ZALE CORPORATION 2005 OUTSIDE DIRECTORS' STOCK INCENTIVE PLAN RESTRICTED STOCK PLAN AGREEMENT

Participant

Issue Date

Number of Shares

Social Security Number

Grant

Zale Corporation (the “Company”) has issued to the Participant named above, as of the Issue Date, the above number of shares of common stock of the Company (the “Restricted Stock”) subject to the terms and conditions set forth in this Plan Agreement and in the Zale Corporation 2005 Outside Directors’ Stock Incentive Plan (the “Plan”).

Issue Date

The Issue Date for the shares of Restricted Stock granted to the Participant pursuant to this Plan Agreement (the “Restricted Shares,” or a “Restricted Share”) shall be the date set forth above.

Issuance of Certificates

Reasonably promptly after the Issue Date, the Company shall cause to be issued a stock certificate, registered in the name of the Participant, evidencing the Restricted Shares; provided, however, that the Company shall not cause such a stock certificate to be issued unless it has received a stock power duly endorsed in blank with respect to such Restricted Shares. Each such stock certificate shall bear the legend required by Section 8(e) of the Plan. Such legend shall not be removed until such Restricted shares vest pursuant to the terms of this Plan Agreement and the Plan.

The stock certificate issued with respect to the Restricted Shares, together with the stock powers relating to such Restricted Shares, shall be held by the Company.

Vesting Date(s)

The Restricted Shares shall vest in full on the first anniversary of the Issue Date (the “Vesting Date”).

Consequences of Vesting

Upon the vesting of a Restricted Share pursuant to the