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EXHIBIT 99.3

ZALE CORPORATION
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
(As of July 2003)

Purposes

The primary purposes of the Nominating and Corporate Governance Committee
are to ensure that (1) the Companys Board consists primarily of qualified
independent directors and (2) the Company and its Board follow the best
possible corporate governance practices. Its responsibilities in that regard
include:



| |  |  | Identifying individuals qualified to become members of the
Board and to recommend to the Board candidates for election or
reelection as directors;
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| |  |  | Monitoring and recommending corporate governance and other
board practices; and                                                                   
|
| |  |  | Overseeing performance reviews of the Board, its committees
and the individual members of the Board.                                              

In discharging this oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all Company
books, records, facilities, personnel, legal counsel and independent auditors,
along with the power to retain, at the Companys expense, search firms, outside
counsel or other experts for this purpose. The Committee shall have sole
authority to approve any search firms fees and other retention terms.

The Committee shall review the adequacy of this charter on an annual basis
and recommend any appropriate changes to the Board for consideration.

Membership

Appointment and Removal. The Committee shall be appointed by the Board
and shall serve at the pleasure of the Board for such term as the Board may
decide or, with respect to an individual Committee member, until such Committee
member is no longer a Board member. The Board shall designate the chairperson
of the Committee.

Number and Meetings. The Committee shall be comprised of not less than
three members of the Board. The Committee shall meet as often as necessary to
fulfill its responsibilities. The Committee may appoint subcommittees and may
delegate its responsibilities to a subcommittee to the extent it deems
appropriate.

Independence.The Committee members will meet the independence
requirements of the New York Stock Exchange. These requirements are attached
hereto as Annex A. Accordingly, the members of the Committee will be directors
who the Board affirmatively concludes have no material relationship to the
Company, as determined by the Board, either directly or as a partner,
shareholder or officer of any organization that has a relationship with the
Company.

The failure of the Committee to satisfy the independence requirements set
forth above shall not invalidate any actions taken by the Committee.





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Responsibilities

The following functions shall be the common, recurring activities of the
Committee in carrying out its duties.

Nominating Responsibilities

1.          The Committee shall lead the Companys search for individuals qualified
to become members of the Board.

2.          The Committee shall evaluate and recommend to the Board for nomination
candidates for election or reelection as directors.

3.          In the event of a vacancy on the Board, or if the Committee becomes
aware of a pending vacancy and the Board determines that such vacancy shall be
filled by the Board, the Committee shall recommend to the Board a qualified
individual for appointment to the Board.

4.          The Committee shall establish and oversee appropriate director
orientation and continuing education programs.

5.          In assessing the qualification of a candidate, the Committee generally
shall observe the following guidelines:



| |  |  | The only candidate who at the time of her or his initial
election may be non-independent is the Chief Executive Officer of
the Company. The remaining directors shall be independent at the
time of their initial election, but shall not be disqualified from
reelection as a result of subsequently no longer being independent,
provided that at all times a substantial majority of the directors
shall be independent. In assessing independence the Committee shall
consider the requirements on New York Stock Exchange rules and such
other factors as it deems advisable.
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| |  |  | A majority of the directors should be active or retired
senior executives (or the equivalent) of other significant
companies, educational institutions, governmental agencies, service
providers or non-profit organizations. Directors shall not be a
director, consultant or employee of or to any competitor of the
Company (i.e., a company that sells jewelry at retail).                                                                                                                                                                                                    
|
| |  |  | In considering candidates, the Committee shall consider their
other obligations and time commitments and their ability to attend
meetings in person.                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | In the event that the Chairman, other than the current
Chairman at the time of the initial adoption of this Charter, is not
independent, the Committee shall recommend another director to serve
as the lead independent director.                                                                                                                                                                                                                                                                                                                                              
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| |  |  | To avoid potential conflicts of interest, interlocking
directorships will not be allowed. Interlocking directorships shall
be deemed to occur if a senior executive officer of the Company
serves on the board of or as a trustee of a company or institution
that employs one or more directors (i.e., reciprocal directorships).                                                                                                                                                                                                                                                

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Corporate Governance Responsibilities

1.          The Committee shall, from time to time, as the Committee deems
appropriate, make recommendations to the Board regarding an appropriate Board
organization and structure.

2.          The Committee shall, from time to time, as the Committee deems
appropriate, evaluate the size, composition, membership qualifications, scope
of authority, responsibilities, reporting obligations and charters of each
committee of the Board.

3.          The Committee shall periodically review and assess the adequacy of the
Companys corporate governance principles as contained in this Charter. Should
the Committee deem it appropriate, it may develop and recommend to the Board
for adoption additional corporate governance principles.

4.          The Committee shall periodically review the Companys Certificate of
Incorporation and Bylaws in light of existing corporate governance trends, and
shall recommend any proposed changes for adoption by the Board or submission by
the Board to the Companys stockholders.

5.          The Committee may make recommendations on the structure and logistics
of board meetings and may recommend matters for consideration by the Board.

6.          The Committee shall consider, adopt and oversee all processes for
evaluating the performance of the Board, each committee and individual
directors.

7.          The Committee shall annually review and assess its own performance.

8.          The Committee shall oversee the development of a Chief Executive
Officer succession plan, under which, among other things, the Board will
receive periodic reports from management on the development of other members of
senior management.

General

1.          The Committee shall review and discuss such other matters that relate
to the accounting, auditing and financial reporting practices and procedures of
the Company as the Committee may, in its own discretion, deem desirable in
connection with the review functions described above.

2.          The Committee shall perform any other duties or responsibilities
delegated to the Committee by the Board from time to time.

3.          The Committee shall report regularly to the Board.

4.          The Committee shall conduct and review with the Board annually an
evaluation of the Committees performance with respect to the requirements of
this charter.

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Annex ANominating and Corporate Governance Committee
Independence Requirements

A director who receives, or whose immediate family member receives, more
than $100,000 per year in direct compensation from the Company (other than
director or committee fees or pension or other forms of deferred compensation
for prior service so long as the compensation is not contingent on continued
service), is presumed not to be independent until five years after he or she
ceases to receive more than $100,000 per year in such compensation. In
addition, the following directors shall not satisfy the definition of
independent:



| |  |  | A director who is affiliated with the Company, which means a
person that controls, is controlled by, or is under common control
with the Company;                                                                                                                                                                                                                                                                                                            
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| |  |  | A director who accepts, directly or indirectly, any
consulting, advisory, compensatory fee or any other fee from the
Company other than directors fees;                                                                                                                                                                                                                                                                                                     
|
| |  |  | A director who is affiliated with or employed by, or whose
immediate family member is affiliated with or employed in a
professional capacity by, a present or former internal or external
auditor of the Company until five years after the end of either the
affiliation or the auditing relationship;                                                                                                                                                      
|
| |  |  | A director who is employed, or whose immediate family member
is employed, as an executive officer of another company where any of
the Companys present executives serve on that companys
compensation committee until five years after the end of such
service or the employment relationship; or                                                                                                                                                          
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| |  |  | A director who is an executive officer or an employee, or
whose immediate family member is an executive officer, of another
company (1) that accounts for at least 2% or $1 million, whichever
is greater, of the Companys consolidated gross revenues, or (2) for
which the Company accounts for at least 2% or $1 million, whichever
is greater, of such other companys consolidated gross revenues,
until five years after falling below such threshold.

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