FORM OF ZALE CORPORATION NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN, AS AMENDED RESTRICTED STOCK UNITS PLAN AGREEMENT

Participant

Issue Date

Number of Units

Grant

Zale Corporation (the “Company”) has granted to the Participant named above, as of the Issue Date, the above number of Restricted Stock Units, subject to the terms and conditions set forth in this Plan Agreement and in the Zale Corporation Non-Employee Director Equity Compensation Plan, as amended (the “Plan”).

Issue Date

The Issue Date for the Restricted Stock Units granted to the Participant pursuant to this Plan Agreement shall be the date set forth above.

Vesting Date

The Restricted Stock Units issued pursuant to this Plan Agreement shall vest on __________________ (the “Vesting Date”).

Consequences of Vesting

Upon the vesting of the Restricted Stock Units pursuant to the terms of the Plan and this Plan Agreement, the Company promptly shall cause to be delivered to the Participant a number of shares of Company Stock equal to the above number of Restricted Stock Units (and any additional Restricted Stock Units or other amounts credited with respect to Dividend Equivalents), unless the Board of Directors in its sole discretion determines that payment shall be made instead by delivering an amount of cash equal to the Fair Market Value thereof. A Participant or, at the time of the grant, the Board of Directors may elect to defer such receipt of the delivery of shares of Company Stock that would otherwise be due to the Participant by virtue of the vesting of a Restricted Stock Unit, provided such deferral election is made in accordance with the requirements of Section 409A of the Code. Any such election shall be made pursuant to an election form attached hereto. Notwithstanding the foregoing, such shares may be subject to restrictions on transfer as a result of applicable securities laws.

No Dividends or Voting Rights

The Participant shall not be entitled to receive dividend payments with resp