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                                                                   EXHIBIT 10.21

                    FORM OF RESTRICTED STOCK AWARD AGREEMENT


                           FOR NON-EMPLOYEE DIRECTORS

     Whitehall Jewellers, Inc, a Delaware corporation (the "Company"), hereby
grants to ______________ (the "Holder") as of _________ (the "Grant Date"),
pursuant to the provisions of the Company's 1997 Long-Term Incentive Plan (the
"Plan"), a restricted stock award (the "Award) of ___ shares of the Company's
Common Stock, $.001 par value ("Stock"), upon and subject to the restrictions,
terms and conditions set forth below. Capitalized terms not defined herein shall
have the meanings specified in the Plan.

     1. Award Subject to Acceptance of Agreement. The Award shall be null and
void unless the Holder shall (a) accept this Agreement by executing it in the
space provided below and returning it to the Company and (b) execute and return
one or more irrevocable stock powers to facilitate the transfer to the Company
(or its assignee or nominee) of all or a portion of the shares subject to the
Award, if shares are forfeited pursuant to Paragraph 4 hereof or if required
under applicable laws or regulations. As soon as practicable after the Holder
has executed this Agreement and such stock power or powers and returned the same
to the Company, the Company shall cause to be issued in the Holder's name a
stock certificate or certificates representing the total number of shares of
Stock subject to the Award.

     2. Rights as a Stockholder. The Holder shall have the right to vote the
shares of Stock subject to the Award and to receive dividends and other
distributions thereon unless and until, and only to the extent, such shares are
forfeited pursuant to Paragraph 4 hereof; provided, however, that a dividend or
other distribution with respect shares of Stock (including, without limitation,
a stock dividend or stock split), other than a regular cash dividend, shall be
delivered to the Company (and the Holder shall, if requested by the Company,
execute and return one or more irrevocable stock powers related thereto) and
shall be subject to the same restrictions as the shares of Stock with respect to
which such dividend or other distribution was made.

     3. Custody and Delivery of Certificates Representing Shares. The Company
shall hold the certificate or certificates representing the shares of Stock
subject to the Award until such Award shall have vested pursuant to Paragraph 4
hereof, and the Company shall as soon thereafter as practicable, subject to
Section 6.3, deliver the certificate for the vested shares to the Holder and
destroy the stock power relating to the vested shares.

     4. Restriction Period and Vesting. (a) The Award shall vest in its entirety
on the first anniversary of the Grant Date, or earlier pursuant to Section 6.8
of the Plan (the "Restriction Period").

     (b) If the Holder ceases to be a director of the Company for any reason and
the Award has not vested as of the effective date of the Holder's termination of
service, such Award shall be forfeited by the Holder and shall be canceled by
the Company.

     5. Termination of Award. In the event that the Holder shall forfeit the
shares of Stock subject to the Award, the Holder shall, upon the Company's
request, promptly return




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this Agreement to the Company for full cancellation. Such cancellation shall be
effective regardless of whether the Holder returns this Agreement.

     6. Additional Terms and Conditions of Award.

     6.1. Nontransferability of Award. During the Restriction Period, the shares
of Stock subject to the Award may not be transferred by the Holder other than by
will, the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company. Except to the extent permitted
by the foregoing, during the Restriction Period, the shares of Stock subject to
the Award may not be sold, transferred, assigned, pledged, hypothecated,
encumbered or otherwise disposed of (whether by operation of law or otherwise)
or be subject to execution, attachment or similar process. Upon any attempt to
so sell, transfer, assign, pledge, hypothecate or encumber, or otherwise dispose
of such shares, the Award shall immediately become null and void.

     6.2. Investment Representation. The Holder hereby represents and covenants
that (a) any shares of Stock acquired upon the vesting of the Award will be
acquired for investment and not with a view to the distribution thereof within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
unless such acquisition has been registered under the Securities Act and any
applicable state securities law; (b) any subsequent sale of any such shares
shall be made either pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws, or pursuant to an
exemption from registration under the Securities Act and such state securities
laws; and (c) if requested by the Company, the Holder shall submit a written
statement, in form satisfactory to the Company, to the effect that such
representation (x) is true and correct as of the date of acquisition of any
shares hereunder or (y) is true and correct as of the date of any sale of any
such shares, as applicable. As a further condition precedent to the delivery to
the Holder of any shares subject to the Award, the Holder shall comply with all
regulations and requirements of any regulatory authority having control of or
supervision over the issuance or delivery of the shares and, in connection
therewith, shall execute any documents which the Board or the Committee shall in
its sole discretion deem necessary or advisable to comply with the Securities
Act, applicable state securities laws or the regulations or requirements of any
such regulatory authority.

     6.3. Withholding Taxes. (a) As a condition precedent to the delivery to the
Holder of any shares of Stock subject to the Award, the Holder shall, upon
request by the Company, pay to the Company such amount of cash as the Company
may be required, under all applicable federal, state, local or other laws or
regulations, to withhold and pay over as income or other withholding taxes (the
"Required Tax Payments") with respect to the Award. If the Holder shall fail to
advance the Required Tax Payments after request by the Company, the Company may,
in its discretion, deduct any Required Tax Payments from any amount then or
thereafter payable by the Company to the Holder.

     (b) The Holder may elect to satisfy his or her obligation to advance the
Required Tax Payments by any of the following means: (1) a cash payment to the
Company pursuant to Section 6.3(a), (2) delivery (either actual delivery or by
attestation procedures established by the Company) to the Company of previously
owned whole shares of Stock (which the Holder has held for at least six months
prior to the delivery of such shares or which the Holder purchased on




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the open market and for which the Holder has good title, free and clear of all
liens and encumbrances) having a Fair Market Value, determined as of the date
the obligation to withhold or pay taxes first arises in connection with the
Award (the "Tax Date"), equal to the Required Tax Payments, (3) authorizing the
Company to withhold from the shares of Stock otherwise to be delivered to the
Holder pursuant to the Award, a number of whole shares of Stock having a Fair
Market Value, determined as of the Tax Date, equal to the Required Tax Payments,
(4) a cash payment by a broker-dealer acceptable to the Company through whom the
Holder has sold the shares with respect to which the Required Tax Payments have
arisen or (5) any combination of (1), (2) and (3). The Committee shall have sole
discretion to disapprove of an election pursuant to any of clauses (2)-(5) and
if the Holder is subject to Section 16 of the Securities Exchange Act of 1934,
as amended, the Company may require that the method of making such payment be in
compliance with Section 16 and the rules and regulations thereunder. Shares of
Stock to be delivered or withheld may have a Fair Market Value in excess of the
minimum amount of the Required Tax Payments, but not in excess of the amount
determined by applying the Holder's maximum marginal tax rate. Any fraction of a
share of Stock which would be required to satisfy such an obligation shall be
disregarded and the remaining amount due shall be paid in cash by the Holder. No
certificate representing a share of Stock shall be delivered until the Required
Tax Payments have been satisfied in full.

     6.4. Adjustment. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Stock other than a regular cash
dividend, the number and class of securities subject to the Award shall be
appropriately adjusted by the Committee (such adjustment to be made reasonably
and in good faith by the Committee). If any adjustment would result in a
fractional security being subject to the Award, the Company shall pay the Holder
in connection with the vesting, if any, of such fractional security, an amount
in cash determined by multiplying (is) such fraction (rounded to the nearest
hundredth) by (ii) the Fair Market Value on the vesting date. The decision of
the Committee regarding any such adjustment shall be final, binding and
conclusive.

     6.5. Compliance with Applicable Law. The Award is subject to the condition
that if the listing, registration or qualification of the shares subject to the
Award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the vesting or delivery of
shares hereunder, the shares of Stock subject to the Award shall not vest or be
delivered unless such listing, registration, qualification, consent or approval
shall have been effected or obtained, free of any conditions not approved by the
Company (which approval will not be unreasonably withheld). The Company agrees
to use reasonable efforts to effect or obtain any such listing, registration,
qualification, consent or approval.

     6.6. Delivery of Certificates. Subject to Section 6.3, upon the vesting of
the Award, the Company shall deliver or cause to be delivered one or more
certificates representing the number of vested shares. The Company shall pay all
original issue or transfer taxes and all fees and expenses incident to such
delivery, except as otherwise provided in Section 6.3.




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     6.7. Decisions of Board or Committee. The Board or the Committee shall have
the right to resolve all questions and make any determinations which may arise
in connection with the Award (which rights shall be exercised reasonably and in
good faith). Any interpretation, determination or other action made or taken by
the Board or the Committee regarding the Plan or this Agreement shall be final,
binding and conclusive.

     6.8. Agreement Subject to the Plan. This Agreement is subject to the
provisions of the Plan and shall be interpreted in accordance therewith. The
Holder hereby acknowledges receipt of a copy of the Plan.

     7. Miscellaneous Provisions.

     7.1. Meaning of Certain Terms. As used herein, the term "vest" shall mean
no longer subject to forfeiture. References in this Agreement to sections of the
Code shall be deemed to refer to any successor section of the Code or any
successor internal revenue law.

     7.2. Successors. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company and any person or persons
who shall, upon the death of the Holder, acquire any rights hereunder in
accordance with this Agreement or the Plan.

     7.3. Notices. All notices, requests or other communications provided for in
this Agreement shall be made, if to the Company, to Whitehall Jewellers, Inc.,
155 North Wacker Drive, Chicago, IL 60606, Attention: Secretary, and if to the
Holder, to __________. All notices, requests or other communications provided
for in this Agreement shall be made in writing either (a) by personal delivery
to the party entitled thereto, (b) by facsimile with confirmation of receipt,
(c) by mailing in the United States mails to the last known address of the party
entitled thereto or (d) by express courier service. The notice, request or other
communication shall be deemed to be received upon personal delivery, upon
confirmation of receipt of facsimile transmission, or upon receipt by the party
entitled thereto if by United States mail or express courier service; provided,
however, that if a notice, request or other communication is not received during
regular business hours, it shall be deemed to be received on the next succeeding
business day of the Company.

     7.4. Governing Law. This Agreement, the Award and all determinations made
and actions taken pursuant hereto and thereto, to the extent not otherwise
governed by the laws of the United States, shall be governed by the laws of the
State of Delaware and construed in accordance therewith without giving effect to
principles of conflicts of laws.

     7.5. Counterparts. This Agreement may be executed in two counterparts each
of which shall be deemed an original and both of which together shall constitute
one and the same instrument.

                                  WHITEHALL JEWELLERS, INC.


                                  By:      ________________________________
                                           Name:


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                                           Title:


Accepted this ____ day of


_________________, ____.


_______________________
      [Holder]






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