THIS GUARANTY AGREEMENT , dated as of September 1, 2010 (as amended or restated from
time to time, this “ Guaranty ”), by Tiffany and Company , a New York corporation, Tiffany & Co.
International , a Delaware corporation and Tiffany & Co. Japan Inc. , a Delaware corporation (together with
their respective successors and assigns, the “ Guarantors ”) is in favor of each of the Noteholders (as such term
is hereinafter defined).
Tiffany & Co., a Delaware corporation (together with its successors and assigns, the “ Company
”), has authorized the issuance of its (i) 1.72% Senior Notes due September 1, 2016 in the aggregate principal
amount of Ten Billion Yen (¥10,000,000,000) (the “ Notes ”), pursuant to a Note Purchase Agreement, of even
date herewith (as may be amended or restated from time to time, the “ Note Purchase Agreement ”), between
the Company and the respective purchasers listed on Schedule A attached thereto (the “ Purchasers ”).
In order to induce the Purchasers to purchase the Notes from the Company, the Company has
agreed that it will cause each Guarantor to guaranty unconditionally all of the obligations of the Company to pay
principal of and interest and Make-Whole Amount and Swap Reimbursement Amount on the Notes and all other
amounts payable by the Company under the terms of the Notes and the Note Purchase Agreement pursuant to
the terms and provisions hereof.
Each Guarantor and the Company are operated as part of one combined business group and are
directly dependent upon each other for and in connection with their respective business activities and their
respective financial resources. Each Guarantor will receive direct and indirect economic, financial and other
benefits from the indebtedness incurred under the Note Purchase Agreement and the Notes by the Company,
and under this Guaranty by each Guarantor, and the incurrence of such indebtedness is in the best interests of