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                                                                     EXHIBIT 4.4

                           WHITEHALL JEWELLERS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN


                  1. PURPOSE. The purpose of the Whitehall Jewellers, Inc.
Employee Stock Purchase Plan (the "Plan") is to provide employees of Whitehall
Jewellers, Inc., a Delaware corporation (the "Company"), and its Subsidiary
Companies (as defined below) added incentive to remain employed by such
companies and to encourage increased efforts to promote the best interests of
such companies by permitting eligible employees to purchase shares of common
stock, par value $.001 per share, of the Company ("Common Stock") at
below-market prices. The Plan is intended to qualify as an "employee stock
purchase plan" under section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). For purposes of the Plan, the term "Subsidiary Companies"
shall mean all corporations which are subsidiary corporations (within the
meaning of Section 424(f) of the Code) and of which the Company is the common
parent. The Company and its Subsidiary Companies that, from time to time, adopt
the Plan are sometimes hereinafter called collectively the "Participating
Companies."

                  2.  ELIGIBILITY.  Participation in the Plan shall be open to
each employee of the Participating Companies who satisfies all of the following
conditions (an "Eligible Employee"):

                  (a)      such employee's customary employment is for more than
                           20 hours per week;

                  (b)      such employee's customary employment is for more than
                           5 months per calendar year; and

                  (c)      such employee has been continuously employed by the
                           Participating Companies for at least 6 consecutive
                           months.

No right to purchase Common Stock hereunder shall accrue under the Plan in favor
of any person who is not an Eligible Employee as of the first day of a Purchase
Period (as defined in Section 3). Notwithstanding anything contained in the Plan
to the contrary, no Eligible Employee shall acquire a right to purchase Common
Stock hereunder if (i) immediately after receiving such right, such employee
would own 5% or more of the total combined voting power or value of all classes
of stock of the Company or any Subsidiary Company (including any stock
attributable to such employee under section 424(d) of the Code), or (ii) for any
calendar year such right would permit such employee's aggregate rights to
purchase stock under all employee stock purchase plans of the Company and its
Subsidiary Companies exercisable during such calendar year to accrue at a rate
which exceeds $25,000 of fair market value of such stock for such calendar year.

                  3. EFFECTIVE DATE OF PLAN; PURCHASE PERIODS. The Plan shall
become effective on September 1, 2001 or on such later date as may be specified
by the Committee (as defined in Section 11). The Plan shall cease to be
effective unless, within 12 months before or after the date of its adoption by
the Board of Directors of the Company (the "Board"), it has been approved by the
shareholders of the Company.



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                  A "Purchase Period" shall consist of the three month period
beginning on the effective date and each three month period beginning three
months, six months, nine months and twelve months after the effective date as
well as the three month periods beginning on the anniversaries of such three
month periods and prior to termination of the Plan.

                  4.  BASIS OF PARTICIPATION.  (a)  PAYROLL DEDUCTION.  Each
Eligible Employee shall be entitled to enroll in the Plan as of the first day of
any Purchase Period which begins on or after such employee has become an
Eligible Employee.

                  To enroll in the Plan, an Eligible Employee shall make a
request to the Company or its designated agent at the time and in the manner
specified by the Committee, specifying the amount of payroll deduction to be
applied to the compensation paid to the employee by the employee's employer
while the employee is a participant in the Plan. The amount of each payroll
deduction specified in such request for each such payroll period shall be a
whole percentage amount, unless otherwise determined by the Committee, of the
participant's compensation (before withholding or other deductions) paid to him
or her during the Purchase Period by any of the Participating Companies,
provided that the deduction for each pay period shall not be less than $20 and
not more than the amount or percentage determined by the Committee. Subject to
compliance with applicable rules prescribed by the Committee, the request shall
become effective on the first day of the Purchase Period following the day the
Company or its designated agent receives such request.

                  Payroll deductions (and any other amount paid under the Plan)
shall be made for each participant in accordance with such participant's request
until such participant's participation in the Plan terminates, such
participant's payroll deductions are suspended, such participant's request is
revised or the Plan terminates, all as hereinafter provided.

                  A participant may change the amount of his or her payroll
deduction effective as of the first day of any Purchase Period by so directing
the Company or its designated agent at the time and in the manner specified by
the Committee. A participant may not change the amount of his or her payroll
deduction effective as of any date other than the first day of a Purchase
Period, except that a participant may elect to suspend his or her payroll
deduction under the Plan as provided in Section 7.

                  Payroll deductions for each participant shall be credited to a
purchase account established on behalf of the participant on the books of the
participant's employer or such employer's designated agent (a "Purchase
Account"). As of the first business day of the month immediately following the
end of each Purchase Period (the "Exercise Date"), the amount in each
participant's Purchase Account will be applied to the purchase of the number of
whole shares of Common Stock determined by dividing such amount by the Purchase
Price (as defined in Section 5) for such Exercise Date. No interest shall accrue
at any time for any amount credited to a Purchase Account of a participant.

                  (b) OTHER METHODS OF PARTICIPATION. The Committee may, in its
discretion, establish additional procedures whereby Eligible Employees may
participate in the Plan by means other than payroll deduction, including, but
not limited to, delivery of funds by participants in a lump sum or automatic
charges to participants' bank accounts. Such other methods of participating
shall be subject to such rules and conditions as the Committee may establish.
The Committee may at any time amend, suspend or terminate any participation



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procedures established pursuant to this paragraph without prior notice to any
participant or Eligible Employee.

                  5. PURCHASE PRICE. The purchase price (the "Purchase Price")
per share of Common Stock hereunder for any Exercise Date (as defined in Section
4) shall be 90% of the fair market value of a share of Common Stock on the
Exercise Date. If such sum results in a fraction of one cent, the Purchase Price
shall be increased to the next higher full cent. For purposes of the Plan,
unless otherwise determined by the Committee, the fair market value of a share
of Common Stock on a given day shall be the closing price of a share of Common
Stock as reported on the New York Stock Exchange on the date as of which such
value is being determined, or, if the New York Stock Exchange is not open for
trading on such date, the fair market value of a share of Common Stock shall be
the closing price of a share of Common Stock on the next preceding date for
which transactions were reported. In no event, however, shall the Purchase Price
be less than the par value of a share of Common Stock.

                  6. ISSUANCE OF STOCK. The Common Stock purchased by each
participant shall be issued in book entry form and shall be considered to be
issued and outstanding to such participant's credit as of the close of business
on the Exercise Date (as defined in Section 4). A participant will be issued a
certificate for his or her shares of Common Stock when the participant's
participation in the Plan has been terminated in accordance with Section 7, the
Plan is terminated or upon request, but, in the last case, only in denominations
of at least [25] shares. After each Exercise Date, information will be made
available to each participant regarding the entries made to such participant's
Purchase Account, the number of shares of Common Stock purchased and the
applicable Purchase Price.

                  The Committee may permit or require that shares be deposited
directly with a broker designated by the Committee or to a designated agent of
the Company, and the Committee may use electronic or automated methods of share
transfer. The Committee may require that shares be retained with such broker or
agent for a designated period of time and/or may establish other procedures to
permit tracking of disqualifying dispositions of such shares.

                  7. TERMINATION OF PARTICIPATION. (a) Suspension of Payroll
Deduction. A participant may elect at any time and in the manner specified by
the Committee to suspend his or her payroll deduction under the Plan, provided
such election is received by the Company or its designated agent prior to the
date specified by the Committee for suspension of payroll deduction with respect
to the Purchase Period for which such termination is to be effective. Upon any
suspension of participation, the participant's payroll deductions shall cease
and, if the participant elects, the cash credited to such participant's Purchase
Account on the date of such suspension shall be delivered as soon as practicable
to such participant. If the participant does not elect to receive such cash,
such cash shall be applied to the purchase of shares of Common Stock, as
described in Sections 4, 5 and 6 hereof. A participant who elects to suspend
participation in the Plan shall be permitted to resume participation in the Plan
by making a new request at the time and in the manner described in Section 4
hereof.

                  (b) Termination of Participation. If the participant dies,
terminates employment with the Participating Companies for any reason, or
otherwise ceases to be an Eligible Employee, such participant's participation in
the Plan shall immediately terminate. Upon such terminating event, the cash
credited to such participant's Purchase Account on the date of such termination
shall be delivered promptly to such participant or his or her legal
representative, as the case may

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be, and certificates for the number of full shares of Common Stock held for his
or her benefit and the cash equivalent for any fractional share so held shall be
delivered to the participant as soon as practicable after such termination. Such
cash equivalent shall be determined by multiplying the fractional share by the
fair market value of a share of Common Stock on the Exercise Date (as defined in
Section 4) immediately preceding such termination, determined as provided in
Section 5.

                  8. TERMINATION OR AMENDMENT OF THE PLAN. The Company, by
action of the Board or the Committee, may terminate the Plan at any time, in
which case notice of such termination shall be given to all participants, but
any failure to give such notice shall not impair the effectiveness of the
termination.

                  Without any action being required, the Plan shall terminate in
any event when the maximum number of shares of Common Stock to be sold under the
Plan (as provided in Section 12) has been purchased. Such termination shall not
impair any rights which under the Plan shall have vested on or prior to the date
of such termination. If at any time the number of shares of Common Stock
remaining available for purchase under the Plan are not sufficient to satisfy
all then-outstanding purchase rights, the Board or Committee may determine an
equitable basis of apportioning available shares of Common Stock among all
participants.

                  The Board or the Committee may amend the Plan from time to
time in any respect for any reason; provided, however, no such amendment shall
(a) materially adversely affect any purchase rights outstanding under the Plan
with respect to the Purchase Period in which such amendment is to be effected,
(b) increase the maximum number of shares of Common Stock which may be purchased
under the Plan, (c) decrease the Purchase Price of a share of Common Stock with
respect to any Purchase Period below 85% of the fair market value thereof on the
Exercise Date or (d) adversely affect the qualification of the Plan under
section 423 of the Code.

                  Upon termination of the Plan, one or more certificates for the
number of full shares of Common Stock held for each participant's benefit and
the cash equivalent of any fractional share so held, determined as provided in
Section 7 shall be delivered to such participant as soon as practicable after
the Plan terminates, and, except as otherwise provided in Section 14, the cash,
if any, credited to the such participant's Purchase Account, shall also be
distributed to such participant as soon as practicable after the Plan
terminates.

                  9.  NON-TRANSFERABILITY.  Rights acquired under the Plan are
not transferable and may be exercised only by a participant.

                  10.  SHAREHOLDER'S RIGHTS.  No Eligible Employee or
participant shall by reason of the Plan have any rights of a shareholder of the
Company until he or she shall acquire a share of Common Stock as herein
provided.

                  11. ADMINISTRATION OF THE PLAN. The Plan shall be administered
by a committee (the "Committee") designated by the Board. In addition to the
power to amend or terminate the Plan pursuant to Section 8, the Committee shall
have full power and authority to: (i) interpret and administer the Plan and any
instrument or agreement entered into under the Plan; (ii) establish such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (iii) make any other determination and
take any other action that the Committee deems necessary or desirable for
administration of the Plan. Decisions


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of the Committee shall be final, conclusive and binding upon all persons,
including the Company, any participant and any other employee of the Company.

                  The Plan shall be administered so as to ensure that all
participants have the same rights and privileges as are provided by section
423(b)(5) of the Code.

                  12. MAXIMUM NUMBER OF SHARES. The maximum number of shares of
Common Stock which may be purchased under the Plan is 500,000, subject to
adjustment as hereinafter set forth. Shares of Common Stock sold hereunder may
be treasury shares, authorized and unissued shares, shares purchased for
participants in the open market (on an exchange or in negotiated transactions)
or any combination thereof. If the Company shall, at any time after the
effective date of the Plan, change its issued Common Stock into an increased
number of shares, with or without par value, through a stock dividend or a stock
split, or into a decreased number of shares, with or without par value, through
a combination of shares, then, effective with the record date for such change,
the maximum number of shares of Common Stock which thereafter may be purchased
under the Plan shall be the maximum number of shares which, immediately prior to
such record date, remained available for purchase under the Plan proportionately
increased, in case of such stock dividend or stock split, or proportionately
decreased in case of such combination of shares.

                  13. MISCELLANEOUS. Except as otherwise expressly provided
herein, (i) any request, election or notice under the Plan from an Eligible
Employee or participant shall be transmitted or delivered to the Company or its
designated agent and, subject to any limitations specified in the Plan, shall be
effective when so delivered and (ii) any request, notice or other communication
from the Company or its designated agent that is transmitted or delivered to
Eligible Employees or participants shall be effective when so transmitted or
delivered. The Plan, and the Company's obligation to sell and deliver shares of
Common Stock hereunder, shall be subject to all applicable federal and state
laws, rules and regulations, and to such approval by any regulatory or
governmental agency as may, in the opinion of counsel for the Company, be
required.

                  14. CHANGE IN CONTROL. In the event of any Change in Control
of the Company, as defined below, the then current Purchase Period shall
thereupon end, the Committee, in its sole discretion, shall either direct that
the cash credited to all participants' Purchase Accounts be applied to purchase
shares pursuant to Sections 4, 5 and 6 or that such cash be returned to
participants and the Plan shall immediately thereafter terminate. For purposes
of this Section 14, "Change in Control" shall have the same meaning as the
definition of "Change in Control" set forth in the Whitehall Jewellers, Inc.
1997 Long-Term Incentive Plan, or any successor plan thereto.



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