401(k) of the Internal Revenue Code of
1986, as amended.

         The provisions of this Plan, as set forth herein, shall apply only to
an Employee who terminates employment on or after August 1, 1994 (the
"Effective Date").

                   ARTICLE II.  DEFINITIONS AND CONSTRUCTION

2.1      DEFINITIONS:  Capitalized words and phrases appearing in this Plan
shall have the respective meanings set forth in this Article, unless the
context clearly indicates to the contrary.





Tiffany & Co. Form S-8                                                   Page 22

<PAGE>   2
2.2      PRINCIPAL ENTITIES:

         (a)     Plan:  The Tiffany & Co. Employee Profit Sharing and
         Retirement Savings Plan, the plan set forth herein, as amended from
         time to time.

         (b)     Trust (or Trust Fund):  The fund known as the Tiffany & Co.
         Employee Profit Sharing and Retirement Savings Trust, maintained in
         accordance with the terms of the trust agreement, as from time to time
         amended, which constitutes a part of this Plan.

         (c)     Company:  The Company or any successor corporation which
         adopts the Plan.

         (d)     Employer: The Company or any Related Company which is
         the employer of an Employee.

         (e)     Trustee:  The corporation or individuals appointed by the
         Board of Directors of the Company to be Trustee under the Trust.

         (f)     Committee:  The persons appointed pursuant to Article VIII to
         assist in the administration of the Plan in accordance with said
         Article.

         (g)     Employee:  Any person employed in the United States by the
         Company or any Related Company.

         (h)     Eligible Employee:

                 (i)  With respect to the ESOP Feature, an Employee who is not
                 and has not been an Executive Officer of the Company on or
                 within six months prior to any date relevant hereunder to the
                 determination of his participation;

                 (ii)  With respect to the 401(k) Feature, an Employee who
                 completes one Year of Service as computed from his date of
                 hire; and

                 (iii)  Notwithstanding anything else in the Plan to the
                 contrary, an Employee employed by Glassware Acquisition Inc.
                 shall not be eligible to participate under the Plan.

         (i)     Participant:  An Employee participating in the Plan in
         accordance with the provisions of Section 3.1.

         (j)     Former Participant:  A Participant whose employment with an
         Employer has terminated but who has a vested account balance under the
         Plan which has not been paid in full and therefore is continuing to
         participate in the allocation of Trust Fund income.





Tiffany & Co. Form S-8                                                   Page 23

<PAGE>   3
         (k)     Fiduciaries:  The Company and the Trustee, but only with
         respect to the specific responsibilities of each for Plan and Trust
         administration, all as described in Section 8.1.

         (l)     Beneficiary:  A person or persons (natural or otherwise)
         designated by a Participant in accordance with the provisions of
         Section 6.6 to receive any death benefit which shall be payable under
         the Plan.

         (m)     ESOP Feature:  The portion of the Plan that was adopted to
         meet the requirements of a qualified employee stock ownership plan and
         stock bonus plan under Sections 401(a) and 4975(e)(7) of the Code.

         (n)     401(k) Feature:  The portion of the Plan that was adopted to 
         meet the requirements of a qualified cash or deferred arrangement and
         profit sharing plan under Sections 401(a) and 401(k) of the Code.

         (o)     Executive Officer:  An Employee designated from time to
         time by the Company's Board of Directors as an officer for purposes of
         Section 16 of the Securities Exchange Act of 1934.

2.3      DETERMINATION OF BENEFITS:

         (a)     Service:  The period of a Participant's employment considered
         in accordance with Section 3.2 in the determination of his eligibility
         for benefits under the Plan.

         (b)     Authorized Leave of Absence:  Any absence authorized by the
         Employer under the Employer's standard personnel practices, provided
         that all persons under similar circumstances are treated alike in the
         granting of such Authorized Leaves of Absences, and provided further
         that the Employee returns or retires within the period of authorized
         absence.  An absence due to service in the armed forces of the United
         States shall be considered an Authorized Leave of Absence provided
         that the Employee complies with all of the requirements of Federal law
         in order to be entitled to reemployment and provided further that the
         Employee returns to employment with the Employer within the period
         provided by such law.

         (c)     Compensation:  The total remuneration which a Participant
         receives for work or personal services performed for an Employer, as
         reported on form W-2.  Effective February 1, 1994, any amount in
         excess of $150,000 in any single plan year (as adjusted for increases
         in the cost-of-living pursuant to Section 401(a)(17) of the Code)
         shall be excluded.





Tiffany & Co. Form S-8                                                   Page 24

<PAGE>   4
         (d)     Company Stock:  Shares of common stock of $.01 par value of
         the Company which constitute "employer securities" under Section
         4975(e)(8) of the Code.

         (e)     Participant Stock Account:  The account of a Participant which
         is credited with his allocable shares of Company Stock purchased and
         paid for by the Trust under the ESOP Feature or contributed to the
         Trust under the ESOP Feature.  This account is measured in shares of
         Company Stock.

         (f)     Annual Additions:  The aggregate of amounts credited to a
         Participant Stock Account from Company contributions, any forfeitures
         credited to the Participant Stock Account and any Tax Deferred
         Contributions credited to the Participant's Tax Deferred Contributions
         Account.

         (g)     Disability:  A physical or mental condition which, in the
         judgment of the Committee, based upon medical reports and other
         evidence satisfactory to the Committee, presumably permanently
         prevents an Employee from satisfactorily performing his usual duties
         for his Employer or the duties of such other position or job which his
         Employer makes available to him and for which such Employee is
         qualified by reason of his training, education or experience.

         (h)     Unallocated Stock Account:  The interim account used to
         reflect unleveraged stock acquisitions by the Trust prior to the
         allocation of such stock to Participant Stock Accounts.

         (i)     Suspense Account:  The account used to reflect stock acquired
         with loan proceeds pursuant to Section 7.3.

         (j)     Related Company:

                 (i)              Any corporation which is a member of a
                                  controlled group of corporations (within the
                                  meaning of Section 1563(a) of the Code,
                                  determined without regard to Sections
                                  1563(a)(4) and (e)(3)(c) of the Code of which
                                  the Company is a component member and each
                                  company (whether or not incorporated) which
                                  is under common control with the Company, as
                                  such common control is defined in Section
                                  414(c) of the Code and Regulations issued
                                  thereunder.  For the purpose of applying
                                  Section 414 of the Code, "more than 50%"
                                  shall be substituted for "at least 80%" each
                                  place it appears in Section 1563(a)(1).

                 (ii)             Any entity within an affiliated service group
                                  as determined by sections 414(m) and (o) of
                                  the Code.





Tiffany & Co. Form S-8                                                   Page 25

<PAGE>   5
         (k)     Highly Compensated:  Any Employee who during the year or
                 preceding year:

                 (i)              was at any time a 5% owner of the Company or
                                  an Employer; or

                 (ii)             received Compensation in excess of $99,000; or

                 (iii)            received Compensation from an Employer in 
                                  excess of $66,000 and was in the top paid 
                                  group of Employees (as defined in Section 
                                  414(q) of the Code) for the year; or

                 (iv)             was at any time an officer of the Company or
                                  an Employer and received compensation greater
                                  than 50% of the amount in effect under
                                  Section 415(b)(1)(A) of the Code for such
                                  year.

         In determining who is Highly Compensated, the Committee shall apply
         the rules set forth in Section 414(q) of the Code and any regulations
         issued thereunder.

         (l)     Retirement:  Termination from employment after attaining age
         65.

         (m)     401(k) Compensation: (i) In the case of an Employee who is not
         paid on a piecework basis, the actual base salary paid to him for
         services rendered to the Company (exclusive of amounts attributable to
         the exercise of employee stock options), including straight time for
         all hours worked, commissions, bonuses, premiums and incentives; and
         (ii) in the case of an Employee who is paid on a piecework basis, the
         actual remuneration paid to him.  Any amount in excess of $150,000 (as
         adjusted for increases in the cost-of-living pursuant to Section
         401(a)(17) of the Code) shall be excluded.

         (n)     Tax Deferred Contributions:  Contributions to the Trust on
         behalf of a Participant who is an Employee made pursuant to an
         election under Section 401(k) of the Code as provided for in Article
         IV of the Plan.

         (o)     Tax Deferred Contributions Account:  The account of a
         Participant which is credited with his Tax Deferred Contributions as
         defined under Section 2.3(n).

         (p)     Rollover Contributions:  Contributions to the Trust by an
         Employee or Participant constituting eligible rollover distributions
         under Section 402(a)(5) or Section 408(d)(3)(A)(ii) of the Code as
         provided for in Article IV of the Plan.





Tiffany & Co. Form S-8                                                   Page 26

<PAGE>   6
         (q)     Rollover Contributions Account:  The account of an Employee or
         Participant which is credited with his Rollover Contributions as
         defined under Section 2.3(p).

         (r)     Balanced Blend Fund:  A fund invested in a diversified
         selection of individual investment funds, including bond funds, common
         stock funds and other fixed income and equity funds, as may be
         purchased by the Trustee in its sole discretion.

         (s)     Common Stock Fund:  A fund invested in common or capital
         stocks of large publicly traded U.S. companies, and such other types
         of equity investments as may be purchased by the Trustee in its sole
         discretion, including investments in any commingled trust established
         by the Trustee for the investment of funds of profit sharing and
         pension plans which trust is exempt from tax under Section 501(a) of
         the Code by reason of qualifying under Section 401(a) of the Code,
         mutual funds or pooled investment funds or trusts which invest
         primarily in such equity investments.

         (t)     GIC Fund:  A fund invested in a diversified portfolio
         primarily comprised of guaranteed investment contracts offered by
         insurance companies and investment contracts offered by banks and
         other short-term obligations, as may be purchased by the Trustee in
         its sole discretion, including investments in any commingled trust
         established by the Trustee for the investment of funds of
         profit-sharing and pension plans which trust is exempt from tax under
         Section 501(a) of the Code by reason of qualifying under Section
         401(a) of the Code, mutual funds or pooled investment funds or trusts
         which invest primarily in such obligations.

         (u)     Special Capital Fund:  A fund invested in common or capital
         stocks of smaller publicly traded U.S. companies, and such other types
         of equity investments as may be purchased by the Trustee in its sole
         discretion, including investments in any commingled trust established
         by the Trustee for the investment of funds of profit sharing and
         pension plans which trust is exempt from tax under Section 501(a) of
         the Code by reason of qualifying under Section 401(a) of the Code,
         mutual funds or pooled investment funds or trusts which invest
         primarily in such equity investments.

         (v)     Valuation Date:  The [first] day of each month.

2.4      OTHER DEFINITIONS:

         (a)     Effective Date:  August 1, 1994, the date on which the
         provisions of this Plan became effective.





Tiffany & Co. Form S-8                                                   Page 27

<PAGE>   7
         (b)     ERISA:  Public Law No. 93-406, the Employee Retirement Income
         Security Act of 1974, as amended from time to time.

         (c)     Plan Year:  The 12-month period commencing on February 1 and
         ending on January 31.

         (d)     Allocation Date:  For purposes of allocating income, April 30,
         July 31, October 31 and January 31.  For purposes of allocating
         Employer contributions and Employee forfeitures, January 31 of each
         Plan Year.

         (e)     Code:  The Internal Revenue Code of 1986, as amended from time
         to time.

         (f)     Enrollment Months: The months of February, May, August and 
         November in each year.

         (g)     Forfeiture:  The portion of a Participant's Participant Stock
         Account forfeited on termination of employment as provided under
         Section 6.4 below.

         (h)     401(k) Accounts:  The portion of the Trust allocable to a
         Participant's Tax Deferred Contributions Account and Rollover
         Contributions Account.

         (i)     Telephonic System:  The telephonic interactive voice response
         system maintained by the Plan's recordkeeper as authorized by the
         Committee.

2.5 CONSTRUCTION:  The masculine gender, where appearing in the Plan, shall be
deemed to include the feminine gender and the singular to include the plural,
unless the context clearly indicates to the contrary.  The words "hereof",
"herein", and other similar compounds of the word "here" shall mean and refer
to the entire Plan, not to any particular provision or Section.  Article and
Section headings are included for convenience of reference and are not intended
to add to, or subtract from, the terms of the Plan.

                    ARTICLE III.  PARTICIPATION AND SERVICE

3.1      PARTICIPATION:  An Eligible Employee who was a Participant in the Plan
on January 31, 1994, shall continue as a Participant in the Plan with respect
to the ESOP Feature.  Any other Eligible Employee shall become a Participant
with respect to the ESOP Feature as of the first day of the first Plan Year on
which he is an Eligible Employee.  An Eligible Employee as of the Effective
Date shall become a Participant with respect to the 401(k) Feature as of the
Effective Date; provided, that he elects to participate in the Plan through use
of the Telephonic System.  An Employee who is not an Eligible Employee as of
the Effective Date may become a





Tiffany & Co. Form S-8                                                   Page 28

<PAGE>   8
Participant with respect to the 401(k) Feature during the first Enrollment
Month that occurs after he becomes an Eligible Employee; provided, that he
elects to participate in the Plan during such Enrollment Month that occurs
after he becomes an Eligible Employee through use of the Telephonic System.  An
Eligible Employee who fails to elect participation in the 401(k) Feature of the
Plan during the first Enrollment Month may subsequently, from time to time,
elect to participate in the 401(k) Feature of the Plan through use of the
Telephonic System.  Participation in the 401(k) Feature shall become effective
as of the first day of the Enrollment Month next following such election to
participate, unless such election to participate is made during an Enrollment
Month, in which case such election to participate shall become effective [on
the day after] such election is communicated to the Plan recordkeeper.  Any
election to participate in the 401(k) Feature shall be effective as to 401(k)
Compensation earned after the date of such election.  All such elections to
participate in the 401(k) Feature shall be confirmed by the Plan's recordkeeper
to the participant and to the Plan.

3.2      SERVICE:  A Participant's eligibility for certain benefits under the
Plan shall be determined by his period of Service.  Service shall be based on
Hours of Employment and Years of Service, disregarding: (i) any years when the
Participant had fewer than 1,000 Hours of Employment determined under Section
3.5;  and (ii) Years of Service before the Effective Date, except that Years of
Service before the Effective Date will be counted if the Employee was employed
on the Effective Date.  A "Year of Service" shall be determined by reference to
the date on which the Employee's employment with an Employer commenced or
re-commenced, as the case may be, and shall consist of twelve-month periods
commencing with such date or the anniversary of such date.

3.3      PARTICIPATION AND SERVICE UPON REEMPLOYMENT:  Except for the
continuing Participation in Trust Fund Income of a Former Participant,
Participation in the Plan shall cease upon termination of employment with an
Employer.  Employment shall be considered terminated only if an Employee is not
on an Authorized Leave of Absence and is no longer receiving or entitled to
receive credit for Hours of Employment under Section 3.5.  Typically,
termination of employment will have resulted from Retirement, death, voluntary
or involuntary termination of employment, unauthorized absence, or by failure
to return to active employment with an Employer or to retire by the date on
which an Authorized Leave of Absence expired.

         If such a termination of employment occurred prior to February 1,
1988, upon reemployment, the Employee shall be treated as a new Employee for
all purposes of the Plan.





Tiffany & Co. Form S-8                                                   Page 29

<PAGE>   9
         Upon an Employee's termination of employment on or after February 1,
1988, a Plan Year during which the Employee completes less than 500 hours of
employment due to a termination of employment, shall constitute a "1-year Break
in Service".

         Upon the reemployment of any person after the Effective Date who had
previously been employed by an Employer on or after the Effective Date, the
following rules shall apply in determining his Participation in the Plan and
his Service under Section 3.2:

         (a)     Participation Before a Break in Service:  If an Eligible
         Employee is rehired before he has a 1-year Break in Service, (i) he
         shall participate under the ESOP Feature of the Plan as of the date of
         his reemployment if he was a Participant on the date his employment
         terminated, or, if he was not a Participant on the date his employment
         terminated, on the earlier of (A) the first day of the first Plan Year
         beginning after the date on which he has completed one Year of Service
         or (B) the date 6 months after the date on which he completes one Year
         of Service and (ii) he shall be eligible to participate under the
         401(k) Feature of the Plan, as of the first day of the Enrollment
         Month next following the date on which he has completed one year of
         Service; provided that he elects to participate in the Plan in
         accordance with Section 3.1.

         (b)     Participation After a Break in Service:  (i) If an Eligible
         Employee is rehired after he has a 1-year Break in Service, but prior
         to cancellation of his prior Service (as determined below), he shall
         participate under the ESOP Feature in the Plan on the date of his
         reemployment if he was a Participant on the date his employment
         terminated, or, if he was not a Participant on the date his employment
         terminated, on the earlier of (A) the first day of the first Plan Year
         beginning after the date on which he has completed one Year of Service
         or (B) the date 6 months after the date on which he completes one Year
         of Service.  However, if such an Employee is rehired after
         cancellation of his prior Service (as determined below) he shall
         participate or reparticipate in the Plan on the first day of the first
         Plan Year on which he is an Eligible Employee.  (ii) If an Eligible
         Employee is rehired after he has a 1-year Break in Service, he shall
         be eligible to participate under the 401(k) Feature of the Plan, (A)
         if he had satisfied the eligibility requirements of the Plan with
         respect to the 401(k) Feature or was a Participant, as of the first
         day of the month coinciding with or next following the date of his
         reemployment; or (B) if he had not satisfied the eligibility
         requirements of the Plan with respect to the 401(k) Feature and was
         not an Eligible Employee, he shall be considered a new hire for
         eligibility purposes.





Tiffany & Co. Form S-8                                                   Page 30

<PAGE>   10
         (c)  Service For Vested Participants under the ESOP Feature:  In the
         case of a Participant under the ESOP Feature who had two or more Years
         of Service when his prior period of employment terminated, any Service
         attributable to his prior period of employment shall be reinstated as
         of the date of his reparticipation.

         (d)     Service For other Employees:  In the case of a reemployed
         Employee who was not a Participant in the Plan during his prior period
         of employment or in the case of a Participant under the ESOP Feature
         who did not have two or more Years of Service when his prior period of
         employment terminated, any Service attributable to his prior period of
         employment shall not be canceled and shall be restored only if one of
         the following is applicable:

                 (1)  the number of his consecutive years of Break in Service
                 was less than the aggregate number of years of his pre-break
                 Service (determined under Section 3.2 without regard to
                 whether participation in the Plan had commenced), or

                 (2)  the Employee's number of consecutive years of Break in
                 Service was less than 5, or

                 (3)  the Employee's Break in Service commenced due to a
                 "maternity or paternity leave" and the number of his
                 consecutive years of Break in Service was less than the
                 aggregate number of years in his pre-break Service plus one
                 year (considering Service determined under Section 3.2 without
                 regard to whether participation in the Plan had commenced), or

                 (4)  the Employee's Break in Service commenced due to a
                 "maternity or a paternity leave" and the number of his
                 consecutive years of Break in Service was less than 6 years.

         For the purpose of this Plan, "maternity or paternity leave" means
termination of employment or absence from work due to the pregnancy of the
Employee, the birth of a child of the Employee, the placement of a child in
connection with the adoption of the child by an Employee, or the caring for an
Employee's child during the period immediately following the child's birth or
placement for adoption.  The Committee shall determine, under rules of uniform
application and based on information provided to the Committee by the Employee
whether or not the Employee's termination of employment or absence from work is
due to "maternity or paternity leave".





Tiffany & Co. Form S-8                                                   Page 31

<PAGE>   11
3.4      TRANSFERS:

         (a)     Transfers between Employers shall not interrupt Plan
         Participation or Service credit hereunder.

         (b)     For the purposes of determining eligibility to participate in
         the Plan and Service under Section 3.2, an Employee shall receive
         recognition of his employment by any Related Company, provided that
         all such employment is determined in accordance with the reemployment
         provisions of Section 3.3.

         (c)     If a Participant is transferred to employment with a Related
         Company, or to a position with an Employer, which makes him ineligible
         for continued coverage under the Plan, his participation under the
         Plan shall be suspended, provided, however, that during the period of
         his employment in such ineligible position:  (i) his Participant Stock
         Account shall receive no Employer contribution or Forfeiture
         allocations under Section 5.3, (ii) he shall continue to participate
         in Income allocations pursuant to Sections 5.4 and 5.5; and (iii) the
         provisions of Article VI shall continue to apply.

         (d)  For the purposes of this Section 3.4, Related Employer shall mean
         (i) any corporation which is a member of the controlled group of
         corporations of which the Company is a part, (ii) any trade or
         business which is under common control with an Employer, and (iii) any
         member of an affiliated service group which includes an Employer, all
         as defined by Section 414 of the Code.

3.5      HOURS OF EMPLOYMENT:  Under this Article III, Hours of Employment
shall include the following:

         (a)     Each hour for which an Employee is paid, or entitled to
         payment, for the performance of duties for an Employer, including any
         period of accrued vacation for which Compensation is paid upon
         termination of employment.

         (b)     Up to 501 hours for any single continuous period during which
         the Employee performs no duties but is directly or indirectly paid or
         entitled to payment by an Employer (regardless of whether employment
         has terminated) due to vacation, holiday, illness, incapacity
         including disability, layoff, jury duty, military duty or leave of
         absence; excluding, however, any period for which a payment is made or
         due under this Plan or under a plan maintained solely for the purpose
         of complying with workmen's compensation or unemployment compensation
         or disability insurance laws, or solely to reimburse the Employee for
         medical or medically-related expenses.  An Employee shall be deemed to
         be "directly





Tiffany & Co. Form S-8                                                   Page 32

<PAGE>   12
         or indirectly paid, or entitled to payment by the Employer" regardless
         of whether such payment is (i) made by or due from the Employer
         directly, or (ii) made indirectly through a trust fund, insurer or
         other equity to which the Employer contributes or pays premiums.

         (c)     Each hour for which back pay, irrespective of mitigation of
         damages, is either awarded or agreed to by an Employer, without
         duplication of hours provided above, and subject to the 501-hour
         restriction for periods described in the foregoing subparagraph (b).

         The foregoing provisions shall be administered in accordance with
Department of Labor rules set forth in Section 2530.200b-2 of the Rules and
Regulations for Minimum Standards for Employee Benefit Plans.  The periods of
absence described as Service in Section 3.2 shall be credited in addition to,
but not in duplication of, the periods described in the foregoing provisions.

                           ARTICLE IV.  CONTRIBUTIONS

4.1      COMPANY CONTRIBUTIONS UNDER THE ESOP FEATURE:  For each Plan Year the
Company may make Company Contributions under the ESOP Feature to the Trust in
the form of shares of Company Stock and/or cash in such amounts (or under such
formulae) as may be determined by the Company's Board of Directors; provided,
however, that Company Contributions under the ESOP Feature shall not be made
for any Plan Year in amounts which can be allocated to no Participants'
Accounts by reason of the allocation limitation described in Section 5.9 or in
amounts which are not deductible under Section 404(a) of the Code.

4.2      PAYMENT UNDER THE ESOP FEATURE:  Except as otherwise provided in
Section 4.3 the Company's total annual contribution under the ESOP Feature
shall be made, in one or more installments, not later than the due date
(including extensions thereof) for filing the federal income tax return of the
Company for its fiscal year ending during the Plan Year for which the
contribution is made.  Except as otherwise provided in Section 4.3 any
contribution under the ESOP Feature made in cash shall, in the sole discretion
of the Company's Board of Directors, be (i) used to purchase available Company
Stock or (ii) allocated to Participants' Accounts; provided, however, that to
the extent required, any cash contributions shall be used to repay any portion
of a loan made by the Plan under Section 7.3.

         If the Company's contribution is made in shares of Company Stock, the
Company Stock will be valued at the average of closing prices of the Company
Stock as quoted on any system (such as NASDAQ) sponsored by a national
securities association, or as reported on any national securities exchange if
such Company Stock is listed on a national exchange, for each day when the
Company





Tiffany & Co. Form S-8                                                   Page 33

<PAGE>   13
Stock is in fact traded during the 20 trading day period immediately preceding
the date of the contribution.  If the Company Stock is not in fact traded on an
exchange or in the over-the-counter market on at least 10 of said 20
immediately preceding trading days, or the Company Stock is neither listed on a
national exchange or quoted on a national quotation system, the value of the
Company Stock shall equal its fair market value as of the date of the
contribution, as determined in good faith by the Trustee.

4.3      TAX DEFERRED CONTRIBUTIONS:

         (a)     Rate of Tax Deferred Contributions:  A Participant who is an
         Eligible Employee may elect for any Plan Year to have his Employer
         make payments of a portion of his 401(k) Compensation for the Plan
         Year as contributions to the Trust on behalf of such Participant
         pursuant to Section 401(k) of the Code.  Such contributions shall be
         at a rate of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10%, 11%, 12%, 13%,
         14% or 15% of 401(k) Compensation for the Plan Year (or portion
         thereof of participation) as elected by such Participant and shall be
         referred to as Tax Deferred Contributions.  An Employee who begins
         participation when he first becomes eligible on a date other than
         February 1st may elect a contribution rate in whole percentages for
         Tax Deferred Contributions for the remainder of that Plan Year which
         would result in the Participant having aggregate contributions for
         such Plan Year within the applicable limits set forth above taking
         into account his 401(k) Compensation for the entire Plan Year.  In no
         event shall a Participant's Tax Deferred Contributions for any taxable
         year of such Participant exceed $9,240 subject to an annual
         cost-of-living adjustment by the Secretary of the Treasury pursuant to
         Section 402(g)(5) of the Code.  The Company shall make Tax Deferred
         Contributions to the Trust as of the earliest date on which such Tax
         Deferred Contributions can reasonably be segregated from the general
         assets of the Company, but in no event later than 90 days from the
         date on which such amounts would otherwise have been paid as part of
         the Eligible Employee's 401(k) Compensation.  A Participant shall have
         a nonforfeitable interest (100% vested) in his Tax Deferred
         Contributions.  Participants are not permitted to make voluntary
         employee after-tax contributions to the Plan.

         (b)     Change in Rate of Tax Deferred Contributions:  Subject to the
         limitations in Section 4.3.(a), a Participant may change or
         discontinue his election with respect to Tax Deferred Contributions.
         An election to increase or decrease the rate of such Contributions
         shall be made through use of the Telephonic System at least 10 days
         before the effective date for such change unless waived by the
         Committee.  Any such change shall be effective the first day of the
         next February or August, whichever may first occur.  A Participant may
         make





Tiffany & Co. Form S-8                                                   Page 34

<PAGE>   14
         a change to increase or decrease his rate of Tax Deferred
         Contributions no more than two times in a Plan Year.  An election to
         cease or discontinue such Contributions shall be made through use of
         the Telephonic System at least 10 days before the effective date for
         such election unless waived by the Committee.  Any such election shall
         be effective with the next payroll period.  If a Participant elects to
         cease or discontinue his Tax Deferred Contributions, he may elect to
         resume making such Contributions on the first day of any subsequent
         February and August. An election to resume making Tax Deferred
         Contributions shall be made through use of the Telephonic System at
         least 10 days before the effective date for such change unless waived
         by the Committee.  All such changes in the rate of Tax Deferred
         Contributions shall be confirmed in writing by the Plan's recordkeeper
         to the Participant initiating the change and to the Plan.

         (c)     Actual Deferral Percentage Limitations:  Tax Deferred
         Contributions elected by Participants for any Plan Year shall be
         subject to the actual deferral percentage limitations of Section
         401(k)(3) of the Code.  The Committee may take any and all action it
         deems necessary to comply with the actual deferral percentage
         limitations of Section 401(k)(3) of the Code with respect to any Plan
         Year including limiting the percentage or amount of Tax Deferred
         Contributions elected by any or all Participants who are Highly
         Compensated and including actions permitted by Sections 401(k)(8) and
         402(g)(2)(A)(i) of the Code and regulations thereunder.

         (d)     Contributions Not Limited to Net Profits:  All Tax Deferred
         Contributions shall be made, whenever possible, out of the net profits
         of the Company for the taxable year ending with or within said Plan
         Year or out of retained earnings, if any, of the Company as of the
         close of said taxable year.  However, all such Contributions shall be
         made as required by the Plan even in the absence of sufficient net
         profits or retained earnings.

4.4      ROLLOVER CONTRIBUTIONS:  An Employee or Participant who has received a
distribution of his interest in a qualified retirement plan of a former
employer that constitutes a defined contribution plan not subject to the
qualified joint and survivor requirements of Section 401(a)(11) may elect,
subject to the approval of the Committee, to contribute in cash to the Trust
all or a portion of such distribution which constitutes an eligible rollover
distribution under Section 402(a)(5) or Section 408(d)(3)(A)(ii) of the Code.
Such contributions shall be referred to as Rollover Contributions.  Such
Rollover Contributions must be made within time limits prescribed by the Code
and the Committee shall obtain such assurances and certifications it may deem
necessary from the Employee or Participant to establish to its satisfaction
that the





Tiffany & Co. Form S-8                                                   Page 35

<PAGE>   15
Rollover Contribution qualifies for rollover treatment under the Code and will
not adversely affect the qualification of the Plan under Section 401(a) of the
Code.  The Trustee, subject to approval of the Committee, may also accept in
cash directly from the trustee under a qualified retirement plan of a former
employer all or a portion of the amount of a distribution which qualifies as an
"eligible rollover distribution" as defined in Section 402(f)(2)(A) of the
Code.  Such direct rollover transfers shall also be referred to as Rollover
Contributions.  The Committee shall obtain such assurances and certifications
it may deem necessary from the Employee or Participant to establish to its
satisfaction that there is compliance with the applicable provisions of the
Code relating to such Rollover Contributions.  The Employee or Participant
shall have a nonforfeitable interest (100% vested) in his Rollover
Contributions, if any.  All such Contributions shall be credited to a separate
account for such Employee or Participant as provided in Article V.

4.5      MAXIMUM CONTRIBUTIONS:  The aggregate amount of contributions made by
the Company shall not exceed fifteen percent (15%) of the aggregate
compensation (as defined in Section 415(c)(3) of the Code) of all Participants
during the Plan Year, except as provided in this Section 4.5.  For any Plan
Year with respect to which Employer contributions are applied to repay any
portion of a loan made to the Plan under Section 7.3, the total amount of
Company contributions used to repay principal on all such loans shall not
exceed twenty-five percent (25%) of such aggregate Participant compensation for
the Plan Year.  The Company may contribute any amount in excess of the maximum
for the Plan Year, without limitation, for the purpose of paying interest on
such loans.  Furthermore, the contributions made by the Company to this Plan,
when combined with any other qualified plans, shall not exceed the maximum
allowable deductions permitted under Section 404 of the Internal Revenue Code.

4.6      DISPOSITION OF FORFEITURES:  Upon termination of employment, a
Participant's Forfeiture, if any, shall be reallocated in accordance with
Section 5.3 among the Participant Stock Accounts of other eligible Participants
as of the end of the Plan Year in which his employment terminated.

         However, if the terminated Participant (i) returns to the employ of
the Company, (ii) is entitled to have any Service attributable to his prior
period of employment restored pursuant to Section 3.3(d), and (iii) repays,
before the earlier of five (5) years after the first date on which he is
re-employed or the close of the first period of five (5) consecutive one-year
Breaks in Service commencing after his receipt of the distribution, if any, the
amount of the distribution, if any, he received from his Participant Stock
Account under Section 6.5 at his previous termination of employment, then the
repaid amount and an amount





Tiffany & Co. Form S-8                                                   Page 36

<PAGE>   16
equal to the Forfeiture resulting from his previous termination of employment
shall become the beginning balance in his new Participant Stock Account.
Unless and until a Forfeiture is reinstated under the preceding sentence, the
reemployed Participant's beginning balance in his new Participant Stock Account
shall be zero.

                              ARTICLE V.  ACCOUNTS

5.1      PARTICIPANT'S STOCK ACCOUNTS:  The Company shall maintain a
Participant Stock Account in the name of each Participant and such account
shall be credited annually as of each Allocation Date with the amounts
allocated to such Participant.  If it deems it necessary, the Company may
create subaccounts for Participants to account for assets not invested in
Company Stock.  Unless otherwise required by applicable law, the maintenance of
all accounts shall be for bookkeeping purposes only and no segregation of Trust
Fund assets shall be required.

5.2      PARTICIPANT'S STOCK ACCOUNTS IN GENERAL:  As soon as practicable after
the Employer has made the annual allocations to the Participant Stock Account
for each Participant, the Employer shall cause the Trustee to notify each
Participant with respect to the status of such Participant's Stock Account as
of such date.  Such allocation and notification shall not vest in any
Participant any right, title or interest in the Trust, except to the extent, at
the time or times, and upon the terms and conditions set forth herein.

5.3      ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES UNDER THE ESOP
FEATURE:  As of each Allocation Date the total number of shares and fractional
shares of Company Stock contributed to the Trust under the ESOP Feature,
purchased by the Trust with cash contributions by the Company under the ESOP
Feature, or released from the Suspense Account pursuant to Section 7.3 during
the Plan Year shall be computed and allocated along with any Forfeitures which
have arisen during such Plan Year.

         A Participant is entitled to share in the allocation of Company Stock
under the ESOP Feature for each Plan Year in which he is (a) credited with at
least 1,000 Hours of Service and (b) is an Eligible Employee with respect to
the ESOP Feature or on an Authorized Leave of Absence on the Allocation Date;
provided, however, that a Participant who qualifies to share in such allocation
because he is on an Authorized Leave of Absence may not be or have been an
Executive Officer of the Company on such Allocation Date or within six (6)
months prior thereto.  A Participant who retires, dies or terminates employment
due to Disability during a Plan Year shall also share in the allocation of
Company Stock as aforesaid.





Tiffany & Co. Form S-8                                                   Page 37

<PAGE>   17
         Such allocation shall be made equally among the Participant Stock
Accounts of all Participants entitled to share therein.

5.4      ALLOCATION OF CASH DIVIDENDS UNDER THE ESOP FEATURE:  Cash dividends
on Employer Stock allocated to a Participant's Stock Account shall be credited
to that Participant's Account.  Cash dividends on unallocated shares of
Employer Stock under the ESOP Feature shall be allocated in accordance with the
provisions of Section 5.5.  Under the ESOP Feature, any dividends may, in the
sole discretion of the Committee, be distributed to the Participants or used to
repay a loan under Section 7.3.

5.5      ALLOCATION OF EARNINGS AND LOSSES RESPECTING PARTICIPANT STOCK
ACCOUNTS:  As of each Allocation Date the Trustee shall determine the fair
market value of the Trust assets and the net earnings and gains or losses of
the Trust after first deducting any expenses which have not been paid by the
Company or which have been reimbursed to the Company pursuant to Article VII.
After the Trustee has completed its calculations, the Employer shall allocate
the net earnings and gains or losses of the Trust since the prior Allocation
Date to the accounts of the Participants.  Dividends shall be allocated over
the beginning share balance less any distributions actually paid.  Interest and
other earnings shall be allocated over the beginning share balance less any
distribution actually made. The Trustee may also make such other adjustments to
the accounts as it deems necessary and appropriate in order to achieve an
equitable allocation of the net earnings and gains or losses as long as it does
so in a uniform and nondiscriminatory manner.

5.6      INTERIM ACCOUNTINGS:  Company Stock under the ESOP Feature when
initially acquired by the Trustee shall be credited to the Unallocated Stock
Account or Suspense Account, which accounts shall be measured in shares.  As of
each Allocation Date, the balance in the Unallocated Stock Account shall be
allocated to Participant Stock Accounts in the manner described in Section 5.3.
The balance in the Suspense Account shall be released in accordance with
Section 7.3(b) and allocated in the manner described in Section 5.3.

5.7      OTHER ACCOUNTS:  The Committee shall establish and maintain separate
accounts for each individual to which shall be allocated (i) the Tax Deferred
Contributions allocable to each Participant; (ii) a Rollover Contribution, if
any, allocable to the Employee or Participant, and (iii) an Employee's or
Participant's share of the income and expenses and realized and unrealized
gains and losses attributable to such Contributions.





Tiffany & Co. Form S-8                                                   Page 38

<PAGE>   18
5.8      INVESTMENT OF TAX DEFERRED CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS
         ACCOUNT:

         (a)     The Trustee shall invest the 401(k) Accounts pursuant to the
         direction of Participants in any one or more of the following
         investment options approved by the Committee:


                          (i)      Company Stock,
                          (ii)     Balanced Blend Fund,
                          (iii)    Common Stock Fund,
                          (iv)     GIC Fund or
                          (v)      Special Capital Fund;

         provided, however, that an Executive Officer may not direct the
         investment of Contributions into Company Stock until six months after
         he has ceased being an Executive Officer.  It is intended that the
         Plan provide Participants with the right to exercise control over the
         assets in their 401(k) Accounts within the meaning of Section 404(c)
         of ERISA and the regulations thereunder.

         (b)     A Participant or Employee may initially elect to direct the
         Trustee to invest his Tax Deferred Contributions, if any, and Rollover
         Contributions, if any, by using the Telephonic System.  The investment
         direction designation shall be in whole percentages of such
         Contributions.  Each Participant or Employee may change his investment
         direction monthly by giving notice to the Plan's recordkeeper using
         the Telephonic System.  A change of investment direction shall be
         effective on the first day of the first month coincident with or next
         following the date on which such notice is received by the Plan's
         recordkeeper and shall apply only with respect to Contributions made
         subsequent to the effective date of such change.  A change in
         investment direction must be communicated to the Plan's recordkeeper
         no later than the 20th day of a month to be effective as of the first
         day of the next following month.  A change of investment direction
         shall be confirmed in writing by the Plan's recordkeeper to the
         Participant or Employee initiating the investment change.

         (c)     Each Participant or Employee may at any time transfer funds
         held in his 401(k) Accounts among the various types of investments
         permitted by Section 5.8(a) by giving notice to the Plan's
         recordkeeper by using the Telephonic System.  A transfer shall be
         effective on the first day of the month coincident with or next
         following the date on which such notice is received by the Plan's
         recordkeeper; provided, that instructions for transfer must be
         communicated to the recordkeeper no later that the 20th day of a month
         to be effective as of the first day of the next following month.  All
         transfer directions shall be in whole percentages of the





Tiffany & Co. Form S-8                                                   Page 39

<PAGE>   19
         value held in each Account involved in the transfer direction.  All
         transfer investment directions shall be confirmed in writing by the
         Plan's recordkeeper to the Participant initiating the investment
         transfer.

         (d)     The value of the funds standing to the credit of an individual
         in his 401(k) Accounts on any Valuation Date shall be equal to the sum
         of the value of the invested funds held in his 401(k) Accounts and
         shall reflect the total fair market value of his interest in his
         selected investment funds, as determined by the Trustee in good faith.
         The Committee shall advise Participants and Employees periodically of
         the value of their Accounts.

5.9      LIMITATIONS ON ANNUAL ADDITIONS:  Notwithstanding anything contained
herein to the contrary, allocation of Company contributions (including Tax
Deferred Contributions) for any Plan Year shall be subject to the following:

         (a)  If allocation of Company contributions under the ESOP Feature in
         accordance with Section 5.3 will result in an allocation of an excess
         of more than one-third the total contributions under the ESOP Feature
         for a Plan Year to the accounts of the Highly Compensated, then
         allocation of such contributions under the ESOP Feature shall be
         adjusted so that such excess will not occur.

         (b)  After adjustment, if any, required by the preceding paragraph,
         the Annual Additions during any Plan Year to any Participant's
         accounts shall not exceed the lesser of $30,000 (or, if greater,  1/4
         of the dollar limitation in effect under Section 415(b)(1)(A) of the
         Code) or 25% of the Participant's Compensation from the Employer and
         all Related Companies.  In addition, the increased limitations
         provided in Section 415(c)(6)(A) of the Code shall be applicable if
         permissible under the Code.  In the event that Annual Additions to all
         the accounts of a Participant would exceed the aforesaid limitations,
         they shall be reduced in the following priority:

                 (1)  allocation of any excess to the accounts of the other
                 Participants in proportion to the Compensation of said other
                 Participants until the accounts of said other Participants
                 reach the limits of the first sentence of this paragraph,

                 (2)  any additional amounts shall be held in the Trust for
                 allocation to Participant Accounts in later years in
                 proportion to Compensation in later years, such allocation to
                 occur as rapidly as may be done without violating the limits
                 of the first sentence of this paragraph (b).





Tiffany & Co. Form S-8                                                   Page 40

<PAGE>   20
                 (3)  Notwithstanding Sections 5.9(b)(1) and (2) above, to the
                 extent that a distribution of a Participant's Tax Deferred
                 Contributions would reduce the excess Annual Additions in his
                 account to comply with the limits of the first sentence of
                 this paragraph, the amount necessary to reduce such excess
                 Annual Additions shall be distributed from his Tax Deferred
                 Contributions Account.  Any such distribution shall include
                 any earnings attributable to the amount distributed.

         If the Company or any Related Company contributes amounts, on behalf
of Employees covered by this Plan, to other "defined contribution plans" as
defined in Section 3(34) of ERISA, the limitation on annual additions provided
in this Section 5.9 shall be applied to annual additions in the aggregate to
this Plan and such other plans.  Reduction of annual additions, where required,
shall be accomplished first by reductions under such other plans pursuant to
the directions of the named fiduciary for administration of such other plans or
under priorities, if any, established by the terms of such other plans and then
by allocating any remaining excess for this Plan in the manner and priority set
out above with respect to this Plan.

         In any case where a Participant under this Plan is also a Participant
under a "defined benefit plan" as defined in ERISA Section 3(35) or is a
Participant under a defined benefit plan and other defined contribution plans
maintained by the Company or a Related Company, the sum of the "defined benefit
plan fraction" (as defined in Section 415(e)(2) of the Code) and the "defined
contribution plan fraction" (as defined in Section 415(e)(3) of the Code) shall
not exceed 1.00.  Reduction of contributions to or benefits from all plans,
where required, shall be accomplished by first reducing benefits under such
other defined benefit plan or plans, then reducing contributions or allocating
excess in the manner and priority set out above with respect to other defined
contribution plans, and finally by allocating any remaining excess for this
Plan in the manner and priority set out above with respect to this Plan.

5.10     TOP-HEAVY PROVISIONS:  The following provisions are included in the
Plan pursuant to Section 401(a)(10)(B)(ii) of the Code and shall become
effective only if and in any Plan Year in which the Plan is determined to be a
Top-Heavy Plan under Section 416(g) of the Code.

         (a)  Determination of Top-Heavy:  The Plan will be considered a
         Top-Heavy Plan for a Plan Year if as of the last day of the preceding
         Plan Year (or as of January 31, 1989 for the Plan Year ending on that
         date), (1) the value of the Participant Stock Accounts (but not
         including any allocations to be made as of such last day of the Plan
         Year except contributions





Tiffany & Co. Form S-8                                                   Page 41

<PAGE>   21
         actually made on or before that date and allocated pursuant to Section
         5.3) and Tax Deferred Contributions Accounts of Participants who are
         Key Employees (as defined in Section 416(i) of the Code) exceeds 60%
         of the value of the Participant Stock Accounts (but not including any
         allocations to be made on or before that date and allocated pursuant
         to Section 5.3) and Tax Deferred Contributions Accounts of all
         Participants (the "60% Test") or (2) the Plan is part of a required
         aggregation group as defined below and the required aggregation group
         is top-heavy.  However, and notwithstanding the results of the 60%
         test, the Plan shall not be considered a Top-Heavy Plan for any year
         in which the Plan is a part of a required or permissive aggregation
         group as defined below which is not top-heavy.

         (b)  Minimum Vesting:  If a Participant's termination of employment
         occurs while the Plan is a Top-Heavy Plan, such Participant's Vested
         Percentage in his Participant Stock Account shall be as provided in
         Section 6.4 in that such section meets the requirements of Section
         416(b) of the Code.

         (c)  Minimum Allocation:  Most non-Key Employees (defined as any
         Employee who is not a Key Employee) participating in this Plan are
         also participants in a defined benefit plan maintained by an Employer.
         Consequently, any minimum benefits required due to the top-heavy
         status of this Plan for such non-Key employees will be provided in
         such defined benefit plan or plans if such provision will satisfy the
         minimum benefit provisions of Section 416(c)(2)(A) of the Code.  For
         any Plan Year during which the Plan is deemed to be a Top-Heavy Plan:
         (i) if such provision will not satisfy the minimum benefit provisions
         of Section 416(c)(2)(A) of the Code or (ii) if a non-Key Employee who
         is not a Participant in a defined benefit plan sponsored by the
         Employers, who is eligible to participate hereunder and who is
         actively employed by an Employer on the last day of the Plan Year,
         then, in either or both events (i) or (ii), non-Key Employees not
         deemed to have received a minimum benefit for the purposes of Section
         416(c)(2)(A) of the Code pursuant to such defined benefit plan or
         plans shall receive an allocation of a minimum Employer contribution.
         Such minimum contribution shall be the lesser of (i) 3% of the non-Key
         Employee's compensation (within the meaning of Section 415 of the
         Code) for the Plan Year or (ii) the percentage at which contributions
         are made (or required to be made) under Sections 4.1 and 4.3 of the
         Plan for such Plan Year for the Key Employee for whom such percentage
         is the highest for such Plan Year.  In determining the highest rate of
         contribution applicable to any Key Employee under this Section
         5.10(c), amounts that such Key Employee elects to defer under a
         qualified arrangement under Section 401(k) of the Code provided by an
         Employer shall be treated as employer contributions.





Tiffany & Co. Form S-8                                                   Page 42

<PAGE>   22
         (d)  Impact on Maximum Benefits:  With respect to any Plan Year in
         which the Plan is a Top-Heavy Plan, for the purposes of Section 5.9 of
         the Plan, the computation of the "defined benefit plan fraction" and
         "defined contribution plan fraction" shall be adjusted in accordance
         with Section 416(h)(1) of the Code, except that such adjustment shall
         not have the effect of reducing any benefit accrued under a defined
         benefit plan prior to the first day of the Plan Year in which this
         provision becomes applicable.

         (e)  Aggregation with Other Plans:

                 (i)  Required Aggregation:  If a Key Employee under this Plan
                 also participates or participated in another plan of an
                 Employer (regardless of whether such plan has been terminated)
                 which is qualified under Code Section 401(a) or which is
                 qualified under Code Section 408(k), or if any plan of an
                 Employer so qualified must be aggregated so that either this
                 Plan or any other plan described in the first clause of this
                 sentence will meet the anti-discrimination and coverage
                 requirements of Code Section 401(a)(4) or 410, then this Plan
                 and any such other plan will be aggregated for purposes of
                 determining top-heaviness.  This Plan will automatically be
                 deemed top-heavy if such required aggregation of plans is
                 top-heavy as a group and will automatically be deemed not
                 top-heavy if such required aggregate of plans is not top-heavy
                 as a group.

                 (ii)  Permissive Aggregation:  Any other plan of an Employer
                 which is qualified under Code Section 401(a) or which is a
                 simplified employee pension plan under Code Section 408(k),
                 and which is not in the required aggregation referenced in (i)
                 above, may be aggregated with this Plan (and with any other
                 plan(s) in the required aggregation group in (i) above) for
                 purposes of determining top-heaviness if such aggregation
                 would continue to meet the antidiscrimination and coverage
                 requirements of Code Sections 401(a)(4) and 410.  This Plan
                 will automatically be deemed not top-heavy if such permissive
                 aggregation of plans is not top-heavy as a group.

                 (iii)  Determining Aggregate Top-Heavy Status:  The top-heavy
                 status of the plans as a group is determined by aggregating
                 the plans' respective top-heavy determinations that are made
                 as of determination dates that fall within the same calendar
                 year.





Tiffany & Co. Form S-8                                                   Page 43

<PAGE>   23
5.11     VOTING AND EXERCISING OTHER RIGHTS OF SECURITIES:

         (a)  Each Participant is entitled to direct the Trustee as to the
         manner in which Company Stock represented by such Participant's
         Participant Stock Account and/or 401(k) Accounts invested in Company
         Stock is to be voted and as to the manner in which rights other than
         voting rights with respect to such Company Stock are to be exercised.

         (b)  The Trustee shall notify Participants of each occasion for the
         exercise of voting rights within a reasonable period (not less than 30
         days, unless a 30-day period is impossible or impractical) before such
         rights are to be exercised.  The notice shall include all proxy
         solicitation and other materials distributed by the Employer to
         shareholders with regard to such exercise of voting rights.

         (c)  The Trustee shall take whatever steps are reasonably necessary to
         allow Participants to exercise rights other than voting rights of
         Company Stock represented by the Participant Stock Account and/or
         401(k) Accounts of such Participant invested in the Company Stock.

         (d)  The number of shares to which each Participant entitled to vote
         shall have the right to direct the exercise of the rights thereof
         shall be determined for any record date by the number of shares
         allocated to the Participant's Stock Account on the last Allocation
         Date or the number of shares of Company Stock allocated to a
         Participant's 401(k) Accounts on the last Valuation Date.

         (e)  The Trustee shall vote fractional shares by combining the
         directions on voting of such fractional shares to the extent possible.

         (f)  The Trustee shall vote any unvoted shares allocated to
         Participant Stock Accounts, shares in the Unallocated Stock Account
         and in the Suspense Account or shares held in the Participant's 401(k)
         Accounts on behalf of such Participant in the same proportion and in
         the same manner as the shares in the Participant Stock Accounts and/or
         the 401(k) Accounts are voted by the Participants.

         (g)  The Trustee shall make no recommendation regarding the manner of
         exercising any rights under this Paragraph, including whether or not
         such rights should be exercised.

5.12  PUT OPTION:  If the Company Stock is, as of the Effective Date, or
becomes not readily tradeable on an established market as of the date of
distribution, then any Participant, who is otherwise entitled to a distribution
from the Plan, shall have the right





Tiffany & Co. Form S-8                                                   Page 44

<PAGE>   24
(hereinafter referred to as the "Put Option") to require that his Employer
repurchase any Employer Stock under a fair valuation formula.  The Put Option
shall only be exercisable during the 60 day period immediately following the
date of distribution and if the Put Option is not exercised within such 60 day
period, then it shall only be exercised for an additional period of 60 days
beginning with the first day of the following Plan Year.  This Put Option shall
be nonterminable within the meaning of Internal Revenue Service Regulation
54.4975-(11)(a)(ii).

         The amount paid for Company Stock under the Put Option shall be paid
within 30 days after the exercise of the Put Option, or, at the election of the
Company, in substantially equal periodic payments (not less frequently than
annually) over a period beginning not later than 30 days after the exercise of
the Put Option and not exceeding 5 years.  There shall be adequate security
provided and reasonable interest paid on the unpaid balance due under this
paragraph.


                              ARTICLE VI. BENEFITS

6.1      WITHDRAWALS DURING EMPLOYMENT:  Subject to Sections 6.7 (regarding
minimum distributions), 6.9 (regarding hardship distributions), 6.10 (regarding
Participant loans) and 7.4 (regarding diversification), there shall be no
in-service withdrawals made by a Participant (or Employee, with regard to
Rollover Contributions).  Distributions may only be made on account of
termination of employment, death or Disability.

6.2      RETIREMENT OR DISABILITY:  If a Participant's employment with the
Employer is terminated at or after he attains age 65 (Retirement), or if his
employment is terminated at any earlier age because of Disability, he shall be
vested in, and entitled to receive,  100% of the entire amount then in each of
his accounts.  Payment of benefits due under this Section shall be made in
accordance with Section 6.5.

6.3      DEATH:  In the event that the termination of a Participant is caused
by his death, his Beneficiary shall be vested in and paid 100% of the entire
amount then in each of his accounts.  Payment of benefits due under this
Section shall be made in accordance with Section 6.5.

6.4      TERMINATION FOR OTHER REASONS:  If a Participant's employment with the
Employer is terminated before age 65 for any reason other than Disability or
death, the Participant shall be entitled to an amount equal to the balance, if
any, then credited to his Tax Deferred Contributions Account, his Rollover
Contributions Account, and a percentage of the balance then credited to his
Participant Stock Account.  Such percentage shall be determined in accordance
with the following schedule:





Tiffany & Co. Form S-8                                                   Page 45

<PAGE>   25

<TABLE>
<CAPTION>
                                           Vested                   Forfeiture
         Years of Service                  Percentage               Percentage
         ----------------                  ----------               ----------
         <S>                               <C>                      <C>
         Less than 2                         0%                     100%
         2 years or more                   100%                       0%
</TABLE>


         Payment of benefits due under this Section shall be made in accordance
with Section 6.5.  The Forfeiture Percentage of a terminated Participant's
Participant Stock Account shall be a Forfeiture and shall be reallocated and/or
reinstated as provided in Section 4.6 above.

6.5      PAYMENT OF BENEFITS:  Payment under Sections 6.2, 6.3 and 6.4 shall be
in the form of a lump sum.  Subject to the limitations set forth below in this
Section 6.5 and to the requirements of Section 6.7, and unless such payment
shall be subject to a contrary election which Participant or his beneficiary
shall be entitled to make pursuant to this Section 6.5, payment under Sections
6.2, 6.3 and 6.4 shall be made no later than the 60th day following the date
Participant terminates his service with Employer.

         (a)  Account Balance of $3,500 or less:  Except as provided in
         Section 6.7 below, no distribution shall be made to a Participant
         without his consent; provided, that, if the present value of such
         Participant's account balances is $3,500 or less, no such consent
         shall be required.

         (b)  Death, Disability or Retirement:  In the case of a Participant
         who terminates employment due to death, Disability or Retirement, the
         Participant may elect to (i) receive a distribution based on the most
         recent Allocation Date with respect to the ESOP Feature or Valuation
         Date with respect to the 401(k) Feature or (ii) defer the distribution
         until the following Plan Year in which event the distribution will
         include the January 31 allocation for income, Employer contributions
         and forfeitures in respect of the Plan Year of such termination.

         (c)  Latest Date for Distribution:  Subject to Section 6.7 below and
         to subsection (a) of this Section 6.5, if applicable, payment under
         Sections 6.2, 6.3 and 6.4 shall be made no later than the 60th day
         after the latest of the close of the Plan Year in which: (1) occurs
         the date on which the Participant attains age 65, (2) occurs the 10th
         anniversary of the year in which the Participant commenced
         participation in the Plan or (3) the Participant terminates his
         service with Employer.

         (d)  Distribution:  Distributions from the Participant's Stock Account
         will be made in Employer Stock.  Distributions from that portion of a
         Participant's 401(k) Accounts invested in





Tiffany & Co. Form S-8                                                   Page 46

<PAGE>   26
         Company Stock shall be distributed in Employer Stock or cash, at the
         election of the Participant; provided that such election shall be made
         at least 30 days before the date of the distribution.  Any
         distribution of fractional shares and other funds shall be distributed
         in cash.  Company Stock will be valued for distribution purposes at
         the closing price on the last trading day of the quarter preceding
         payment.  The Committee shall follow the Beneficiary designation under
         Section 6.6 in the case of a distribution on account of Participant's
         death.

6.6  DESIGNATION OF BENEFICIARY:  Designation of a Beneficiary or Beneficiaries
under the Plan shall be governed by the following rules:

         (a)     Designation Procedure:  Subject to the provisions of subsection
         (b), each Participant from time to time may designate any person or
         persons (who may be designated primarily, contingently or successively
         and who may be an entity other than a natural person) as his
         Beneficiary or Beneficiaries to whom his Plan benefits are paid if he
         dies before receipt of all such benefits.  Each Beneficiary
         designation shall be in a form prescribed by the Committee and will be
         effective only when filed with the Committee during the Participant's
         lifetime.

                 Each Beneficiary designation filed with the Committee will
         cancel all Beneficiary designations previously filed with the
         Committee.  The revocation of a Beneficiary designation no matter how
         effected, shall not require the consent of any designated Beneficiary
         except as provided in subparagraph (b) below.

         (b)     Spousal Consent:  If the Participant is married at the date of
         his death, no Beneficiary designation shall be effective under the
         Plan unless the Participant's spouse consented in writing to such
         designation, the spouse's consent acknowledged the effect of such
         designation and the spouse's signature has been witnessed by a Plan
         representative (which shall include a member of the Committee) or a
         notary public.  Any Beneficiary designation previously made by a
         Participant shall be automatically revoked upon the marriage or
         remarriage of a Participant.

                 Notwithstanding the foregoing, spousal consent to a
         Participant's Beneficiary designation shall not be required if:

                 (i)  the spouse is designated as the sole primary beneficiary
                 by the Participant, or





Tiffany & Co. Form S-8                                                   Page 47

<PAGE>   27
                 (ii)  it is established to the satisfaction of the Committee
                 that spousal consent cannot be obtained because there is no
                 spouse, because the spouse cannot be located or because of
                 such other circumstances as may be prescribed in regulations
                 issued by the Secretary of the Treasury.

                 Any consent by a spouse or any determination that the consent
         is not required pursuant to paragraphs (i) or (ii) above, shall be
         effective only with respect to such spouse.

         (c)     Lack of Designation:  If any Participant fails to designate a
         Beneficiary in the manner provided above, or if the Beneficiary
         designated by a deceased Participant dies before him or before
         complete distribution of the Participant's benefits, such
         Participant's benefits shall be paid in accordance with the following
         order of priority:

                 (i)  to the Participant's surviving spouse, or if there be
                 none surviving,

                 (ii)  to the Participant's children, per capita, in equal
                 parts, or if there be none surviving,

                 (iii)  to the Participant's father and mother, per capita in
                 equal parts, or if there be none surviving,

                 (iv)  to the Participant's estate.

6.7      REQUIRED DISTRIBUTIONS:  Notwithstanding any election or provision to
the contrary in Section 6.5 hereof, any benefits to which a Participant is
entitled shall commence not later than the April 1 following the calendar year
in which the Participant attains age 70 1/2, whether or not his employment had
terminated in such year.  Any such required distribution shall be made in
accordance with Section 401(a)(9) of the Code and any rules and regulations,
including those applicable to the distribution of any incidental death benefit,
over the life of such Participant (or over the lives of such Participant and
his Beneficiary). In determining the amount of such distribution, life
expectancies shall be recalculated.  Notwithstanding anything else to the
contrary, the Accounts of a deceased Participant or Former Participant shall be
distributed within five years after the death of such Participant or Former
Participant.

6.8      ROLLOVERS TO ANOTHER PLAN:  Notwithstanding any provision of the Plan
to the contrary, if, on or after February 1, 1993, (i) a Participant, (ii) a
Beneficiary who is a Spouse, or (iii) a Spouse or former Spouse who is an
alternate payee under a Qualified Domestic Relations Order referred to in
Section 6.11 becomes entitled to a distribution under the Plan which qualifies
as an"eligible rollover distribution" as defined in Section 402(c)(4) of the
Code, such individual may elect to have all or a portion of such distribution
paid or transferred directly to a selected "eligible retirement plan" as
defined in Section 402(c)(8)(B) of the Code, provided that such retirement plan
to which such transfer is to





Tiffany & Co. Form S-8                                                   Page 48

<PAGE>   28
be made accepts the transfer.  The Committee may establish reasonable rules and
procedures regarding a direct rollover distribution permitted under this
Section.

6.9      HARDSHIP WITHDRAWALS:  A Participant may apply to the Committee on the
basis of hardship for approval to withdraw, in cash, all or a portion of the
value of his Tax Deferred Contributions (excluding all earnings thereon) and
his Rollover Contributions, if any.

         (a) Determination of Hardship Withdrawal:  For the purpose of
         withdrawals, the value of all such Contributions shall be determined
         on the Valuation Date coinciding with or next following the date as of
         which the application is approved by the Committee and shall be paid
         as soon as practical thereafter.  All withdrawals under this Section
         6.9 shall be made from the Participant's current investment elections
         on a pro rata basis.  The Committee shall approve such application
         only to relieve an immediate and heavy financial need of the
         Participant (including his Spouse or any dependent), not in excess of
         the amount required to relieve such financial need, and only if, and
         to the extent, such need cannot be satisfied from other resources
         reasonably available to him (including assets of his Spouse and minor
         children reasonably available to him).  The amount required to relieve
         the claimed financial need may include an amount designed to offset
         Federal income tax liability including withholding and Federal excise
         tax liability, if any.  In making a determination whether to approve
         any such application, the Committee may require the Participant to
         submit such proof as to the existence of such financial need as the
         Committee shall deem necessary and shall consider all relevant facts
         and circumstances presented by the Participant.

         (b)  Immediate and Heavy Financial Need:  For purposes of this
         Section, an immediate and heavy financial need may include, but is not
         limited to, a distribution on account of (i) medical expenses (within
         the meaning of Section 213(d) of the Code) incurred by the
         Participant, his Spouse, or any dependent (within the meaning of
         Section 152 of the Code), (ii) purchase (excluding mortgage payments)
         of the Participant's principal residence, (iii) payment of tuition and
         related educational fees for the next 12 months of post-secondary
         education for the Participant, his Spouse, or any dependent, (iv) the
         need to prevent the eviction of the Participant from his principal
         residence or foreclosure on the mortgage of his principal residence,
         and (v) any other event permitted under Treasury regulations.





Tiffany & Co. Form S-8                                                   Page 49

<PAGE>   29
         (c)  Participant Representations:  In determining whether a
         distribution is necessary to satisfy such financial need, the
         Committee reasonably may rely upon the Participant's representation
         that the need cannot be satisfied from other resources reasonably
         available to him.  For this purpose, the Committee, in the absence of
         contrary knowledge, shall accept the Participant's representation that
         such financial need cannot be relieved (i) through reimbursement or
         compensation by insurance or otherwise, (ii) by reasonable liquidation
         of assets, to the extent such liquidation would not itself cause a
         financial need, (iii) by cessation of all Tax Deferred Contributions
         under the Plan, (iv) by other distributions (other than on account of
         hardship) or nontaxable (at the time of the loan) loans from this Plan
         and all other plans maintained by the Company or from any other plan
         maintained by any other employer in which the Participant is a member,
         or (v) by borrowing from commercial sources on reasonable commercial
         terms.

         (d)  Committee Determination:  In the alternative to reasonably
         relying on such representations, at the Participant's option, the
         Committee may deem a distribution necessary to satisfy such financial
         need if all of the following requirements are satisfied:  (i) the
         distribution is not in excess of the amount of the financial need,
         (ii) the Participant has obtained all distributions (other than
         hardship distributions) and all nontaxable loans currently available
         under all plans maintained by the Company, (iii) the Participant is
         prohibited from making any Tax Deferred Contributions under the Plan
         and elective contributions and employee contributions under all other
         plans maintained by the Company for twelve (12) months after receipt
         of the hardship distribution, and (iv) the Participant may not make,
         in the taxable year immediately following the taxable year of the
         hardship distribution, elective contributions under Section 401(k) of
         the Code under this Plan and all other plans maintained by the Company
         in excess of the applicable limit under Section 402(g) of the Code for
         the next taxable year less the amount of such Participant's Tax
         Deferred Contributions for the taxable year of the hardship
         distributions.

         All determinations under this Section shall be based upon uniform and
nondiscriminatory rules and standards applicable to all Participants similarly
situated and shall be final, conclusive and binding on all interested parties.

6.10     PARTICIPANT LOANS:  The Committee or its delegate may approve a
Participant's application and direct the Trustee to make a loan to such
Participant up to an amount equal to 50 percent of the value of his 401(k)
Accounts, including accrued earnings thereon,





Tiffany & Co. Form S-8                                                   Page 50

<PAGE>   30
as of the Valuation Date coinciding with or next following the date as of which
the application is approved by the Committee, or its delegate, as the case may
be.  All loans shall be made from the Participant's 401(k) Accounts and shall
be deducted from current investment options on a pro rata basis.  All loan
repayments shall be invested in accordance with the Participant's then current
investment election.  The Committee shall establish procedures and make loans
pursuant to this Section 6.10 under terms and conditions as it deems
appropriate including, without limitation, interest rate, minimum and maximum
loan amount, required security, repayment by payroll deduction and default
procedures.  Such terms and conditions shall conform to Section 408(b)(1) of
ERISA and Section 4975(d)(1) of the Code including regulations thereunder and
the maximum loan amount, repayment period and repayment schedule for any such
loan shall be within the limits of and conform to the provisions of Section
72(p)(2) of the Code and the regulations thereunder.  In no event may a
Participant have outstanding more than one loan from all qualified plans
sponsored by the Company including this Plan.

6.11     NONALIENATION OF BENEFITS:  Except with respect to federal income tax
withholding, benefits payable under this Plan shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution or levy of any kind either
voluntary or involuntary, including any such liability which is for alimony or
other payments for the support of a spouse or former spouse or for any other
relative of the Employee, prior to actually being received by the person
entitled to the benefit under the terms of the Plan;  any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to benefits payable hereunder, shall be void.
The Trust Fund shall not in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts of any person entitled to benefits
hereunder.

         Notwithstanding the above, the Committee shall direct the Trustee to
comply with a "Qualified Domestic Relations Order", as defined below.

         A Qualified Domestic Relations Order is a judgment, decree or order
(including approval of a property settlement agreement) made pursuant to a
state domestic relations law (including community property law) that relates to
the provision of child support, alimony payments or marital property rights to
a spouse, former spouse, child or other dependent of a Participant ("Alternate
Payee") and which:

         (a)     creates or recognizes the existence of an Alternate Payee's
         right to, or assigns to an Alternate Payee the right to, receive all
         or a portion of the benefits payable to a Participant under this Plan;
         and





Tiffany & Co. Form S-8                                                   Page 51

<PAGE>   31
         (b)     specifies (i) the name and last known mailing address (if any)
         of the Participant and each Alternate Payee covered by the order, (ii)
         the amount or percentage of the Participant's Plan benefits to be paid
         to any Alternate Payee, or the manner in which such amount or
         percentage is to be determined and (iii) the number of payments or the
         period to which the order applies and each plan to which the order
         relates;  and

         (c)     does not require the Plan to:

                 (i)   provide any type or form of benefit or any option not
                 otherwise provided under the Plan;

                 (ii)  pay any benefits to any Alternate Payee prior to the
                 earlier of the affected Participant's termination of
                 employment or the earlier of either (I) the earliest date
                 benefits are payable under the Plan to a Participant or (II)
                 the later of the date the Participant attains age 50 or the
                 earliest date on which the Participant could obtain a
                 distribution from the Plan if the Participant separated from
                 service;

                 (iii) pay any benefits which are not vested under the Plan;

                 (iv)  provide increased benefits;  or

                 (v)   pay benefits to an Alternate Payee that are required to
                 be paid to another Alternate Payee under a prior Qualified
                 Domestic Relations Order.

         For purposes of this Plan, an Alternate Payee who had been married to
the Participant for at least one year may be treated as a spouse with respect
to the portion of the Participant's benefit in which such Alternate Payee has
an interest provided that the Qualified Domestic Relations Order provides for
such treatment.  However, under no circumstances may the spouse of an Alternate
Payee (who is not a Participant hereunder) be treated as a spouse under the
terms of the Plan.

         Upon receipt of any judgment, decree or order (including approval of a
property settlement agreement) relating to the provision of payment by the Plan
to an Alternate Payee pursuant to a state domestic relations law, the Committee
shall promptly notify the affected Participant and any Alternate Payee of the
receipt of such judgment, decree or order and shall notify the affected
Participant and any Alternate Payee of the Committee's procedure for
determining whether or not the judgment, decree or order is a Qualified
Domestic Relations Order.





Tiffany & Co. Form S-8                                                   Page 52

<PAGE>   32
         The Committee shall establish a procedure to determine the status of a
judgment, decree or order as a Qualified Domestic Relations Order and to
administer Plan distributions in accordance with Qualified Domestic Relations
Orders.  Such procedure shall be in writing, shall include a provision
specifying the notification requirements enumerated in the preceding paragraph,
shall permit an Alternate Payee to designate a representative for receipt of
communications from the Committee and shall include such other provisions as
the Committee shall determine, including provisions required under regulations
promulgated by the Secretary of the Treasury.

         During any period in which the issue of whether a judgment, decree or
order is a Qualified Domestic Relations Order is being determined (by the
Committee, a court of competent jurisdiction or otherwise), the Committee shall
account for separately the amount, if any, which would have been payable to the
Alternate Payee during such period as if the judgment, decree or order had been
determined to be a Qualified Domestic Relations Order.

         If the judgment, decree or order is determined to be a Qualified
Domestic Relations Order within the 18-month period following the receipt by
the Committee of the Qualified Domestic Relations Order, then payment of the
amount shall be paid to the appropriate Alternate Payee.  If such  a
determination is not made within the 18-month period, the amount shall be
returned to the Participant's accounts under the Plan and shall be paid at the
time and the manner provided under the Plan as if no order, judgment or decree
had been received by the Committee.

                     ARTICLE VII. TRUST FUND AND INVESTMENT

7.1      TRUST FUND:  All contributions under this Plan shall be paid to the
Trustee and deposited in the Trust Fund.  However, all contributions made by
the Employer are expressly conditioned upon the initial and continued
qualification of the Plan under the Internal Revenue Code, including any
amendments to the Plan, and upon the deductibility under Section 404 of the
Internal Revenue Code of contributions made to provide Plan benefits.  Upon the
Employer's request, a contribution which was made by a mistake of fact, or
conditioned upon qualification of the Plan or any amendment thereof or upon the
deductibility of the contribution Under Section 404 of the Internal Revenue
Code of 1986, shall be returned to the Employer within one year after payment
of the contribution, the denial of the qualification or the disallowance of the
deduction (to the extent disallowed), whichever is applicable.

         Except as provided above, all assets of the Trust Fund, including
investment income, shall be retained for the exclusive benefit of Participants,
Former Participants and Beneficiaries and





Tiffany & Co. Form S-8                                                   Page 53

<PAGE>   33
shall be used to pay benefits to such persons or to pay administrative expenses
of the Plan and Trust Fund to the extent not paid by the Company and shall not
revert to or inure to the benefit of the Company.

7.2      INVESTMENT OF THE TRUST FUND:  The Trustee shall invest the portion of
the Trust Fund accumulated under the ESOP Feature primarily in Company Stock.
The Committee may direct the Trustee to incur debt from time to time to finance
the acquisition of Company Stock under the ESOP Feature by the Trust Fund.  The
Trustee may also invest the Trust Fund in cash, cash equivalents, certificates
of deposit, money market funds, guaranteed investment contracts, short term
securities, bonds and other investments desirable for the Trust at the
direction of the Committee.

7.3      LOANS UNDER THE ESOP FEATURE:

         (a)  The Committee may direct the Trustee to incur a loan on behalf of
         the Trust in a manner and under conditions which will cause the loan
         to be an "exempt loan" within the meaning of Section 4975(d)(2) of the
         Code and regulations thereunder.  A loan shall be used primarily for
         the benefit of Plan Participants and their Beneficiaries.  The
         proceeds of each such loan shall be used, within a reasonable time
         after the loan is obtained, only to purchase Company Stock, to repay
         the loan or to repay any prior loan. Any such loan shall provide for a
         reasonable rate of interest, an ascertainable period of maturity and
         shall be without recourse against the Plan.  Any such loan shall be
         secured solely by shares of Company Stock acquired with the proceeds
         of the loan and shares of such stock that were used as collateral on a
         prior loan which was repaid with the proceeds of the current loan.
         Such stock pledged as collateral shall be placed in a Suspense Account
         and released pursuant to part (b) below as the loan is repaid.
         Company Stock released from the Suspense Account shall be allocated in
         the manner described in Section 5.3.  No person entitled to payment
         under a loan made pursuant to this Section shall have recourse against
         any Trust Fund assets other than the stock used as collateral for the
         loan,  Company contributions of cash that are available to meet
         obligations under the loan and earnings attributable to such
         collateral and the investment of such contributions.  Company
         contributions made with respect to any Plan Year during which the loan
         remains unpaid, and earnings on such contributions, shall be deemed
         available to meet obligations under the loan, unless otherwise
         provided by the Company at the time such contributions are made.

         (b)  Any pledge of stock as collateral under this Section shall
         provide for the release of shares so pledged upon the payment of any
         portion of the loan.  Shares so pledged shall





Tiffany & Co. Form S-8                                                   Page 54

<PAGE>   34
         be released in the proportion that the principal and interest paid on
         the loan for the Plan Year bear to the aggregate principal and
         interest paid for the current Plan Year and each Plan Year thereafter,
         as provided in Treasury Regulation 54.4975-7(b)(8).

         (c)     Payments of principal and interest on any loan under this
         Section shall be made by the Trustee at the direction of the Committee
         solely from: (i) Company contributions available to meet obligations
         under the loan, (ii) earnings from the investment of such
         contributions, (iii) earnings attributable to stock pledged as
         collateral for the loan, (iv) the proceeds of a subsequent loan made
         to repay the loan, and (v) the proceeds of the sale of any stock
         pledged as collateral for the loan.  The contributions and earnings
         available to pay the loan must be accounted for separately by the
         Committee until the loan is repaid.

         (d)     Subject to the limitations in Section 5.9 on annual additions
         to a Participant's Account, assets released from a Suspense Account by
         reason of payment made on a loan shall be allocated immediately upon
         such payment to the accounts of all Participants who then would be
         entitled to an allocation of contributions if such payment had been
         made on the last day of the Plan Year.

         (e)     Except as provided in Sections 5.12 and 7.3(f) of this Plan or 
         as permitted under Treasury Regulation Section 54.4975- 7(b)(10), no
         security acquired with the proceeds of an "exempt loan" may be subject
         to a put, call, or other option, or buy-sell or similar arrangement
         while held by and when distributed from the Plan, whether or not the
         Plan is then an ESOP, as defined in Treasury Regulation Section
         54.4975-7(b)(1)(i).  The protections afforded by this Section 7.3(e)
         shall be "non-terminable" within the meaning of Treasury Regulation
         Section 54.4975-11(a)(3)(ii).

         (f)     If Company Stock is acquired by the Trust with the proceeds of 
         an "exempt loan" and, when distributed, such stock either (i) is not
         publicly traded or (ii) is subject to a "trading limitation" within
         the meaning of Treasury Regulation Section 54.4975-7(b)(10), then any
         Participant to whom such stock is distributed (or such Participant's
         donee or a person (including an estate or its distributee) to whom
         such stock passes by reason of the Participant's death) shall have the
         right to require that his Employer (or an affiliate or shareholder of
         such Employer specified by the Company) repurchase such stock at its
         value as of the last day of the immediately preceding Plan Year,
         determined in accordance with Treasury Regulation Section
         54.4975-11(d)(5).  The foregoing put option shall be exercisable
         during the 15 month period immediately following the date of
         distribution, exclusive of any time during which the put option cannot
         be honored by application of state or Federal law.  Subject to the
         provisions of Treasury Regulation Section 54.4975-7(b)(12)(v), the
         amount paid for such stock shall be paid within 30 days after the
         exercise of the option, or, at the election of the party bound by such
         option, in substantially equal periodic payments (not less frequently
         than annually) over a period beginning not later than 30 days after
         the exercise of such option and not exceeding 5 years.  There shall be
         adequate





Tiffany & Co. Form S-8                                                   Page 55

<PAGE>   35
         security provided and reasonable interest paid on the unpaid balance
         due under this Section.  In the case of Company Stock which is
         publicly traded without restriction when distributed but ceases to be
         so traded within 15 months after distribution, the Company shall
         notify in writing each Participant to whom such stock was distributed
         within 10 days after such stock ceases to be so traded that for the
         remainder of the 15 month period such stock shall be subject to the
         foregoing put option.  The put option described in this Section 7.3(f)
         shall be "non-terminable" within the meaning of Treasury Regulations
         Section 54.4975-11(a)(1)(ii).

7.4      DIVERSIFICATION:  Any Plan Participant under the ESOP Feature who
becomes a Qualified Participant (as defined below) shall have the right to make
an election as follows:  such a Participant may elect within 90 days after the
close of each Plan Year in the Qualified Election Period (as defined below) to
diversify 25% of his Participant Stock Account, less any amount to which a
prior election applies. In the case of the last year to which an election
applies, 50% shall be substituted for 25% in the prior sentence.

         If an election is made under the provisions of the foregoing
paragraph, the portion of the Participant Stock Accounts covered by such an
election shall at the election of the Participant either (i) be distributed to
the Participant or (ii) be transferred to a separate account under one of the
investment options (other than that invested in Company Stock) offered under
the 401(k) Feature.

         For the purposes of this paragraph, the term "Qualified Participant"
means a Participant who has completed at least 10 years of participation under
the Plan and has attained age 55.  For the purposes of this Section 7.4, the
term "Qualified Election Period" means the 6-Plan-Year period beginning with
the first Plan Year in which the Participant becomes a Qualified Participant.


                         ARTICLE VIII.  ADMINISTRATION

8.1      ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST
ADMINISTRATION:  The Fiduciaries shall have only those specific powers, duties,
responsibilities and obligations as are specifically given them under this Plan
or the Trust.  The Company shall have the sole responsibility for making the
contributions provided for under Sections 4.1 and 4.3, and shall have the sole
authority to appoint and remove the Trustee and members of the Committee, and
to amend or terminate in whole or in part, this Plan or the Trust.  The Company
shall have the final responsibility for administration of the Plan, which
responsibility is specifically described in this Plan and the Trust.  The
Committee shall have the specific delegated powers and duties described in the
further provisions of this Article VIII, and such further powers and duties as
hereinafter may be delegated to it by the Company.  The Trustee shall have the
sole responsibility for the administration of the Trust and management of the
assets held under the Trust, all as specifically provided in the Trust.  Each
Fiduciary warrants that any directions given, information furnished, or action
taken by





Tiffany & Co. Form S-8                                                   Page 56

<PAGE>   36
it shall be in accordance with the provisions of the Plan or the Trust as the
case may be, authorizing or providing for such direction, information or
action. Furthermore, each Fiduciary may rely upon any such direction,
information or action of another Fiduciary as being proper under this Plan or
the Trust and is not required under this Plan or the Trust to inquire into the
propriety of any such direction, information or action.  It is intended under
this Plan, and the Trust that each Fiduciary shall be responsible for the
proper exercise of its own powers, duties, responsibilities and obligations
under this Plan and the Trust and shall not be responsible for any act or
failure to act of another Fiduciary.  No Fiduciary guarantees the Trust Fund in
any manner against investment loss or depreciation in asset value.

8.2      APPOINTMENT OF COMMITTEE:  A Committee consisting of at least three
persons shall be appointed by and serve at the pleasure of the Board of
Directors of the Company to assist in the administration of the Plan.  All
usual and reasonable expenses of the Committee may be paid in whole or in part
by the Company, and any expenses not paid by the Company shall be paid by the
Trustee out of the principal or income of the Trust Fund.  Any members of the
Committee who are Employees shall not receive compensation with respect to
their services for the Committee.

8.3      CLAIMS PROCEDURE:  The Committee shall make all determinations as to
the right of any person to a benefit.  Any denial by the Committee of the claim
for benefits under the Plan by a Participant or Beneficiary shall be stated in
writing by the Committee and delivered or mailed to the Participant or
Beneficiary;  and such notice shall set forth the specific reasons for the
denial, written to the best of the Committee's ability in a manner that may be
understood without legal or actuarial counsel.  In addition, the Committee
shall afford a reasonable opportunity to any Participant or Beneficiary whose
claim for benefits has been denied for a review of the decision denying the
claim and, in the event of continued disagreement, either may appeal to the
Employer, whose decision shall be final.

8.4      RECORDS AND REPORTS:  The Employer (or the Committee if so designated
by the Employer) shall exercise such authority and responsibility as it deems
appropriate in order to comply with ERISA and governmental regulations issued
thereunder relating to records of Participant's service, account balances and
the percentage of such account balances which are nonforfeitable under the
Plan, notifications to Participants, annual registration with the Internal
Revenue Service and annual reports to the Department of Labor.

8.5      OTHER COMMITTEE POWERS AND DUTIES:  The Committee shall have such
duties and powers as may be necessary to discharge its duties hereunder,
including, but not by way of limitation, the following:

         (a)  to construe and interpret the Plan, decide all questions of
         eligibility and determine the amount, manner and time of payment of
         any benefits hereunder;





Tiffany & Co. Form S-8                                                   Page 57

<PAGE>   37
         (b)     to prescribe procedures to be followed by Participants or
         Beneficiaries filing applications for benefits;

         (c)     to prepare and distribute in such manner as the Committee
         determines to be appropriate, information explaining the Plan;

         (d)     to receive from the Employers and from Participants such
         information as shall be necessary for the proper administration of the
         Plan;

         (e)     to furnish the Employers, upon request, such annual reports
         with respect to the administration of the Plan as are reasonable and
         appropriate;

         (f)     to receive, review and keep on file (as it deems convenient or
         proper) reports of the financial condition, and of the receipts and
         disbursements, of the Trust Fund from the Trustee;

         (g)     to appoint or employ individuals to assist in the
         administration of the Plan and any other agents it deems advisable,
         including legal and actuarial counsel.

         The Committee shall have no power to add to, subtract from or modify
any of the terms of the Plan, or to change or add to any benefits provided by
the Plan, or to waive or fail to apply any requirements for eligibility for a
benefit under the Plan.

8.6      RULES AND DECISIONS:  The Committee may adopt such rules as it deems
necessary, desirable or appropriate.  All rules and decisions of the Committee
shall be uniformly and consistently applied to all Participants in similar
circumstances.  When making a determination or calculation, the Committee shall
be entitled to rely upon information furnished by a Participant or Beneficiary,
the Company, the legal counsel of the Company or the Trustee.

8.7      COMMITTEE PROCEDURES:  The Committee may act at a meeting or in
writing without a meeting.  The Committee shall elect one of its members as
chairman, appoint a secretary, who may or may not be a Committee member, and
advise the Trustee of such actions in writing.  The secretary shall keep a
record of all meetings and forward all necessary communications to the Company,
or the Trustee.  The Committee may adopt such bylaws and regulations as it
deems desirable for the conduct of its affairs.  All decisions of the Committee
shall be made by the vote of the majority including actions in writing taken
without a meeting.

8.8      AUTHORIZATION OF BENEFIT PAYMENTS:  The Committee shall issue 
directions to the Trustee concerning all benefits which are to be paid from 
the Trust Fund pursuant to the provisions of the Plan.





Tiffany & Co. Form S-8                                                   Page 58

<PAGE>   38
8.9      APPLICATION AND FORMS FOR BENEFITS:  The Committee may require a
Participant or Beneficiary to complete and file with the Committee an
application for a benefit and all other forms approved by the Committee, and to
furnish all pertinent information requested by the Committee.  The Committee
may rely upon all such information so furnished it, including the Participant's
or Beneficiary's current mailing address.

8.10     FACILITY OF PAYMENT:  Whenever, in the opinion of the Company and the
Committee, a person entitled to receive any payment of a benefit or installment
thereof hereunder is under a legal disability or is incapacitated in any way so
as to be unable to manage his financial affairs, the Trustee may be directed to
make payments to such person or to his legal representative or to a relative or
friend of such person for his benefit, or to apply the payment for the benefit
of such person in such manner as the Employer and the Committee consider
available.  Any payment of a benefit or installment thereof in accordance with
the provisions of this Section shall be a complete discharge of any liability
for the making of such payment under the provisions of the Plan.

8.11     INDEMNIFICATION OF THE COMMITTEE: The Committee and the individual 
members thereof shall be indemnified by the Company and not from the
Trust Fund against any and all liabilities arising by reason of any act or
failure to act made in good faith pursuant to the provisions of the Plan,
including expenses reasonably incurred in the defense of any claim relating
thereto.

8.12     INDEPENDENT APPRAISAL:  If the Company Stock is or becomes not readily
tradeable on an established securities market, then any valuation required
under this Plan will be conducted by an independent appraiser (as defined in
Section 401(a)(28) of the Code).

                           ARTICLE IX.  MISCELLANEOUS

9.1      NONGUARANTEE OF EMPLOYMENT:  Nothing contained in this Plan shall be
construed as a contract of employment between any Employer and any Employee, or
as a right of any Employee to be continued in the employment of any Employer,
or as a limitation of the right of any Employer to discharge any of its
Employees, with or without cause.

9.2      RIGHTS TO TRUST ASSETS:  No Employee or Beneficiary shall have any
right to, or interest in, any assets of the Trust Fund upon termination of his
employment or otherwise, except as provided from time to time under the Plan
and then only to the extent of the benefits payable under the Plan to such
Employee or Beneficiary out of the assets of the Trust Fund.  All payments of
benefits as provided for in this Plan shall be made solely out of the assets of
the Trust Fund and none of the Fiduciaries shall be liable therefor in any
manner.

9.3      NONFORFEITABILITY OF BENEFITS:  Subject only to the specific
provisions of this Plan, nothing shall be deemed to divest a Participant of his
right to the nonforfeitable benefit to which he becomes entitled in accordance
with the provisions of this Plan.





Tiffany & Co. Form S-8                                                   Page 59

<PAGE>   39
9.4      DISCONTINUANCE OF COMPANY CONTRIBUTION:  In the event of a permanent
discontinuance of contributions to the Plan by the Company, the accounts of all
Participants shall, as of the date of such discontinuance become 100% vested
and nonforfeitable.

                  ARTICLE X.  AMENDMENTS AND ACTION BY COMPANY

10.1     AMENDMENTS:  The Company reserves the right to make from time to time 
any amendment or amendments to this Plan which do not cause any part of the 
Trust Fund to be used for, or diverted to, any purpose other than the exclusive
benefit of Participants, Former Participants or their Beneficiaries;  provided,
however, that the Company may make any amendment it determines necessary or
desirable, with or without retroactive effect, to comply with ERISA.

10.2     ACTION BY COMPANY:  Any action by the Company under this Plan may be by
resolution of its Board of Directors, or by any person or persons duly
authorized by resolution of said Board to take such action.

                                  ARTICLE XI.

                SUCCESSORS AND MERGER OR CONSOLIDATION OF PLANS

11.1     SUCCESSOR:  In the event of the dissolution, merger, consolidation or
reorganization of the Company, provision may be made by which the Plan and
Trust will be continued by the successor; and, in that event, such successor
shall be substituted for the Company under the Plan.  The  substitution of the
successor shall constitute an assumption of the Plan liabilities by the
successor and the successor shall have all of the powers, duties and
responsibilities of the Company under the Plan.

11.2     CONDITIONS APPLICABLE TO MERGERS OR CONSOLIDATION OF PLANS:  In the
event of any merger or consolidation of the Plan with, or transfer in whole or
in part of the assets and liabilities of the Trust Fund to, another trust fund
held under any other plan of deferred compensation maintained or to be
established for the benefit of all or some of the Participants of this Plan,
the assets of the Trust Fund applicable to such Participants shall be merged or
consolidated with or transferred to the other trust fund only if:

         (a)     each Participant would (if either this Plan or the other plan
         then terminated) receive a benefit immediately after the merger,
         consolidation or transfer which is equal to or greater than the
         benefit he would have been entitled to receive immediately before the
         merger, consolidation or transfer (if this Plan had then terminated);

         (b)     resolutions of the Board of Directors of the Employer under
         this Plan, or of any new or successor employer of the affected
         Participants, shall authorize such transfer of assets;  and, in the
         case of the new or successor employer of the affected





Tiffany & Co. Form S-8                                                   Page 60

<PAGE>   40
         Participants, its resolutions shall include an assumption of
         liabilities with respect to such Participants inclusion in the new
         employer's plan; and

         (c)     such other plan and trust are qualified under Sections 401(a)
         and 501(a) of the Code.

                         ARTICLE XII.  PLAN TERMINATION

12.1     RIGHT TO TERMINATE:  In accordance with the procedures set forth in
this Article, the Company may terminate the Plan at any time.  In the event of
the dissolution, merger, consolidation or reorganization of the Company, the
Plan shall terminate and the Trust Fund shall be liquidated unless the Plan is
continued by a successor to the Company in accordance with Section 11.1.

12.2     PARTIAL TERMINATION:  Upon termination of the Plan by the Company with
respect to a group of Participants, the Trustee shall, in accordance with the
directions of the Committee, allocate and segregate for the benefit of the
Employees then or theretofore employed by the Employer with respect to which
the Plan is being terminated the proportionate interest of such Participants in
the Trust Fund.  The funds so allocated and segregated shall be used by the
Trustee to pay benefits to or on behalf of Participants in accordance with
Section 12.3.

12.3     LIQUIDATION OF THE TRUST FUND:  Upon partial or total termination of
the Plan, the accounts of all Participants affected thereby shall become fully
vested, and the Committee may direct the Trustee: (a) with respect to the
401(k) Feature, to distribute the value of the Participant's Tax Deferred
Contributions Account and Rollover Contributions Account balances thereunder in
a single lump sum; provided that such distribution may be made only if no
successor plan within the meaning of Section 401(k)(2)(B)(ii)(II) of the Code
is maintained, and (b) with respect to the ESOP Feature, (i) to continue to
administer the Trust Fund and pay Participant Stock Account balances in
accordance with Section 6.5, to Participants affected by the termination upon
their termination of employment or to their Beneficiaries upon such a
Participant's death, until the Trust Fund has been liquidated, or (ii) to
distribute the assets remaining in the Trust Fund with respect to the ESOP
Feature, after payment of any expenses properly chargeable thereto, to
Participants, former Participants and Beneficiaries in proportion to their
respective Participant Stock Account balances.

         In case the Committee directs liquidation of the Trust Fund pursuant
to (a) above, the expense of administering the Plan and Trust, if not paid by
the Employer, shall be paid from the Trust Fund.





Tiffany & Co. Form S-8                                                   Page 61

<PAGE>   41
12.4      WITHDRAWAL BY RELATED COMPANY:  Any Related Company that has adopted
the Plan may, by action of its Board of Directors, suspend or terminate the
making of Tax Deferred Contributions from 401(k) Compensation of Participants
or Employer Contributions under the ESOP Feature with respect to Participants
in the employ of such Related Company.

12.5      MANNER OF DISTRIBUTION:  To the extent that no discrimination in
value results, any distribution after termination of the plan may be made, in
whole or in part, in cash, in securities or other assets in kind, or in
nontransferable annuity contracts, subject to the right of Participants to
demand Company Stock.  All noncash distributions shall be valued at fair market
value at date of distribution.





Tiffany & Co. Form S-8                                                   Page 62



<PAGE>   1
                                                                    Exhibit 23.4


                     [COOPERS & LYBRAND LETTERHEAD]


                    CONSENT OF INDEPENDENT ACCOUNTANTS
                               -----------



We consent to the inclusion by reference in the registration statement of
Tiffany & Co. and Subsidiaries on form S-8 of our report dated June 3, 1994 on
our audits of the financial statements of Tiffany & Co.'s Employee Stock
Ownership Plan as of January 31, 1994 and 1993, and for the two years in the
period ended January 31, 1994, which report is incorporated by reference in the
Plan's Annual Report on Form 11-K.


                                             /s/ Coopers & Lybrand


New York, New York
July 28, 1994









                                                                         Page 63

<PAGE>   2
             
                    
                    [COOPERS & LYBRAND LETTERHEAD]

                   CONSENT OF INDEPENDENT ACCOUNTANTS
                              -----------


We consent to the incorporation by reference in the registration statement of
the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan on Form
S-8 of our report dated June 3, 1994 on our audits of the financial statements
of the Tiffany & Co. Employee Stock Ownership Plan as of January 31, 1994 and
1993, and for the two years in the period ended January 31, 1994 on Form 11-K.



                                                    /s/ Coopers & Lybrand 



New York, New York
July 28, 1994










                                                                       Page 63a.







<PAGE>   1
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Tiffany & Co., hereby severally constitute and appoint WILLIAM R.
CHANEY, JAMES N. FERNANDEZ and PATRICK B. DORSEY, and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names, in the capacities indicated below, a Registration
Statement on Form S-8 with respect to shares of the Common Stock of Tiffany &
Co., $.01 par value, which may be purchased or issued under the provisions of
the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan, as well
as with respect to an indeterminate amount of interests to be offered or sold
pursuant to such Plan, and any amendments to said Registration Statement, and
generally to do all such things in our name and behalf in our capacities as
officers and/or directors to enable Tiffany & Co. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.



<TABLE>
<CAPTION>
SIGNATURE                                                        TITLE                                   DATE 
- ---------                                                        -----                                   -----
<S>                                                              <C>                                     <C>
/s/ William R. Chaney                                            Chairman of the Board                   May 19, 1994
- -----------------------------                                    and President (principal                            
William R. Chaney                                                executive officer)                                      
         
        
/s/ James N. Fernandez                                           Senior Vice President -                 May 23, 1994
- -----------------------------                                    Finance (principal                                  
James N. Fernandez                                               financial officer)                                    
           
        
/s/ Larry M. Segall                                              Vice President -                        May 23, 1994
- -----------------------------                                    Treasurer and Controller                            
Larry M. Segall                                                  (principal accounting officer)
        
        
/s/ Jane A. Dudley                                               Director                                May 19, 1994
- -----------------------------                                                                                        
Jane A. Dudley

/s/ Samuel L. Hayes, III                                         Director                                May 19, 1994
- -----------------------------                                                                                        
Samuel L. Hayes, III
</TABLE>




                               (page one of two)





Tiffany & Co. Form S-8                                                   Page 64

<PAGE>   2
                        (continued from foregoing page)



<TABLE>
<CAPTION>
Signature                                                        Title                                   Date 
- ---------                                                        -----                                   -----
<S>                                                              <C>                                     <C>
/s/ Charles K. Marquis                                           Director                                May 19, 1994
- -----------------------------                                                                                        
Charles K. Marquis


                                                                 Director                                May ---, 1994
- -----------------------------                                                                                         
Yoshiaki Sakakura


/s/ William A. Shutzer                                           Director                                May 19, 1994
- -----------------------------                                                                                        
William A. Shutzer


/s/ Geraldine Stutz                                              Director                                May 19, 1994
- -----------------------------                                                                                        
Geraldine Stutz
</TABLE>




                               (page two of two)





Tiffany & Co. Form S-8                                                   Page 65

<PAGE>   3
                               POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned members of
the Administrative Committee of the Tiffany & Co.  Employee Profit Sharing and
Retirement Savings Plan, hereby severally constitute and appoint WILLIAM R.
CHANEY, JAMES N. FERNANDEZ and PATRICK B. DORSEY, and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names, in the capacities indicated below, a Registration
Statement on Form S-8 with respect to shares of the Common Stock of Tiffany &
Co., $.01 par value, which may be purchased or issued under the provisions of
the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan, as well
as with respect to an indeterminate amount of interests to be offered or sold
pursuant to such Plan, and any amendments to said Registration Statement, and
generally to do all such things in our name and behalf in our capacities as
members of such Committee to enable Tiffany & Co. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.



<TABLE>
<CAPTION>
Signature                                          Title                                      Date
- ---------                                          -----                                      ----
<S>                                                <C>                                        <C>
/s/ Patrick B. Dorsey                              Member                                     May 31, 1994
- -----------------------------                                                                             
Patrick B. Dorsey

/s/ James N. Fernandez                             Member                                     May 23, 1994
- -----------------------------                                                                             
James N. Fernandez

/s/ Michael H. Mitchell                            Member                                     May 19, 1994
- -----------------------------                                                                             
Michael H. Mitchell

/s/ Steven M. Salyk                                Member                                     May 24, 1994
- -----------------------------                                                                             
Steven M. Salyk
</TABLE>





                                                                         
Tiffany & Co. Form S-8                                                   Page 66