website, http://investor.tiffany.com/governance.cfm. Under its charter, the Compensation Committee's responsibilities include: x Approval of remuneration arrangements for executive officers, and x Approval of compensation plans in which officers and employees of Tiffany are eligible to participate. For additional information regarding the operation of the Compensation Committee, including the role of consultants and management in the process of determining the amount and form of executive compensation, see "Compensation Committee Process" beginning on page PS-29 of the "Compensation Discussion and Analysis" below. The Compensation Committee’s report appears on page PS-31. Compensation for the non-management members of the Board is set by the Board with advice from the Nominating/Corporate Governance Committee. Stock Option Subcommittee The Stock Option Subcommittee determines the grant of options, restricted stock units, cash incentive awards and other matters under our 2005 Employee Incentive Plan. All members of the Compensation Committee are members of this subcommittee. Compensation Committee Interlocks and Insider Participation No director serving on the Compensation Committee or its Stock Option Subcommittee during any part of Fiscal 2007 was, at any time either during or before such fiscal year, an officer or employee of Tiffany & Co. or any of its subsidiaries. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed during the last fiscal year. Audit Committee The Company’s Audit Committee is an “audit committee” established in accordance with Section 3(a) (58)(A) of the Securities Exchange Act of 1934. The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s financial matters. The Audit Committee operates under a charter adopted by the Board; that charter may be viewed on the Company’s website, http://investor.tiffany.com/governance.cfm. Under its charter, the Audit Committee's responsibilities include: x Retaining and terminating the Company’s independent registered public accounting firm, reviewing the quality-control procedures and independence of such firm and evaluating their proposed audit scope, performance and fee arrangements; x Approving in advance all audit and non-audit services to be rendered by the independent registered public accounting firm; x Reviewing the adequacy of our system of internal financial controls over financial reporting; x Establishing procedures for complaints regarding accounting, internal accounting controls or auditing matters; and x Conducting a post-audit review of our financial statements and audit findings in advance of filing, and reviewing in advance proposed changes in our accounting principles. TIFFANY & CO. PS-15 PROXY STATEMENT

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