SAMUELS JEWELERS INC
COMPENSATORY ARRANGEMENT - DIRECTORS
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>8
<FILENAME>d99567exv10w15.txt
<DESCRIPTION>COMPENSATORY ARRANGEMENT - DIRECTORS
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.15

             Written Description of Compensatory Plan for Directors



         Employees of the Company receive no extra pay for serving as directors.
The Company pays each of its non-employee directors an annual retainer fee of
$15,000, plus, for attendance at meeting of the Board or committee meetings, an
additional $500 per meeting. Directors are also reimbursed for the reasonable
expenses incurred in connection with attending meetings of the Board and its
committees.



</TEXT>
</DOCUMENT>
