Exhibit
10.4


ZALE DELAWARE, INC.

409A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005


ARTICLE I


ESTABLISHMENT AND PURPOSE


1.1                               Establishment.  Zale Delaware, Inc. (the “Company”)
established the Zale Delaware, Inc. Supplemental Executive Retirement Plan (the
“SERP”), effective September 15, 1995. 
Effective December 31, 2004, the Company amended the SERP to (i) cease
benefit accruals and (ii) bifurcate the SERP into two separate plans, one that
is subject to the requirements of section 409A of the Code (as defined herein)
and one that is not.  By this instrument,
the Company desires to amend and restate that portion of the SERP that is
subject to the requirements of section 409A of the Code effective
January 1, 2005 (the “Effective Date”). 
Such amended and restated SERP will be referred to herein as the “Plan.”


1.2                               Purpose.
The purpose of the Plan is to provide eligible executives with the opportunity
to receive each year after retirement, payments equal to a portion of their
final average pay.  The Plan is meant to
provide a long-term reward for executives that recognizes their contribution to
the Company’s success throughout their careers.


ARTICLE II


DEFINITIONS


Unless the context otherwise requires, the terms used
herein will have the meanings set forth below:


2.1                               “Affiliate” means a corporation that is a member of a
controlled group of corporations (as defined in section 414(b) of the Code)
that includes the Company, any trade or business (whether or not incorporated)
that is in common control (as defined in section 414(c) of the Code) with the
Company, or any entity that is a member of the same affiliated service group
(as defined in section 414(m) of the Code) as the Company.


2.2                               “Base Salary” means the regular salary paid to a Participant
by the Company, excluding bonuses, benefits under
employee benefit plans, fringe benefits, and any other extra or additional
payments made to or for the benefit of such Participant.  Effective December 31, 2004, benefit
accruals under the Plan have ceased. 
Accordingly, no Base Salary earned after such date will be counted for
purposes of the Plan.


2.3                               “Benefit” means the monetary amount to be paid a vested
Participant under the Plan.


2.4                               “Bonus Points” means the number of points awarded to a
Participant under the formula described in Section 4.2.  Effective December 31, 2004, benefit accruals
under the Plan have ceased.  Accordingly,
no Bonus Points will be awarded after such date.



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2.5                               “Bonus Target” means a goal for net income established each
Plan Year by the Compensation Committee.


2.6                               “Change of Control” will be deemed to have occurred if,
subsequent to the Effective Date of this Plan,


(a)                                  any
“person” (within the meaning of Section 13(d) of the Exchange Act) becomes the
beneficial owner (within the meaning of Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of either (i) a majority of the Company’s
outstanding Common Stock or (ii) securities of the Company representing a
majority of the combined voting power of the Company’s then outstanding voting
securities, except that there will be no Change of Control if such person (A)
becomes such a beneficial owner solely as the result of the acquisition of the
outstanding Common Stock or other outstanding voting securities by the Company
or (B) is an employee benefit plan or related trust sponsored or maintained by
the Company or any corporation or other entity controlled by the Company;


(b)                                 during
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company cease, at any time
after the beginning of such period, for any reason to constitute a majority of
the Board of Directors of the Company, unless the election of any such new
director was nominated, effected, or ratified by at least two-thirds of the
directors still in office who were directors at the beginning of such two-year
period or whose election was previously so nominated, effected, or ratified;


(c)                                  a
reorganization, merger, or consolidation of the Company with one or more other
corporations or other entities, unless, in any case, (i) at least a majority of
the Company’s outstanding Common Stock (or the equivalent equity security of
the other surviving or resulting corporation or other entity) and at least a
majority of the combined voting power of the Company’s or other surviving or
resulting corporation’s or other entity’s outstanding voting securities are
beneficially owned, directly or indirectly, after such reorganization, merger,
or consolidation by all or substantially all of the persons who were the
beneficial owners, respectively, of a majority of the Company’s outstanding
Common Stock and a majority of the combined voting power of the Company’s then
outstanding voting securities immediately before such reorganization, merger,
or consolidation in substantially the same proportions as their beneficial
ownership thereof immediately before such reorganization, merger or
consolidation, and (ii) at least a majority of the members of the board of
directors or other governing body of the Company or the other corporation or
other entity surviving or resulting from such reorganization, merger, or
consolidation were, or were approved by at least two-thirds of the, members of
the Board of Directors of the Company at the time of the execution of the
initial agreement providing for such reorganization, merger or consolidation;


(d)                                 the
sale or other disposition of all or substantially all of the assets of the
Company to one or more other corporations or other entities, unless the
conditions set forth in subclauses (i) and (ii) of subsection (c) above are
satisfied with respect to the acquiring corporation or other entity (and, as
applicable, with



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respect to the
time of the initial agreement providing for such sale or other disposition of
assets); or


(e)                                  the
dissolution and complete liquidation of the Company.


2.7                               
“Code” means the Internal Revenue Code
of 1986, as amended.


2.8                               “Company” means Zale Delaware, Inc.


2.9                               “Compensation Committee” means the Compensation Committee of
the Company.


2.10                        “Disabled” means the inability of a Participant to perform
the duties of his or her position as determined by a physician approved by the
Compensation Committee.


2.11                        “ERISA” means the Employee Retirement Income Security Act of
1974, as amended.


2.12                        “Final Average Pay” means the average of the monthly Base
Salary received by the Participant from the Company in the sixty (60)-month
period ending immediately prior to the Participant’s retirement or other
termination from the Company. Effective December 31, 2004, benefit
accruals under the Plan have ceased. 
Accordingly, no Base Salary earned after such date will be included for
purposes of determining a Participant’s Final Average Pay.


2.13                        “Five Percent Owner” means any person who owns (or is
considered as owning within the meaning of section 318 of the Code) more than
five percent (5%) of the outstanding stock of the Company or an Affiliate or
stock possessing more than five percent (5%) of the total combined voting power
of all stock of the Company or an Affiliate. 
The rules of sections 414(b), (c) and (m) of the Code (the “Controlled Group Rules”) will not apply for purposes of
applying these ownership rules.  Thus,
this ownership test will be applied separately with respect to the Company and
each Affiliate.


2.14                        “Key Employee” means any employee or former employee of the Company
or an Affiliate (including any deceased employee) who is:


(a)                                  an
officer of the Company or an Affiliate who is receiving annual compensation
within the meaning of Treasury Regulation section 1.415(c)-2(d)(4)(i.e., W-2 wages plus amounts that would be includible in
wages except for an election under section 125(a) of the Code (regarding
cafeteria plan elections), section 132(f)(4) of the Code (regarding qualified
transportation fringe benefits) or section 402(e)(3) of the Code (regarding
section 401(k) plan deferrals)) of greater than $130,000 (as adjusted under
section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002)
(such limit is $145,000 for 2007);


(b)                                 a
Five Percent Owner; or


(c)                                  a
One Percent Owner who is receiving annual compensation within the meaning of
Treasury Regulation section 1.415(c)-2(d)(3)(i.e.,
W-2 wages) of more than $150,000.


The determination of which employees qualify as Key
Employees will be based upon a twelve (12) month period ending on December 31
of each year (i.e., the identification



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date). 
Employees who are Key Employees during such twelve (12) month period
will be treated as Key Employees for the twelve (12) month period beginning on
the first day of the fourth (4th) month following the end of the twelve
(12) month period (i.e., since the
identification date is December 31, then the twelve (12) month period to
which it applies will begin on the next following April 1).


The determination of which employees qualify as Key
Employees will be made in accordance with section 416(i)(1) of the Code and
other guidance of general applicability issued thereunder disregarding the
provisions of section 416(i)(5) of the Code regarding beneficiaries.  For purposes of determining whether an
employee or former employee qualifies as an officer, a Five Percent Owner or a
One Percent Owner, the Company and each Affiliate will be treated as a separate
employer (i.e., the Controlled Group Rules will
not apply).  Conversely, for purposes of
determining whether the $130,000 adjusted limit on annual compensation is met
under the officer test described in Section 2.14(a), compensation received by
an employee from the Company and all Affiliates will be taken into account (i.e., the Controlled Group Rules will apply).  Further, in determining which employees
qualify as officers under the officer test described in Section 2.14(a), no
more than fifty (50) employees of the Company and its Affiliates (i.e., the Controlled Group Rules will apply) will be treated
as officers.  If the number of officers
exceeds fifty (50), the determination of which employees or former Employees qualify
as officers will be determined based on which employees received the largest
annual compensation from the Company and Affiliates for the Plan Year.


2.15                        “Maximum Bonus Target” means the highest goal for net income
established each year by the Compensation Committee. Effective December 31,
2004, benefit accruals under the Plan have ceased.  Accordingly, no Maximum Bonus Targets will be
established by the Compensation Committee after such date.


2.16                        “One Percent Owner” means any person who would be described
as a Five Percent Owner if “one percent (1%)” were substituted for “five
percent (5%)” in each place it appears in the definition of Five Percent Owner
set forth in Section 2.13.


2.17                        “Participant” means an executive who participates in the Plan
as provided in Article III.


2.18                        “Plan” means the Zale Delaware, Inc. 409A Supplemental
Executive Retirement Plan set forth in this document, as it may be amended from
time to time.


2.19                        “Plan Year” means August I through July 31.


2.20                        “Year of Service” means a twelve (12)-month period of
continuous service by a Participant for the Company or (to the extent the
Compensation Committee authorizes) an Affiliate of the Company.  Only service after September 14, 1995 is
counted for the purpose of calculating Years of Service; provided, however,
that for any Participant who was employed by the Company in an eligible
position for the entire period from September 14, 1995 to July 31, 1996, that
Participant will be considered to have one (1) full Year of Service as of July
31, 1996.



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ARTICLE III


ELIGIBILITY


3.1                               Eligibility.
The classes of executives who are designated by the Company as members of the “Management
Group” who hold the office of Corporate Vice President, Division Senior Vice
President and all higher executive offices, are eligible to be Participants in the
Plan.  Effective as of December 31, 2004
benefit accruals under the Plan have been discontinued and no new executives
will be designated by the Company as Participants in the Plan.  Rather, the only Participants in the Plan
will be those Participants as of December 31, 2004 who were not fully vested in
their Benefit under the Plan.  Those
Participants who were fully vested in their Benefit under the Plan as of
December 31, 2004 will be participants in the Zale Delaware, Inc. Pre-409A
Supplemental Executive Retirement Plan.


3.2                               Loss
of Eligibility.  If an individual
ceases to be an individual listed in Section 3.1, he or she will no longer
participate in the Plan.  Loss of
eligibility will not result in a forfeiture of a Participant’s Benefit
previously earned under the Plan and a former Participant, pursuant to the
terms and conditions of the Plan, may continue to vest in such Benefit based on
Years of Service after loss of eligibility.


ARTICLE IV


DETERMINATION OF BENEFITS


4.1                               Calculation
of Benefit.  Each Participant who is
vested as determined in Section 4.3 is entitled to payment of his Benefit
at the time and in the form described in Article V. The Participant’s
Benefit will be monthly payments continuing over the life of the Participant
commencing on the first day of the month immediately following the Participant’s
sixty-fifth (65th)
birthday, subject to the provisions of Section 5.5, with the amount of each
payment determined under the following formula:


Bonus Points x Final Average Pay

100


4.2                               Bonus
Points.  Each Plan Year prior to
January 1, 2005, the Compensation Committee will set a Bonus Target and a
Maximum Bonus Target.  In each Plan Year
that the Company achieves at least its Bonus Target, each Participant will be
credited with a number of Bonus Points based on the following schedule:


(a)                                  No
points if below Bonus Target;


(b)                                 One
(1) point at Bonus Target;


(c)                                  Two
(2) points at fifty percent (50%) of Maximum Bonus Target; or


(d)                                 Three
(3) points at one hundred percent (100%) of Maximum Bonus Target.


A Participant may accrue from zero (0) to thirty (30)
points, depending on Company performance and the number of Plan Years he or she
participates in the Plan.



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4.3                               Vesting.  A Participant vests in his or her Benefit
after completing five (5) Years of Service following September 15, 1995.  Service prior to September 15, 1995 does not
count as Years of Service.  However, in
its sole and absolute discretion, the Compensation Committee may accelerate
vesting for any Participant.  In the
event of a Change of Control, the Benefits of all Participants will
automatically vest irrespective of each Participant’s Years of Service.  Further, a Participant’s Benefit will become
fully vested if he dies or becomes Disabled while employed by the Company.


ARTICLE V


PAYMENT OF BENEFITS


5.1                               Retirement.  If a Participant retires on or after
attaining age sixty-five (65), Benefits will begin on the first day of the
month after the Participant’s retirement. 
Benefits will be paid in the form of an annuity providing monthly benefits
for the life of the Participant.  Payment
of such benefits will be subject to the six (6) month delay applicable to Key
Employees under Section 5.5.


5.2                               Death.  If a Participant dies while actively
employed, the Participant’s surviving spouse will be eligible to begin
receiving the Participant’s Benefit in the form of monthly payments for the
life of the surviving spouse, commencing on the first day of the month
following the date the Participant would have attained age sixty-five (65).  Payment of such benefits will not be subject
to the six (6) month delay applicable to Key Employees under Section 5.5.  The Benefits payable to the surviving spouse
will have an actuarial value (calculated using the assumptions prescribed in this
Section 5.2) equal to the Benefits that would have been paid to the Participant
commencing at age sixty-five (65), based on the Participant’s Final Average Pay
and Bonus Points as of the earlier of December 31, 2004 or the date of the
Participant’s death.  If the Participant has
no surviving spouse, no death benefits are payable.  Actuarial equivalence will be determined
using the following actuarial assumptions. 
The applicable interest rate will be that of thirty (30)-year Treasury
securities as of the first day of the calendar year in which the Benefits
commence.  The mortality assumption will
be based on the 1983 group annuity mortality tables.


5.3                               Disability.  If a Participant becomes Disabled, his
Benefit will become payable commencing on the first day of the month after he
attains age sixty-five (65).  Benefits
will be paid in the form of an annuity providing monthly benefits for the life
of the Participant. Payment of such benefits will be subject to the six (6)
month delay applicable to Key Employees under Section 5.5.


5.4                               Other
Termination of Service.  If the
employment of a Participant terminates for a reason other than death or
Disability, prior to the date the Participant attains age sixty-five (65), the
payment of his or her vested Benefits, if any, will commence on the first day
of the month immediately after he or she attains age sixty-five (65).  Benefits will be paid in the form of an
annuity providing monthly benefits for the life of the Participant.  In the event that the Participant terminates
employment within the six (6) month period preceding the date he or she attains
age sixty-five (65), payment of such benefits will be subject to the six (6)
month delay applicable to Key Employees under Section 5.5.



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5.5                               Termination Distributions to Key Employees.  Distributions under this Plan that are
payable to a Key Employee on account of a termination of employment, including retirement,
will be delayed for a period of six (6) months following such Participant’s termination
of employment.  This six (6) month
restriction will not apply with respect to a distribution to a Participant’s
surviving spouse by reason of the death of the Participant.


5.6                               Withholding
of Taxes.  The Company will withhold
from Benefit payments made hereunder any taxes required to be withheld by any
law or regulation of the federal, state, or local government.


ARTICLE VI


ADMINISTRATION


6.1                               Authority
of Compensation Committee.  The
Compensation Committee will have sole and absolute power and authority to
interpret, construe and administer the Plan.  The Compensation Committee’s interpretation
and construction of the Plan and actions hereunder will be binding and
conclusive on all persons and for all purposes. 
The Compensation Committee may designate certain Company employees to
assist in the administration of the Plan. 
In addition, the Compensation Committee may employ attorneys,
accountants, actuaries and other professional advisors to assist the
Compensation Committee in its administration of the Plan.  The Company will pay the reasonable fees of any
such advisor employed by the Compensation Committee.  To the extent permitted by law, the
Compensation Committee, the Board or any employee of the Company will not be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of the Plan unless attributable to his or her
own willful misconduct or lack of good faith.


6.2                               Indemnification
of Employees of the Company.  The
Company hereby agrees to indemnify, jointly and severally, the Compensation
Committee and all employees of the Company against any and all claims, losses,
damages or expenses, including counsel fees, incurred by them, and any
liability, including any amounts paid in settlement with their approval arising
from their action or failure to act with respect to any matter relating to the
Plan, except when the same is judicially determined to be attributable to their
willful misconduct or lack of good faith. 
The indemnification provided by this Section 6.2 will survive the
termination of the Plan and will be binding on the Company’s successors and
assigns.


6.3                               Cost
of Administration.  The cost of this
Plan and the expenses of administering the Plan will be paid by the Company.


ARTICLE VII


CLAIMS PROCEDURE


7.1                               Claim.  Any person claiming a benefit, requesting an
interpretation or ruling under the Plan, or requesting information under the
Plan will present the request in writing to the Compensation Committee, which
will respond in writing as soon as possible. 
Claims for Benefits other than those payable on account of Disability
will be resolved pursuant to



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the following claims procedure.  In the case of a claim for Disability
benefits, such claim will be resolved under the claims procedure applicable to
Disability claims set forth in regulations issued under section 503 of ERISA
which are incorporated herein by this reference.


7.2                               Denial
of Claim.  If the claim or request is
denied, the written notice of denial will state:


(a)                                  The
reasons for denial, with specific reference to the Plan provisions on which the
denial is based.


(b)                                 A
description of any additional material or information required and an
explanation of why it is necessary.


(c)                                  An
explanation of the Plan’s claim review procedure including the claimant’s right
to file an action under section 502(a) of ERISA upon exhaustion of the Plan’s
claim review procedure.


7.3                               Review
of Claim.  Any person whose claim or
request is denied or who has not received a response within thirty (30) days,
may request review by notice in writing received by the Compensation Committee
within seventy-five (75) days after the date of the notice of denial (or
failure to receive a response).  The
claim or request will be reviewed by the Compensation Committee, who may, but
will not be required to, grant the claimant a hearing.  On review, the claimant may have
representation, examine pertinent documents and submit issues and comments in
writing.  The decision on review will
normally be made within sixty (60) days. 
If an extension of time is required for a hearing or other special
circumstance, the claimant will be notified and the time limit will be one
hundred twenty (120) days.  The decision
will be in writing, and if the claim is denied, will state the reasons for
denial, will reference the relevant Plan provisions on which the denial is
based and will explain the Plan’s claim review procedure, including the
claimant’s right to file an action under section 502(a) of  ERISA upon exhaustion of the Plan’s claim
review procedure.


7.4                               Appeal
of Decision on Review.  If the claimant
does not agree with the decision of the Compensation Committee on review of the
claim, the claimant may appeal the decision of the Compensation Committee to
the Board of Directors of the Company by notice in writing received by the
Board of Directors within seventy-five (75) days after the date of the decision
on review.


7.5                               Final
Decision.  The decision on appeal
will normally be made within sixty (60) days. 
If an extension of time is required for a hearing or other special
circumstance, the claimant will be notified and the time limit will be one
hundred twenty (120) days.  The decision
of the Board of Directors on appeal will be in writing and, if the claim is
denied, will state the reasons for denial, will reference the relevant Plan
provisions and will advise the claimant of his right to file an action under
section 502(a) of ERISA.  All decisions
on appeal will be final and bind all parties concerned.



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ARTICLE VIII


AMENDMENT AND TERMINATION


8.1                               Amendment.  Subject to the consent requirements of this
Section 8.1, the Board of Directors of the Company, on a favorable vote of at
least seventy-five percent (75%) of the directors, will have the right to amend
this Plan at any time and from time to time, including a retroactive
amendment.  Any such amendment will
become effective upon the date stated therein, except as otherwise provided in
such amendment.  No amendment will
decrease or restrict Benefits, whether vested or not, earned as of the date of
execution of such amendment without the consent of the affected Participant or
Participants.  Further, no amendment may
extend the date that nonvested benefits would otherwise become vested without
the consent of the affected Participant or Participants.  Any amendment approved by the Board of
Directors may be signed by the Chief Executive Officer or the Secretary of the
Company.


8.2                               Termination
of the Plan.  The Company has
established this Plan with the bona fide intention and expectation that it will
deem it advisable to continue it in effect. 
However, the Board of Directors of the Company, on a favorable vote of seventy-five
percent (75%) of at least the directors, may terminate the Plan in its entirety
at any time.  In such event each
Participant will become fully vested in his Benefit earned as of the date of
termination.


Effective as of December 31, 2006, the Plan will
terminate and all Participants will be fully vested in their Benefits as of
such date.  Pursuant to the requirements
of regulations issued under section 409A of the Code, no Benefits will be paid
to Participants for the twelve (12)-month period following such termination
(other than those Benefits that would be paid pursuant to the terms of the Plan
without regard to the termination) and all Benefits will be paid in their
entirety by the twenty-fourth (24th) month following such termination (i.e., the Plan will be liquidated during the thirteen (13)-month
to twenty-four (24)-month period following the effective date of its
termination).  Further, the Company will
not maintain another plan that would be aggregated with the Plan under section
409A of the Code for the three (3)-year period following such termination.


ARTICLE IX


GENERAL PROVISIONS


9.1                               Rights
Against the Company.  The Plan will
not be deemed to constitute a contract between the Company and any
Participant.  Nothing contained in the
Plan will be deemed to interfere with the right of the Company to terminate any
Participant at any time, without regard to the effect such termination may have
on any rights under the Plan.


9.2                               Funding.  The Company intends that the Plan will
constitute an “unfunded plan” for purposes of the Code and, to the extent
applicable, Title I of ERISA, and that any employee or spouse of an employee
eligible to receive benefits under the Plan will have the status of an
unsecured general creditor of the Company as to the benefits provided pursuant
to the Plan or assets identified specifically by the Company as a reserve for
the discharge of its obligations under the Plan.



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9.3                               Payment
Due to an Individual Who is Incapable of Managing His or Her Affairs.  If the Compensation Committee finds that any
person to whom any payment is payable under the Plan is unable to care for his
or her affairs because of mental or physical illness, accident, or death, or is
a minor, any payment due (unless a prior claim therefor will have been made by
a duly appointed guardian, committee or other legal representative) may be paid
to the spouse, a child, a parent, a brother or sister or any person deemed by
the Compensation Committee, in its sole discretion, to have incurred expenses
for such person otherwise entitled to payment, in such manner and proportions
as the Compensation Committee may determine. 
Such payments will be a complete discharge of the liabilities of the
Company under this Plan, and the Company will have no further obligation to see
to the application of any money so paid.


9.4                               Spendthrift
Clause.  No right, title or interest
of any kind in the Plan will be transferable or assignable by any Participant
or surviving spouse of a Participant or be subject to alienation, anticipation,
encumbrance, garnishment, attachment, execution or levy of any kind, whether
voluntary or involuntary, nor subject to the debts, contracts, liabilities,
engagements, or torts of the Participant or surviving spouse.  Any attempt to alienate, anticipate,
encumber, sell, transfer, assign, pledge, garnish, attach or otherwise subject
to legal or equitable process or encumber or dispose of any interest in the Plan
will be void.


9.5                               Severability.  In the event that any provision of this Plan
will be declared illegal or invalid for any reason, said illegality or
invalidity will not affect the remaining provisions of this Plan but will be
fully severable and this Plan will be construed and enforced as if said illegal
or invalid provision had never been inserted herein.


9.6                               Construction.  The article and section headings and numbers
are included only for convenience of reference and are not to be taken as
limiting or extending the meaning of any of the terms and provisions of this
Plan.  Whenever appropriate, words used
in the singular will include the plural or the plural may be read as the
singular.  When used herein, the masculine
gender includes the feminine gender.


9.7                               Governing
Law.  The validity and effect of this
Plan, and the rights and obligations of all persons affected hereby, will be
construed and determined in accordance with the laws of the State of Texas.


IN WITNESS WHEREOF, the
Company has executed this Plan on the 24th day of May, 2007, to reflect the
Plan as amended and restated effective January 1, 2005.


	
  

  	
  ZALE
  DELAWARE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mary Ann
  Doran

  	
   

  
	
   

  	
  Mary Ann Doran

  
	
   

  	
   

  
	
   

  	
  SVP, Human
  Resources

  	
   

  
	
   

  	
  (Title)

  	
   

  
					



 



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