Zale Corp Watch

from S-3 2 pages Par Value $.01 Common Stock Cusip 988858 10 6 See Reverse for Certain Definitions Incorporated Under the Laws of the State of Delaware Countersigned and Registered: Wells Fargo Bank, N.A. Transfer Agent and Registrar by Authorized Signature Number Shares This Certifies That Is the Owner of American Financial Printing, Inc. • Minneapolis This Certificate Is Transferable in the City of South Saint Paul, Minnesota Fully Paid and Non-Assessable Shares of Common Stock of Zale Corporation Transferable on the Books of the Corporation by the Holder Hereof, in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Unless Countersigned and Registered by the Transfer Agent and Registrar. Witness the Facsimile Signatures of the Corporation’s Duly Authorized Officers. Dated: President Treasurer Specimen

from 10-Q 5 pages Form of Assignment and Acceptance

from 8-K 27 pages Security Agreement

from 8-K 5 pages Joinder to Security Agreement

from 8-K 5 pages Joinder to Security Agreement

from 10-K405 ~50 pages Purchase & Servicing Agreement

from 10-K405 ~50 pages Series 1999 - A Indenture Supplement

from 10-K405 ~50 pages Indenture, Dated as of July 15, 1999

from S-8 >50 pages Zale Corp. Savings & Investment Plan

from S-4 ~20 pages Registration Rights Agreement

from S-4 ~50 pages Purchase Agreement

from S-4 >50 pages Form of Indenture

from S-8 ~5 pages Outside Directors 1995 Stock Option Plan

from 10-K ~20 pages Amended and Restated Lender Security Agreement

from 10-K ~50 pages Purchase and Servicing Agreement

from 10-K >50 pages Indenture (Dated July 1, 1994)