Deferral Agreement (2003)Full Document 

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                            FINLAY ENTERPRISES, INC.
             EXECUTIVE DEFERRED COMPENSATION AND STOCK PURCHASE PLAN

                             2003 DEFERRAL AGREEMENT

        (This Deferral Agreement is not effective until filed with and receipt
is acknowledged by the Committee)

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Participant's Last Name: _____________ First: _______________ Middle: _________

Address:
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                      (City, State, Zip Code)

Social Security Number:   _ _ _ - _ _  - _ _ _ _

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I.      ELECTION TO DEFER BONUS.

I hereby elect to participate in the Finlay Enterprises, Inc. Executive Deferred
Compensation and Stock Purchase Plan (the "Plan") and to defer payment (for the
deferral period I elect below) of 25% of my Bonus under the Finlay Enterprises,
Inc. Management Bonus Opportunity Plan with respect to 2003. I elect to defer
25% of my Bonus based on the following (check only one):

               [ ]  My target Bonus
               [ ]  My actual Bonus
               [ ]  The greater of my target or actual Bonus

In lieu of 25% of my Bonus, I acknowledge that my Account under the Plan will be
credited with a number of restricted stock units ("RSUs") equal to the amount I
elect to defer hereunder divided by the Fair Market Value of a share of Common
Stock on April 23, 2004, which is the date my Bonus would otherwise be paid to
me if I did not elect to participate in the Plan (the "Award Date"). If I elect
to purchase RSUs in accordance with this Deferral Agreement and the Plan, the
Corporation will credit my Account with one Matching RSU for each RSU that I

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