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Exhibit 14

(ZALE CORPORATION LOGO)

ZALE CORPORATION

CODE OF BUSINESS CONDUCT
AND ETHICS

ALL DIRECTORS, OFFICERS AND OTHER EMPLOYEES ARE REQUIRED TO
COMPLETE A CERTIFICATION OF COMPLIANCE, WHICH IS LOCATED AT THE
END OF THIS DOCUMENT.

September 2003
This Code of Business Conduct and Ethics supersedes and invalidates prior Codes of Business
Conduct.





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YOUR RESPONSIBILITIES

Code Background

Zale Corporation was founded more than 75 years ago with this customer
commitment: Provide superior service using the basic principles of honesty,
integrity and trust. Today our customers, vendors and the business communities
in which we operate continue to rely on our reputation as a company that
maintains the highest standards of ethical business conduct.

This Code of Business Conduct and Ethicsapplies to all directors, officers and
other employees of Zale Corporation and its subsidiaries (collectively Zale
or the company). This Code extends to relations between employees and their
co-workers and to conduct between employees and their managers. In addition,
the Code extends to dealings between Zale directors, officers and other
employees, on the one hand and Zales trade vendors, other suppliers, customers
and competitors, on the other hand.

Code Summary

Our Code:



|1. |  | Forbids directors, officers and other
employees from accepting any unauthorized
financial gain, benefit, gift, service or
favor from any of the companys trade vendors
or suppliers of services.                                                  
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Bans any conduct that has the potential
for a conflict of interest; i.e., where the
opportunity for personal gain might influence
the way a director, officer or other employee
carries out the duties and responsibilities
of his or her position.
|  
|3. |  | Bans any conduct that has the appearance
of impropriety; i.e., conduct that suggests
an unauthorized conflict or potential
conflict of interest.                                                                                                   
|  
|4. |  | Forbids directors, officers and other
employees from disclosing confidential Zale
information to outsiders or from removing
confidential information from company
premises.                                                                        
|  
|5. |  | Requires that Zales books and records,
and its financial condition and transaction
reports be kept accurately, honestly and
completely.                                                                                                           
|  
|6. |  | Requires full and prompt disclosure of all
material business events and developments.                                                                                                                                                              
|  
|7. |  | Requires strict compliance with all federal and
state laws governing Zales business operations,
including, but not limited to:                                                                                                                    



| |  |  | collecting of state sales taxes;                                                                                                 
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | reporting large currency payments by customers;                                                                                  
|
| |  |  | complying with U.S. Customs regulations that
require disclosure of currency and merchandise
brought back into the United States; 
|
| |  |  | forbidding insider stock trading in Zale stock or
other securities;                                                              
|
| |  |  | prohibiting corporate political contributions;                                                                                   
|
| |  |  | forbidding illegal payments to government
officials;                                                                             
|
| |  |  | prohibiting discrimination or harassment,
including that of a sexual nature of any kind, of
any employee, vendor or customer; and
|
| |  |  | governing wage and hour practices and policies.                                                                                  

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|                                                   |  |                                                      
|-------------------------------------------------- |  | -----------------------------------------------------
|TAKE A COMMON SENSE TEST                           |  | HOW TO REPORT VIOLATIONS                             
|                                                   |  |                                                      
|A good test for judging your conduct under         |  | Any director, officer or other employee who has      
|Zales Code of Business Conduct and Ethicsis:      |  | questions about potential conduct or believes a Code 
|                                                   |  | violation has occurred or is about to occur should   
|If you would be embarrassed for your supervisor or |  | follow the procedures described on pages 13 and 14 of
|co-workers to read about your conduct on the front |  | this Code.                                           
|page of tomorrow mornings newspaper or if the     |  |                                                      
|conduct is
potentially harmful to the company...   |  | You can directly call the companys general counsel  
|                                                   |  | in the Legal department at 972-580-5248.             
|DONT DO IT                                        |  | All contacts with the Legal department               
|                                                   |  | are kept confidential.                               

FAIR DEALING

Honesty, integrity and trust are the underpinnings of Zales success and must
be observed in all respects at all times. Directors, officers and other
employees should endeavor to deal fairly with the companys customers,
suppliers and employees. Directors, officers and other employees should not
take unfair advantage of anyone through the manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practice.

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CONFLICTS OF INTEREST

Policy

Conflicts of interest by company directors, officers and other employees are
expressly forbidden. Any director, officer or other employee found to have
accepted an unauthorized benefit, gift, service or favor from a vendor,
customer or competitor of the company may be in violation of this policy. A
familial relationship or shared residence with a vendor or employee of a vendor
may also be considered a conflict of interest. A director, officer or other
employee found to be in violation of this policy is subject to disciplinary
action, up to and including divesting him or herself of the interest, ending
the business relationship or, if the conflict is not disclosed and approved,
immediate termination of employment or other relationship with Zale.

Anytime that a situation changes that creates a possible conflict of interest,
the director, officer or other employee is responsible for submitting an
updated Conflict of Interest form. Failure to do so may result in termination.

If a director, officer or other employee has any questions about potential
conflicts of interest, he or she may seek clarification from the companys
Human Resources or Legal departments.In addition, should a director, officer
or other employee become aware of a material transaction or relationship that
reasonably could be expected to give rise to a conflict of interest, he or she
should advise the companys general counsel.

Definitions

Benefit, Gift, Service or Favor Means (a) money or loans, (b) gifts of
merchandise or a service or (c) unless specifically authorized by Zales chief
executive officer in advance (as stated below), travel, hotel, meals or
entertainment provided by a vendor or customers that exceeds normal and
customary social contact or that which, if reciprocated by a director, officer
or other employee, would not be covered under the companys policies for
expense reimbursement.

Competitor Includes any business that engages, in whole or in part, in the
manufacturing, wholesale or retail sale of jewelry or any other aspect of the
companys business.

Conflict of Interest Exists when the way a director, officer or other
employee would ordinarily deal with a vendor, customer or competitor is
influenced or could be perceived by others to be influenced or compromised by a
benefit, gift, service or favor that the vendor, customer or competitor has
given or promised the director, officer or other employee or by a familial
relationship between the director, officer or other employee and the vendor,
customer or competitor.

Customer Refers to any person who enters a Zale store for any reason other
than Zale company business.

Director Includes the directors spouse and immediate family members.

Employee Includes the employees spouse and immediate family members.

Officer Includes the officers spouse and immediate family members.

Vendor Includes actual or potential trade vendors, suppliers, landlords,
independent contractors and providers of professional and other services.

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GUIDELINES

As a Zale director, officer or other employee:



| |  | You, a relative or anyone who shares a residence with you may not
accept payments of any nature from actual or potential vendors,
customers or competitors.                                                                                                                                                                                                                                          
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | You, a relative or anyone who shares a residence with you may not
borrow money from actual or potential vendors or competitors or engage
in other personal transactions with them (see Example B).                                                                                                                                                                                                   
| 
| |  | You, a relative or anyone who shares a residence with you may not
serve on the board of directors of any vendor or competitor.                                                                                                                                                                                                                                                                       
| 
| |  | You, a relative or anyone who shares a residence with you may not hold
any direct or indirect position in any corporation, partnership or
organization with which the company does or may do business, or with
which the company competes.                                                                                                                                                           
| 
| |  | You, a relative or anyone who shares a residence with you may not hold
a more than five percent stock interest in any publicly held
corporation, partnership or organization that does or may do business
with or competes with Zale. You may not hold any financial interest
in any privately held corporation, partnership or organization that
does or may do business with or competes with Zale.
| 
| |  | You, a relative or anyone who shares a residence with you may not
offer to sell a prospective customer any jewelry or watches that you
or they personally own.                                                                                                                                                                                                                                       
| 
| |  | You, a relative or anyone who shares a residence with you may not
accept travel, lodging or unusual benefits or other entertainment from
a vendor or competitor unless an executive officer has first
determined that the acceptance of such benefits conforms to customary
industry practice and will be a good use of your time.                                                                   
| 
| |  | You, a relative or anyone who shares a residence with you may not
conduct any business other than company business on company time or
property.                                                                                                                                                                                                                                                      
| 
| |  | The company may not lend money to a director or executive officer.                                                                                                                                                                                                                                                                                                                                   

Examples of Conflicts of Interest

Example A

If a vendor offers to fly you to the Super Bowl, you must decline the offer
since you could not reciprocate and be reimbursed for the cost under the
companys Expense Reimbursement Guidelines. If, on the other hand, a vendor
takes you to a routine dinner, you can accept because you could reciprocate and
turn in the cost of the meal for company reimbursement.

Example B

If a vendor offers you and your spouse the opportunity to stay at his vacation
home in the Bahamas, you must decline the offer, even though your use of the
home may not involve any out-of-pocket costs to the vendor. Otherwise, such
conduct on your part could be perceived as an attempt by the vendor to
improperly influence you in the performance of your duties.

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Example C

It is customary in our industry for jewelry vendors to periodically sponsor
dinner meetings, trade shows and other events where new products are introduced
to buyers and other jewelry retailer representatives. Zale has traditionally
sent appropriate representatives to these and other similar events. In this
and other comparable situations, vendors, landlords and other suppliers
customarily pay for all or a portion of the cost of attending these events.
These costs may include travel, hotel, meals and entertainment. Accordingly,
if Zales chief executive officer determines in advance that such attendance
serves Zales business interests and would be a good use of your time, this
Code will permit Zale representatives to continue to go to these events  at
the expense of the sponsors.

Example D

If a jewelry repair person or other service provider is related to you (e.g.,
your spouse, sibling, parent or someone who shares a residence with you), you
may not use that person for repairs or services at any company store. Such a
relationship can be perceived as an attempt by the independent contractor to
gain influence or benefit from your employment at Zale.

CORPORATE OPPORTUNITIES

You may not (a) take for yourself personally opportunities that are discovered
through the use of corporate property, information or position; (b) use
corporate property, information, or position for personal gain; or (c) compete
with the company.

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CONFIDENTIAL INFORMATION

POLICY

As a Zale director, officer or other employee, you may not disclose any
confidential or proprietary information about the company to persons outside
the company without prior authorization of senior management unless such
disclosure is legally mandated. Persons outside the company include family,
friends, vendors, customers, competitors or the news media.

WHAT IS CONFIDENTIAL INFORMATION?

Confidential information includes:



| |  | Business and store location plans                                                                                                                     
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Strategic plans                                                                                                                                       
| 
| |  | Sales and financial data and reports                                                                                                                  
| 
| |  | Forecasts                                                                                                                                             
| 
| |  | Products and pricing                                                                                                                                  
| 
| |  | Identity of associates, vendors and customers                                                                                                         
| 
| |  | Information contained in memoranda, reports, analyses, lists, schedules
or electronic communications and all other documents prepared for
internal use
| 
| |  | Information obtained in meetings and discussions whether or not in
writing                                                                            
| 
| |  | Information regarding internal systems and procedures                                                                                                 
| 
| |  | Information pertaining to any company or individual with whom Zale does
business                                                                      
| 
| |  | Size or terms of purchase orders                                                                                                                      
| 
| |  | Information about customer purchases                                                                                                                  
| 
| |  | Merchandise assortments                                                                                                                               
| 
| |  | Store rankings                                                                                                                                        
| 
| |  | Personnel and performance records                                                                                                                     
| 
| |  | Build-out plans                                                                                                                                       
| 
| |  | Salary and employment information or any other information or materials
designated by Zale as proprietary or confidential                             
| 
| |  | Information pertaining to any lawsuits or government actions or
investigations involving the company                                                  
| 
| |  | Information concerning any company investigation or audit, internal or
otherwise                                                                      

Examples:

Q:You leave your employment at Zale Corporation. Your new employer, Zale
competitor, asks you to contact the top company sales people whose names, phone
numbers and rankings you obtained at your last company meeting. Can you do it?

A:No. Even though you no longer work for Zale, information that came into your
possession during your employment at Zale remains the property of Zale, and is
confidential and proprietary.

Computer Systems

The company relies heavily on computer systems to meet its financial,
informational and operational requirements. It is therefore imperative that
computer data, software, hardware and networks be protected against alteration,
damage, theft or unauthorized access.

Any unauthorized use or reproduction of proprietary or copyrighted software or
corporate data is prohibited. This includes, but is not limited to, monthly
Profit and Loss Statements, Gross Margin Analyses, Projections and Models,
Inventory Analyses, CATS Reports, RIS Reports, Sales Data, Operating Expense
Data, etc.

In addition, you are prohibited from participating in on-line discussions or
so-called chat rooms regarding the companys business.

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Examples:

Q:Can you remove computer reports containing sales plans and performance
ranking provided to you by the company?

A:No, this action constitutes a breach of confidentiality.

Q:You notice on a popular chat room that one of the postings contains
significant misstatements regarding the company that could cause the company
harm. Can you correct them through your own posting?

A:No. You should bring the statements to the attention of the companys
investor relations department or general counsel and let them decide whether a
response is appropriate.

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MAINTENANCE OF BOOKS, RECORDS AND DISCLOSURE PROCEDURES

BOOKS AND RECORDS

Zale will continue to observe the most stringent standards in keeping our books
and records. All company records must be complete and must accurately record
and properly describe the transactions they reflect. All assets, liabilities,
revenues and expenses shall be recorded in compliance with generally accepted
accounting principles. Directors, officers and other employees are expected to
cooperate fully with our internal and external auditors.

All transactions involving company funds must be accurately reflected on the
books of account. False or misleading entries in such books are strictly
prohibited. The creation and maintenance of secret or unrecorded funds or
assets are strictly prohibited. Knowledge of any such activity by any employee
must be reported promptly to the general counsel.

The company requires cooperation and open communications with its internal and
external auditors. It is illegal to take any action to fraudulently influence,
coerce, manipulate or mislead any independent public or certified public
accountant engaged in the performance of an audit or our financial statements.

The laws and regulations applicable to filings made with the Securities and
Exchange Commission, including those applicable to accounting matters, are
complex. While the ultimate responsibility for the information included in
these reports rests with senior management, numerous other employees
participate in the preparation of these reports or provide information included
in these reports. The company maintains disclosure controls and procedures to
ensure that the information included in the reports that it files or submits to
the Securities and Exchange Commission is collected and communicated to senior
management in order to permit timely disclosure of the required information.

If you are requested to provide, review or certify information in connection
with the companys disclosure controls and procedures, you must provide the
requested information or otherwise respond in a full, accurate and timely
manner. Moreover, even in the absence of a specific request, you should report
any information that you believe should be considered for disclosure in our
reports that is not being appropriately considered to the companys senior
management.

If you have questions or are uncertain as to how the companys disclosure
controls and procedures may apply in a specific circumstance, promptly contact
your supervisor or a more senior manager. The company wants you to ask
questions and seek advice. Additional information regarding how to report your
questions or concerns (including on a confidential, anonymous basis) is
included below in this Code under the heading Code Violations.

CORPORATE ASSETS

You should protect the companys assets and ensure their efficient use. Theft,
carelessness and waste have a direct impact on the companys profitability.
All company assets should be used for legitimate business purposes.

The company has extensive procedure designed to minimize both employee and
third party theft. These procedures are dependent, however, on every
employees diligent observation of them. It is incumbent on each employee to
follow the companys procedures and to report to his or her supervisor or other
senior management any lapses that occur in following the procedures.

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NEWS MEDIA CONTACT POLICY

If you are contacted by any member of the media, you should refer the
questioner to the Corporate Communications department for coordination,
approval and response.

In the event a media inquiry relates to a pending or threatened legal matter,
an employee who is asked for a statement from any member of the media should
refer the questioner to the companys Legal department.

Without prior authorization from the companys chief executive officer, chief
operating officer, chief financial officer, general counsel, Corporate
Communications Department or Investor Relations Department, no director,
officer or other employee is permitted to reply or make statements to any
reporter, journalist or commentator of any newspaper, magazine, radio or
television station.

EXPLANATION

Because we are a public company, we are obligated to provide full and prompt
disclosure of all material developments or events to our stockholders and the
public. All statements to the media or responses to inquiries from the media
dealing with sales, profitability and financial performance must be coordinated
through the Investor Relations department. The company policy is that no
company director, officer or other employee shall discuss sales, profitability
or results of operations or any confidential information without prior
authorization.

News Media Contacts

Investor Relations
972-580-5047

Legal Department
972-580-5248

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COMPLIANCE WITH APPLICABLE LAWS

POLICY

The company is committed to strict compliance with all federal and state laws
governing its business operations.If you are uncertain as to whether or how a
law applies to the company, please contact your supervisor or the companys
general counsel.

STATE SALES TAX

Directors, officers and other employees must at all times comply with state
sales tax laws requiring the collection of taxes due on sales of merchandise.
Any director, officer or other employee found to have accommodated a purchaser
by willfully failing to charge applicable state sales tax on any transaction or
who ships an empty box to an out-of-state customer trying to evade sales
tax will be subject to immediate termination of employment, according to
federal law.

REPORTING CASH PAYMENTS OF $10,000 OR MORE

All directors, officers and other employees must strictly comply with U.S.
Treasury regulations that require the company to promptly report any
transaction during which a customer makes a currency payment of $10,000 or
more. (Two separate purchases made with $10,000 aggregate cash still fall
within U.S. Treasury regulations.)

U.S. CUSTOMS REGULATIONS

All directors, officers and other employees traveling outside the United States
must comply strictly with applicable U.S. Customs regulations. These rules
require that you report U.S. currency brought back into the country and
merchandise brought back from foreign countries.

EEO POLICIES

All directors, officers and other employees are required to make policy and
procedure decisions on the principles of equal employment opportunity as more
fully described in Zale Corporations policy manual, Management Policies and
Guidelines.

ILLEGAL PAYMENTS TO GOVERNMENT OFFICIALS

No director, officer or other employee shall make any payment to a domestic or
foreign government official in order to obtain favored treatment with respect
to the companys business.

COMPLIANCE WITH FEDERAL SECURITIES LAWS

The company is a public company and is required to maintain books and records,
to distribute information to its stockholders, and to file various information
with the New York Stock Exchange and the Securities and Exchange Commission.
Directors, officers and other employees are required to endeavor to fulfill
these obligations in a full, fair, complete, accurate, timely and
understandable manner. These matters are discussed more fully under the
heading Maintenance of Books, Records and Disclosure Procedures.

No director, officer or other employee may purchase or sell Zale common stock
or other securities when he or she has personal knowledge of material
non-public information about the companys business, prospects or financial
condition. In addition, no director, officer or other employee is permitted to
tip any relative or friend by disclosing non-public information about the
company.

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No director, officer or other employee may purchase or sell the securities of a
company vendor or other party with which the company is doing business when he
or she has personal knowledge of material non-public information about the
vendors or other partys business, prospects or financial condition as a
result of working for the company. Similarly, no director, officer or other
employee is permitted to tip any relative or friend by disclosing material
non-public information about the vendor or other party.

Examples of non-public information that might be deemed material include:



| |  |  | quarterly or annual results;                                                                            
| | - |  | --------------------------------------------------------------------------------------------------------
|
| |  |  | internal earnings estimates, especially if significantly different from street estimates;             
|
| |  |  | sales information;                                                                                      
|
| |  |  | financial liquidity problems or management changes;                                                     
|
| |  |  | stock or debt offerings;                                                                                
|
| |  |  | negotiations concerning significant mergers, acquisitions or divestitures;                              
|
| |  |  | dividend recommendations, stock splits, stock repurchase programs,
tender offers or exchange offers; and
|
| |  |  | significant litigation or labor disputes.                                                               

Either positive or adverse information may be material, and material
undisclosed developments in matters previously disclosed may also constitute
material non-public information. Also, as the magnitude of a potential event
or transaction increases, and the greater the chance it will actually occur,
the more likely it is that information regarding that event or transaction may
be deemed material. Information is considered to be available to the public
only when it has been released to the public through appropriate channels
(e.g., by means of a press release or Securities and Exchange Commission
filing) and enough time has elapsed to permit the market to absorb and evaluate
the information. Once public release has occurred, information will normally
be regarded as absorbed and evaluated within two or three business days
thereafter.

Since issues arising under federal securities laws tend to be complex and
require legal analysis, this Code does not attempt to deal with all of the
questions you may have on this subject. The companys general counsel
regularly prepares supplemental documents for use by directors, officers and
other employees of the company who require guidance on specific issues
involving the application of securities laws and who, in some cases, have an
increased reporting responsibility. Any employee may obtain a copy of the
supplemental documents by contacting the companys general counsel or any
member of the Legal department staff at 972-580-5248.

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Stock Trading Prohibited During Blackout Periods

In order to assure strict compliance with this policy, no directors, officers
or other employees who are specifically designated as insiders by the general
counsel shall be permitted to purchase or Zale securities during blackout
periods when quarterly financial information is being calculated internally and
when holiday sales trends are developing.

Blackout Dates

Blackout dates include (a) the periods beginning on the tenth day prior to the
end of a fiscal quarter and ending two full trading days after the company
publicly announces its quarterly or full year, as applicable, results of
operations and (b) the period beginning Thanksgiving Day and ending two full
trading days after the companys Holiday Sales Release in January.

Open Dates

The dates other than blackout dates are open dates, and generally purchases and
sales are permitted. However, even during open dates, directors, officers and
other employees (and their respective related accounts) who are subject to the
blackout requirements set forth above must receive advance clearance from the
general counsel prior to executing a purchase or sale of Zale common stock or
other securities. If the general counsel clears the proposed trade, such trade
must be consummated within 10 days of receipt of approval, if at all.

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CODE ADMINISTRATION AND VIOLATION

RESPONSIBLE CORPORATE OFFICER  GENERAL COUNSEL

The companys Legal department is responsible for interpreting the Code and
responding to specific questions from directors, officers and other employees
about its application. Zale Corporation will make every effort to provide
consistent treatment and guidance for prospective conduct.

GOOD JUDGEMENT RULE

Although this Code attempts to deal with many types of business conduct
considered to be unethical, improper or detrimental to Zales reputation or
interests, no company policy could ever anticipate every situation that arises
during the course of your employment. You are, therefore, advised to use good
judgment in dealing with issues that confront you in applying the Code to
unusual situations not specifically covered by the Code.

REQUESTS FOR EXCEPTIONS AND WAIVERS

While most Code policies must be strictly followed, exceptions may be possible.
For example, a minor conflict of interest situation can sometimes be resolved
simply by disclosure of the possible conflict to all interested parties. If
you believe that an exception to any of the policies is appropriate, you should
first contact your supervisor. If the immediate supervisor agrees that an
exception is appropriate, the approval of the Legal and/or Human Resources
department shall then be sought. Exceptions to the Code for directors and
executive officers may be made only by the companys board or a board
committee, and exceptions for directors or the companys chief executive
officer, principal financial officer, principal accounting officer, controller
or other executive officers, or persons performing similar functions, must be
immediately disclosed on Form 8-K, or, if permitted by applicable securities
laws, the companys website.

In cases where you are unable to decide whether a course of conduct is
permissible, you are encouraged to ask for guidance from the general counsel.
Such questions should be directed to:

Zales Legal Department
     Telephone: 972-580-5248
     Fax:            972-580-4934

All inquiries will be kept confidential to the extent possible, and questions
may be submitted on a no-name basis.

CODE VIOLATION

If you have violated this Code, you are subject to disciplinary action.
Depending on the nature of the violation, this action could include immediate
termination of employment or other relationship with Zale without prior notice.

You have a duty to promptly bring to the companys attention any situation in
which this Code has been  or is about to be  violated, regardless of whether
you are involved. The companys board has adopted a Policy for Receipt of
Complaints. Any director, officer or other employee may obtain a copy of the
policy by contacting the companys general counsel or any member of the Legal
department staff at 972-580-5248. The policy also is available on the
companys website. The policy provides that complaints can be made anonymously
by calling 1-866-341-2633. The policy also provides that the confidentiality
of complaints shall be maintained to the greatest extent practicable consistent
with the companys legal and other obligations.

No retaliatory action will be taken against an employee for reporting alleged
violations to the company in good faith.

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Officers and other employees should report such violations to their supervisors
or to the next successive level of reporting authority  any management, Human
Resources, Legal or LP representative. Directors should report such violations
to the chief executive officer or the companys general counsel. In the event
that you are aware of a violation that you believe could materially harm the
company, its shareholders, or others that is not being properly addressed, you
are encouraged to contact any member of senior management, including the
companys general counsel.

Nothing in the Code shall be deemed to alter any employment at will or other
status of an employee or to otherwise create for an employee an enforceable
right against the company, its directors or its officers or against any other
employee or third party.

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Certification of Compliance

I have
read and understand the Zale Corporation Code of Business Conduct
and Ethics (the Code). I understand
that the Code applies to all directors, officers and other employees of Zale Corporation and its subsidiaries
(collectively, the Company), and I hereby agree that I
will fully comply with all provisions of the Code and will
report any suspected violations of the Code to my supervisor, senior management or the general counsel of the
Company.

I further understand that all directors, officers and other employees, regardless of whether they sign this
certification, are expected to comply with the provisions of the
Code and to report any suspected violations of the
Code.

Print Name

Signature

Date