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                                                                  EXHIBIT 10.17



                              EXECUTIVE BONUS PLAN

Zale Corporation is committed to building and maintaining a quality executive
staff, and to encouraging maximum focus on business improvement.

The 1999 Executive Bonus Plan has been developed to allow all eligible
executives the opportunity to receive an annual bonus based on our success.


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MEASURES       The 1999 Executive Bonus Plan is based upon the following
AND            measures:
WEIGHTINGS
               All Participants:

<TABLE>
<CAPTION>
                          MEASURE                      WEIGHTING
                          -------                      ---------
               <S>                                     <C>
               Overall Corporate Net Income $*             70%

               Overall Corporate Net Income As             
               a % of Sales                                30%
</TABLE>

               * Minimum Net Income bonus target $ must be earned for any 
                 award to be paid.

                 Your payout targets and levels are shown on page 5 and
                 illustrated on pages 6 and 7.


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ADDITIONAL          o    Must have joined Zale Corporation in a bonus eligible
ELIGIBILITY              position by 2/1/99. Pro-rated payout will be based on
REQUIREMENTS             full months in eligible position.

                    o    Must be actively on payroll, or approved Leave of
                         Absence, on 7/31/99.

                    o    If promoted to bonus eligible position by 2/1/99, bonus
                         will be pro-rated based on full months in bonus
                         eligible position.

                    o    If changed to non-bonus eligible position after 2/1/99,
                         but on active payroll on 7/31/99, bonus will be
                         pro-rated based upon tenure in bonus eligible position.

                    o    Participants terminated due to reduction in force after
                         1/1/99 will be eligible for a pro rated payout. Those
                         terminated for reduction in force before 1/1/99 and
                         those terminated for any other reason during the fiscal
                         year will not be eligible to receive a bonus payout.

                    o    In the event of death, long-term disability or
                         retirement prior to 7/31/99, a pro-rated payment will
                         be made to the participant or the participant's
                         estate.

                    o    Participants will be notified of their eligibility
                         level at the beginning of the fiscal year or when they
                         become bonus eligible. A Bonus Participant Agreement
                         must be signed at that time.

                    If changes occur during the fiscal year which alter the
                    participant's eligibility, the participant will be
                    notified.


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ADMINISTRATION      o    Corporate Compensation Committee may, at their sole
                         discretion, adjust bonus awards to reflect special or
                         unusual circumstances of any individual or individuals.

                    o    Any bonus eligible employee who receives an "I" rating,
                         or lower, in either summary rating category in a given
                         year, will not be eligible for any bonus for that year.

                    o    Any employee on Leave of Absence may, at the Corporate
                         Compensation Committee's sole discretion, have their
                         bonus reduced, pro rata, to reflect their period of
                         absence.

                    o    All bonuses must be approved by the Corporate
                         Compensation Committee and the Compensation Committee
                         of the Board of Directors.

                    o    Payouts will occur by September 30, which is sixty (60)
                         days following the end of Fiscal Year.

                    Zale Corporation reserves the right to modify, suspend or
                    terminate all plans, provisions, and payouts as dictated by
                    business requirements.

                    Nothing in this plan shall be construed as a contract of
                    employment.