Attached files

                                                                 Exhibit 10.139d

                         CASH INCENTIVE AWARD AGREEMENT

     AGREEMENT  made  effective  February 1, 2010 by and among  Tiffany & Co., a
Delaware  corporation  (the  "Company"),  Tiffany  and  Company,  the  New  York
subsidiary corporation of the Company ("Tiffany") and * ("Executive").

     Whereas,  on March 17, 2005 the Board of Directors of the Company  adopted,
and on May 19, 2005 the stockholders of the Company duly approved, the Company's
2005 Employee Incentive Plan, as subsequently amended (the "Plan"); and

     Whereas, the Stock Option Subcommittee of the Compensation Committee of the
Company was appointed the "Committee" under the Plan by said Board of Directors;
and

     NOW THEREFORE,  based upon the foregoing and in consideration of the mutual
promises hereinafter set forth, it is hereby AGREED as follows:

     1. This Agreement is intended to be an Award  Agreement  under the Plan and
is subject to all terms and  conditions  set forth in such Plan,  including  the
Plan provisions limiting implied rights.

     2. Executive  agrees that he/she shall not be entitled to any cash bonus in
respect of the fiscal  year  ending  January 31, 2010 except as provided in this
Agreement.

     3. Tiffany  agrees to pay, or,  failing  that,  the Company shall pay, cash
Incentive  Award to Executive  in respect of the fiscal year ending  January 31,
2010 only as follows:

(a) Such award shall be paid, if at all, following the close of such fiscal year
and  after  financial  results  have been  determined  and  publicly  announced,
provided that Executive  remains  employed with Tiffany  through the end of such
fiscal year;

(b) No award  shall be  payable  unless  the  following  Performance  Measure is
achieved:  the  Company's  consolidated  net  earnings  for such fiscal year (as
adjusted by the  Committee  pursuant to Section 9.1 of the Plan) equal or exceed
$189 million;

(c) If  the  condition  stated  in  subparagraph  (b) is  satisfied,  a  maximum
Incentive Award of $ * [see Schedule of Maximum Awards attached] will be payable
to you,  subject to the  discretion of the  Committee to reduce such award;  the
Committee will not be limited in the exercise of such discretion.

     4. This  Agreement  shall be  governed  by the law of the State of New York
applicable to agreements made and to be performed within said state.





Compensation Committee, March 17, 2010                               Page 1 of 2


     IN  WITNESS  WHEREOF,  parties  hereto  have  entered  into this  Agreement
effective as of the date first stated above.



                                                    Tiffany & Co.
                                                    (the "Company")


      ------------------------------------          ----------------------------
      [Name of Executive]



                                                    Tiffany and Company
                                                    ("Tiffany")


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



         Schedule of Maximum Incentive Awards

         Michael J. Kowalski -- $2,000,000
         James N. Fernandez -- $1,036,000
         James E. Quinn -- $1,036,000
         Beth O. Canavan -- $840,000
         Jon King -- $840,000




























Compensation Committee, March 17, 2010                               Page 2 of