ZALE CORPORATION 2003 STOCK INCENTIVE PLAN, AS AMENDED TIME-VESTING RESTRICTED STOCK UNITS PLAN AGREEMENT

Participant

Issue Date

Number of Units

Employee ID

Grant

Zale Corporation (the “Company”), on behalf of Zale Delaware, Inc. (“Zale Delaware”), its wholly-owned subsidiary, 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 2003 Stock Incentive 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(s)

The Restricted Stock Units issued pursuant to this Plan Agreement shall vest 25% on the second anniversary, 25% on the third anniversary and 50% on the fourth anniversary of the Issue Date.

Consequences of Vesting

Upon the Vesting Date, the Participant shall be entitled to receive one share of the Company’s common stock, par value $.01 per share (“Common Stock”), for each Restricted Stock Unit that vested on the Vesting Date or, in the sole discretion of the Committee, in lieu thereof, the Company shall pay to the Participant the Fair Market Value of such number of shares of Common Stock.  Unless the Committee has elected to make a cash payment upon the vesting of the Restricted Stock Units reasonably promptly after the Vesting Date, the Company shall cause to be delivered to the Participant a certificate evidencing the