Exhibit 14      ZALE CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS


Neal Goldberg Chief Executive Officer  Dear Fellow Employee:  Zale Corporation was founded
more than 85 years ago with this customer commitment: Provide superior service
using 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.  Our Code of Business Conduct
and Ethics applies to the Companys Board of Directors and to all Company
employees. In addition, the Code provides a framework for our dealings with
trade vendors, other suppliers and competitors.  I firmly believe that
operating according to the highest ethical standards is one of the reasons we
have been successful in the past. Our collective adherence to the principles of
the Code will ensure the Companys continued success going forward.   Sincerely,  Neal Goldberg


TABLE OF
CONTENTS  Code
  Background
  2·Code Summary
  2·Responsibilities
  2Complaint
  Reporting Policy
  2-3·General
  Complaint Reporting Policy
  2·Accounting
  Complaint Reporting Policy
  3Penalties
  for Code Violations
  3Fair
  Dealing
  3Conflicts
  of Interest
  3-4·Policy
  3·Definitions
  3·Guidelines
  4·Examples of
  Conflict of Interest
  4Corporate
  Opportunities
  5Confidential
  Information
  5-6·Policy
  5·What is
  Confidential Information?
  5·Computer
  Systems
  5Maintenance
  of Books, Records andDisclosure
  Procedures
  7·Books and
  Records
  7·Corporate
  Assets
  7·News Media
  Contact Policy
  7Compliance
  with Applicable Laws
  8-9·Policy
  8·State Sales
  Tax
  8·Reporting
  Cash Payments of $10,000 or More
  8·U.S. Customs
  Regulations
  8·EEO Policies
  8·Payments to
  Government Officials
  8·Compliance
  with Federal Securities Laws
  8·Insider
  Trading
  8·Stock Trading
  Prohibited During Blackout Periods
  9·Former
  Directors, Officers and Employees
  9·Money
  Laundering
  9Felony
  Reporting Policy
  10Cooperation
  10Code
  Administration and Violation
  10·Responsible
  Corporate Officer  General Counsel
  10·Good Judgment
  Rule
  10·Approvals
  Procedure
  10·Requests for
  Exceptions and Waivers
  10·Additional
  Information
  10  All members of the Board of
Directors, officers and other employees are required to complete a
certification of compliance. This Code of Business Conduct and Ethics
supersedes and invalidates all prior versions thereof.  September 2009


CODE
BACKGROUND  This Code of Business Conduct and Ethics (thisCode)applies to all members of the
Board of Directors and all officers and other employees of Zale Corporation and
its subsidiaries (collectively, the Company). This Code extends to relations
between all employees. In addition, this Code extends to relations between
employees and the Companys trade vendors, other suppliers, customers and
competitors.  CODE
SUMMARY  Our Code:  1.Forbids
members of the Board of Directors, officers and other employees from accepting
any unauthorized benefit, gift, service or favor from any of the Companys
vendors, customers or competitors.  2.Bans any
conduct that has the potential for a conflict of interest (or the appearance of
impropriety); i.e., where the opportunity for personal gain might influence the
way members of the Board of Directors, an officer or other employee carries out
the duties and responsibilities of his or her position.  3.Forbids
members of the Board of Directors, officers and other employees from disclosing
confidential Company information to outsiders or from removing confidential
information from Company premises.  4.Prohibits
participation relating to the Companys business in chatrooms, blogs and
similar forums.  5.Requires
that the Company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 the Companys
business operations, including, but not limited to:  ·Collecting
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 Company 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 ·Complying
with wage and hour practices and policies.  8.Requires
full cooperation with any governmental or other investigation.  Nothing in this 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
Board of Directors or its officers, or against any other employee or third
party.  RESPONSIBILITIES  The
Company will strive to:  ·Stress to
all employees the need for continuing commitment to these principles;  ·Maintain a
workplace environment that encourages frank and open communication regarding
the importance of operating under such principles;  ·Ensure
that there is no retaliation or reprisal against any employee who in good faith
reports an ethical or legal concern; and  ·Appropriately
address an employee report of suspected misconduct.  All members of the Board of Directors, officers and
other employees of the Company must:  ·Become
familiar with and adhere to this Code and Company policies and procedures; and  ·Raise
concerns about possible violations of law and/or this Code pursuant to the
Companys Complaint Reporting Policy (discussed below). 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.  No retaliatory action will
be taken against any member of the Board of Directors or any officer or
employee for reporting alleged violations to the Company in good faith.  Take a Common Sense Test  A good test for judging your
conduct under this Code is:  If you would be embarrassed
for your supervisor or co-workers to read about your conduct on the front page of
tomorrow mornings newspaper, or if the conduct is potentially harmful to the
Company ...  DONT DO IT.  COMPLAINT
REPORTING POLICY  GENERAL
COMPLAINT REPORTING POLICY  Officers and other employees
of the Company should report violations of this Code (other than violations
regarding accounting matters, which are discussed below) to their immediate  CODE OF BUSINESS CONDUCT AND
ETHICS  2


supervisors, to the next
successive level of reporting authority or to the Companys Human Resources, Legal
or Loss Prevention departments. Violations with respect to the Chief Executive
Officer and members of the Board of Directors (other than violations regarding
accounting matters, which are discussed below) should be reported to the Audit
Committee of the Board of Directors, through its Chairman. 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 senior management or the Companys Legal department.  In addition, complaints can
be made anonymously as follows:  ·Shared
Services Contact Center 866-772-8899  ·Loss
Prevention 24-Hour HELP (Honest Employees Love Profits) Confidential Line 800-999-7040  ACCOUNTING
COMPLAINT REPORTING POLICY  Members of the Board of
Directors, officers and other employees of the Company should report violations
of this Code regarding accounting, internal accounting controls and auditing
matters, including complaints regarding attempted or actual circumvention of
internal accounting controls and complaints regarding violations of the Companys
accounting policies, to either of the following:  ·Legal &
Ethics Anonymous Reporting Hotline 866-341-2633  ·Legal
Department 972-580-5248 901 W. Walnut Hill Lane, MS-6A Irving, TX 75038 legal@zalecorp.com  The Company has adopted the
Audit Committee Policy for Addressing Complaints to address complaints regarding
accounting, internal accounting controls and auditing matters, including
complaints regarding attempted or actual circumvention of internal accounting
controls or complaints regarding violations of the Companys accounting
policies. The Policy is available on the Companys Web site. In addition, any
member of the Board of Directors, officer, or other employee may obtain a copy
of the Policy by contacting the Companys Legal department at 972-580-5248. This
Policy provides that the confidentiality of complaints shall be maintained to
the greatest extent practicable consistent with the Companys legal and other
obligations.  PENALTIES
FOR CODE VIOLATIONS  If you violate this Code, you
are subject to disciplinary action. Depending on the nature of the violation, this
action could include termination of employment or other relationship with the
Company without prior notice.  FAIR
DEALING  Honesty, integrity and trust
are the underpinnings of the Companys success and must be observed in all
respects at all times. Members of the Board of Directors, officers and other
employees should endeavor to deal fairly with the Companys customers, suppliers
and employees. Members of the Board of Directors, officers and other employees
should not take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
unfair dealing practice.  CONFLICTS
OF INTEREST  POLICY  Relationships that members
of the Board of Directors, officers or other employees of the Company have with
third parties that have a potential to create a conflict of interest between
his/her responsibility to the Company and his/her personal interests are
prohibited, unless approved by the Company in accordance with the procedures
set forth in this Code. Any member of the Board of Directors and any officer or
other employee found to have accepted an unauthorized benefit, gift, service or
favor from any of the Companys vendors, customers or competitors may be in
violation of this policy. A familial relationship or shared residence with a
vendor or employee of a vendor also may be considered a conflict of interest. A
member of the Board of Directors, officer or other employee found to be in
violation of this policy is subject to disciplinary action, up to and including
divesting himself or herself of the interest, ending the business relationship
or termination of employment or other relationship with the Company.  Any time that a situation
arises or changes that creates a possible conflict of interest, the member of
the Board of Directors, officer or other employee is responsible for complying
with the procedures set forth below under Requests for Exceptions and Waivers.
Failure to do so may result in termination of employment or other relationship
with the Company.  If a member of the Board of
Directors or any 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.  DEFINITIONS  Benefit, Gift,
Service or Favor Means (a) money, loans or guarantees of
obligations, (b) gifts of merchandise or a service or (c) unless
specifically approved by the Company (as discussed below), travel, hotel, meals
or entertainment provided by a vendor or customer that exceeds normal and
customary social contact or that which, if reciprocated by a member of the
Board of Directors, an officer or other employee, would not be covered under
the Companys expense reimbursement guidelines.  3


Competitor Includes any
business that directly competes with the Company by engaging, in whole or in
part, in the manufacturing, wholesale or retail sale of jewelry of the type and
within the price ranges sold by the Company.  Conflict of
Interest A conflict of interest occurs when an
individuals private interest interferes in any way  or even appears to
interfere  with the interests of the Company as a whole. A conflict situation
can arise when a member of the Board of Directors or an officer or other
employee takes actions or has interests that may make it difficult to perform
his or her Company work objectively and effectively. Conflicts of interest also
arise when a member of the Board of Directors or an officer or other employee,
or a member of his or her family, receives improper personal benefits as a
result of his or her position in the Company (e.g., a conflict of interest
exists when the way a member of the Board of Directors, 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 member of the Board of Directors, officer or other
employee or by a familial relationship between the member of the Board of
Directors, officer or other employee and the vendor, customer or competitor).  Customer Refers to
any person who enters a Company store or purchases products or services from
the Company.  Member of
the Companys Board of Directors Includes the member of
the Board of Directors and his or her spouse and immediate family members.  Employee Includes the
employee and his or her spouse and immediate family members.  Officer Includes the
officer and his or her spouse and immediate family members.  Vendor Includes
trade vendors, suppliers, landlords, independent contractors and providers of
professional and other services.  GUIDELINES  As a member of the Companys
Board of Directors, officer or other employee:  ·You, a
relative or anyone who shares a residence with you may not accept payments of
any nature from a vendor, customer or competitor.  ·You, a
relative or anyone who shares a residence with you may not borrow money from a
vendor, customer or competitor or engage in other personal transactions with
them (see Example B below).  ·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 business, or with which the Company competes.  ·You, a
relative or anyone who shares a residence with you may not hold more than a
five percent stock interest in any publicly held corporation, partnership or
organization that does business with or competes with the Company. You, a
relative or anyone who shares a residence with you may not hold any financial
interest in any privately held corporation, partnership or organization that
does business with or competes with the Company.  ·You, a
relative or anyone who shares a residence with you may not offer to sell a
customer or 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 your immediate supervisor or, with respect to the Chief Executive
Officer, the Audit Committee of the Board of Directors, through its Chairman,
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 member of the Companys Board of Directors or
to an executive officer.  Exceptions to these
Guidelines may be granted pursuant to the Request for Exceptions and Waivers
section of this Code.  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 dinner,
you can accept because you could reciprocate and seek reimbursement for the
cost of the meal under the Companys Expense Reimbursement Guidelines.  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.  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 merchants and other
jewelry retailer representatives. The Company has traditionally sent
appropriate representatives to these and other similar events. In this and
other  4


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 your immediate supervisor or, with
respect to the Chief Executive Officer, the Audit Committee of the Board of
Directors, through its Chairman, determines that such attendance serves the
Companys business interests and would be a good use of your time, this Code
will permit Company representatives to attend these events  at the expense of
the sponsors.  Example D  A jewelry repair person or
other service provider who operates as an independent contractor is related to
a manager of a Company store (e.g., is his or her spouse, sibling, parent or
someone with whom he or she shares a residence). That Company store may not
engage that repair person or other service provider for repairs or services.
Such a relationship can be perceived as an attempt by the independent
contractor to gain influence or benefit from the managers employment at the
Company.  CORPORATE
OPPORTUNITIES  Members of the Board of
Directors, officers and other employees owe a duty to the Company to advance
the Companys legitimate interests when an opportunity arises. Accordingly, you
may not (a) take personal opportunities for yourself that are discovered
through the use of Company property, information or position, (b) use
Company property, information or position for personal gain or (c) compete
with the Company.  CONFIDENTIAL
INFORMATION  POLICY  As a member of the Companys
Board of Directors or as an officer or other employee, you may not disclose any
confidential or proprietary information about the Company to persons outside
the Company without prior approval of senior management. However, if you are
legally required to disclose any confidential or proprietary information about
the Company, you may do so after notifying the Legal department and providing
the Company with sufficient time under the circumstances to protect such
confidential or proprietary information. Persons outside the Company include
family, friends, vendors, customers, competitors and the news media. In
addition, all members of the Companys Board of Directors and all officers and
employees are prohibited from the unauthorized use of confidential information
belonging to others in connection with Company business.  WHAT IS
CONFIDENTIAL INFORMATION?  Confidential information
includes all non-public information that might be of use to the Companys
competitors, or harmful to the Company or its vendors or customers, if
disclosed. Some examples of confidential information include:  ·Business
and store location plans  ·Strategic
plans  ·Sales and
financial data and reports  ·Forecasts  ·Products
and pricing  ·Identity
of employees, 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 the Company 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 the
Company 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  Example  Your employment with the
Company ends. Your new employer, a Company competitor, asks you to contact the
top Company sales people whose names, phone numbers and rankings you obtained
at your last Company meeting. Even though you no longer work for the Company,
information that came into your possession during your employment at the
Company remains the property of the Company 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.  5


Personal
Use of E-mail or Voice Mail  Because the Company provides
computer, e-mail and voice mail systems to assist you in the performance of
your job, you should use them for official Company business. Incidental and
occasional personal use of e-mail and voice mail is permitted by the Company,
but these messages will be treated the same as other Company messages.  The Company reserves the
right to access and disclose all messages sent over its e-mail and voice mail
systems, without regard to content. Since your personal messages and files can
be accessed by the Company management without prior notice, you should not use
the computer system, e-mail and/or voice mail to transmit any messages or
compose any documents you would not want read by a third party. For example,
you should not use the Companys systems for gossip, including personal
information about yourself or others, for forwarding messages under
circumstances likely to embarrass the sender, for profanity, for offensive
sexual jokes or discussions or for emotional responses to business
correspondence or work situations. In any event, you should not use these
systems for such purposes as soliciting or proselytizing for commercial
ventures, religious or personal causes or outside organizations or other
similar, non-job-related solicitations. If the Company discovers that you are
misusing the computer, e-mail and/or voice mail systems, you may be subject to
disciplinary action, up to and including termination of employment or other
relationship with the Company.  Forbidden
Content of Internet, Intranet, E-mail and/or Voice Mail Communications  To ensure that the use of
computers, e-mail and/or voice mail systems, Company Web sites, and business
equipment is consistent with the Companys legitimate business interests, the
following guidelines will be followed:  ·Any
use of the Companys name or trademarks outside the course of the users
employment or other relationship without the express authorization of senior
management is prohibited.  ·No
media advertisement, Internet home page, electronic bulletin board posting,
e-mail message, voice mail message or any other public representation about the
Company or on behalf of the Company may be issued unless it has first been
approved by a department manager, Investor Relations/Public Relations and/or
other appropriate management personnel.  ·The
Company intranet is a service provided only for Company employees and as such
is not to be shared, either by transfer of information or direct viewing, with
anyone who is not employed by the Company or with a fellow employee who lacks
the appropriate security clearance.  ·Under
no circumstances should information of a confidential, sensitive or otherwise
proprietary nature be placed or posted on the Internet or otherwise be
disclosed to anyone outside the Company.  ·The
e-mail system is not to be used in ways that are insulting, disruptive or
offensive to others, or in ways that are inconsistent with the professional
image of the Company.  ·Mass
mailings are not allowed, and e-mails containing defamatory, false, sexual,
racist, abusive, discriminatory, harassing or otherwise offensive remarks,
jokes or images are prohibited. You may not access inappropriate Web sites
including, but not limited to, pornographic, sexually related or gambling
sites.  ·The
Internet, intranet and e-mail systems may not be used for religious or
political purposes, to disparage or harass any employee, customer, competitor
or any other person or entity or for any non-business-related solicitations.  ·You
should not use any Internet or intranet message board or similar medium
available to the public to post any messages regarding the Company, its
business, customers, employees, competitors, products or other matters related
to it.  ·Any
use of the e-mail system to solicit outside business ventures, to leak
confidential, sensitive or proprietary information or for any other
inappropriate purpose is prohibited.  All users are personally
accountable for messages that they originate or forward using Company
computers, e-mail or voice mail systems.  Password
and Encryption Key Security and Integrity  Members of the Board of
Directors, officers and other employees are prohibited from the unauthorized
use of the passwords and encryption keys of other members of the Board of
Directors, officers or employees to gain access to such other persons
computer, e-mail and/or voice mail files and messages or to construct
communications that appear to be from someone else.  Any violation of this policy
will result in appropriate disciplinary action, up to and including termination
of employment or other relationship with the Company and the exercise of other
legal remedies that may be available to the Company.  Protecting
Proprietary Information  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 or other POS Reports, RIS Reports, Sales Data and Operating Expense Data.  In addition, you are
prohibited from participating in chat rooms, blogs and similar forums regarding
the Companys business.  Example A  Since computer reports
containing sales plans and performance ranking provided to you by the Company
are confidential, you should not remove them from Company premises unless in
conjunction with your duties and should not disclose them to anyone other than
members of the Board of Directors or employees.  6


Example B  You notice on a popular chat
room that one of the postings contains significant misstatements regarding the
Company that could cause the Company harm. You cannot correct them through your
own posting but must bring the statements to the attention of the Companys
Investor Relations or Legal departments and let them decide whether a response
is appropriate.  MAINTENANCE
OF BOOKS, RECORDS AND DISCLOSURE PROCEDURES  BOOKS AND
RECORDS  The Company 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. Members of the Companys Board of 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
pursuant to the Accounting Complaint Reporting Policy set forth in this Code.  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 public accountant engaged in the performance of an audit of Company
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, or any material misstatement that you believe exists
in our reports to the Company pursuant to the Accounting Complaint Reporting
Policy set forth in this Code.  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 under the heading Accounting
Complaint Reporting Policy.  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
only be used for legitimate business purposes.  The Company has extensive
procedures 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 pursuant to the General Complaint Reporting Policy set forth in
this Code, any lapses that occur in following the procedures.  NEWS MEDIA
CONTACT POLICY  If any member of the media
contacts you, you should refer the questioner to Investor Relations/Public
Relations at 972-580-5047 for coordination, approval and response. Do not
respond to questions. Remain calm and polite. Do not get angry or behave in an
aggressive manner.  If news reporters or camera
people appear unexpectedly in a store, you should politely provide them with
the name and number for Investor Relations/Public Relations and ask them to
leave so as not to disrupt business. After the reporters or cameramen have left
the store, contact Investor Relations/Public Relations. If appropriate, alert
other Company stores in the mall.  In the event a media inquiry
relates to a pending or threatened legal matter, any member of the Board of
Directors or any officer or other 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, President, Chief Financial Officer,
Legal department or Investor Relations department, neither members of the Board
of Directors nor officers or other employees are 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  7


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. Company policy states that neither
members of the Companys Board of Directors nor officers or other employees
shall discuss sales, profitability or results of operations or any confidential
information without prior authorization.  News Media ContactsInvestor Relations:972-580-5047Legal Department:972-580-5248  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 immediate supervisor or the Companys Legal
department.  STATE SALES
TAX  Members of the Companys
Board of 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 member of the Board of Directors or any 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 or other relationship with the Company.  REPORTING
CASH PAYMENTS OF $10,000 OR MORE  Members of the Board of
Directors, officers and other employees must strictly comply with regulations
that require the Company to promptly report any transaction during which a
customer makes a currency payment of $10,000 or more. (Two or more related
purchases made with $10,000 aggregate cash also fall within these regulations.)  U.S.
CUSTOMS REGULATIONS  Members of the Board of Directors,
officers and other employees traveling outside the United States must strictly
comply 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  Members of the Board of
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 the Companys policy manual, Management Policies and Guidelines,or Employee Handbook (which can be found on
the Companys intranet).  PAYMENTS TO
GOVERNMENT OFFICIALS  Neither members of the Board
of Directors nor officers or other employees shall make any payment or gift or
promise any payment or gift to a domestic or foreign official, political party
or official thereof or candidate for domestic or foreign political office for
purposes of obtaining or influencing or attempting to obtain or influence,
favored treatment with respect to the Companys business. Members of the Board
of Directors, officers and other employees of the Company must adhere at all
times to the Foreign Corrupt Practices Act.  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 information with the New York Stock
Exchange and the Securities and Exchange Commission. Members of the Board of
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.  INSIDER
TRADING  Neither members of the Board
of Directors nor officers or other employees may purchase or sell Company
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, neither members of the Board of Directors nor
officers or other employees are permitted to tip any other person by
disclosing non-public information about the Company.  Neither members of the Board
of Directors nor officers or other employees 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, neither members of
the Board of Directors, nor officers or other employee are permitted to tip
any other person by disclosing material non-public information about the vendor
or other party.  Examples of non-public
information that might be deemed material include:  8


·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.  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 Legal department regularly prepares supplemental
documents for use by members of the Board of 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.  STOCK
TRADING PROHIBITED DURING BLACKOUT PERIODS  In order to assure strict
compliance with this policy, members of the Board of Directors, officers,
employees at or above a director level, merchants and all other employees who
have access to the Companys financial data, and the related accounts of such
persons, are prohibited from purchasing or selling Company 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, members of the Board of 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
Investor Relations prior to executing a purchase or sale of Company common
stock or other securities. If Investor Relations clears the proposed trade,
such trade must be consummated within 10 days of receipt of approval, if at
all.  FORMER
DIRECTORS, OFFICERS AND EMPLOYEES  Since information may
continue to be material non-public information even after a member of the Board
of Directors or an officer or other employee has terminated his or her
relationship with the Company, all former members of the Board of Directors and
all officers or other employees of the Company must comply with all applicable
securities laws. The Company reserves the right to implement additional
procedures to ensure compliance with this policy and all applicable securities
laws.  MONEY
LAUNDERING  Money laundering is the
use of transactions by criminals, terrorists, or others to conceal all traces
of the illegal source of funds. Money laundering may involve various
transactions that, when completed, appear to be legitimate. The Company is
committed to complying with all anti-money laundering and anti-terrorism laws
throughout the world.  The Company supports
anti-money laundering policies by using procedures to avoid receipt of cash or
cash equivalents that are the proceeds of a crime. You are to promptly report
suspicious transactions or activities by any customer to the Companys Legal
department.  You should look for red flags
that might raise suspicion concerning possible money laundering, including but
not limited to:  ·Payments
made in currencies other than that specified in the invoice;  ·Attempts
to make large payments in cash or cash equivalents;  ·Payments
made by someone not a party to the contract (unless approved);  ·Payments
to/from an account other than the normal business relationship account;  ·Requests
or attempts to make payments for each invoice or group of invoices by multiple
checks or drafts; or  ·Requests
to make overpayments.  9


FELONY
REPORTING POLICY  In the event that any
employee of the Company at the level of manager or above is arrested for a
felony, he or she shall report such felony arrest to his or her immediate supervisor
no later than the first day or shift after he or she returns to work (or was
scheduled to return to work) following the arrest.  For these purposes, felony
arrest is defined as an arrest for any criminal offense punishable by at least
one year in prison.  This policy does not apply
to misdemeanor arrests and charges. Employees uncertain whether an arrest
should be reported are advised to report the incident so it can be evaluated. Once
the felony arrest of an employee covered by this Felony Reporting Policy has
been reported, the Company reserves the right to terminate or take other action
with respect to such employee.  COOPERATION  All members of the Board of
Directors, officers and other employees must cooperate courteously with
officials conducting a government or Company inquiry or investigation. Always
seek advice from the Companys Legal department before responding to a
non-routine request for information from a government or regulatory agency. Non-routine
is defined as other than as required by normal government processes and
monitoring contracts, or relating to government policy or legal/regulatory
changes.  CODE
ADMINISTRATION AND VIOLATION  RESPONSIBLE
CORPORATE OFFICER  GENERAL COUNSEL  The Companys General
Counsel and Legal department are responsible for interpreting this Code and
responding to specific questions from members of the Board of Directors, officers
and other employees about its application. The Company will make every effort
to provide consistent treatment and guidance for prospective conduct.  GOOD
JUDGMENT RULE  Although this Code attempts
to deal with many types of business conduct considered to be unethical, improper
or detrimental to the Company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 this Code to unusual situations not
specifically covered by this Code.  APPROVALS
PROCEDURE  Unless otherwise indicated, any
approval or other authorization required pursuant to any policy in this Code, if
requested by the Chief Executive Officer or any member of the Board of
Directors, must be obtained from the Audit Committee of the Board of Directors,
through its Chairman, and if requested by any other officer or employee of the
Company, must be obtained from his or her immediate supervisor, following such
supervisors consultation with the Legal department and Human Resources.  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 any employee believes
that an exception to any of the policies is appropriate, the employee should first
contact the employees immediate supervisor. If the employees immediate
supervisor, after consultation with the Human Resources and Legal departments, agrees
that an exception is appropriate, the exception will be approved. Exceptions to
this Code for the principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions and
members of the Board of Directors may be made only by the Audit Committee of
the Companys Board of Directors, through its Chairman. Certain exceptions for
senior financial officers must be disclosed on Form 8-K, or, if permitted
by applicable securities laws, the Companys Web site.  ADDITIONAL
INFORMATION  In cases where you are
unable to decide whether a course of conduct is permissible, you are encouraged
to ask for guidance from the Legal department. Such questions should be
directed to:  The Company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
anonymously.  Additional information can
be found on the Companys Web site at www.zalecorp.com and on the Companys
intranet.  10


ZALE
CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS CERTIFICATE OF COMPLIANCE  I have read and understand
the Zale Corporation Code of Business Conduct and
Ethics(the Code), which
has been furnished to me. I understand that the Code applies to all members of
the Board of Directors as well as to officers and 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 in accordance with the policies set forth in the Code.  I understand that regardless
of whether I sign this certification, I am expected to comply with the
provisions of the Code and to report any suspected violations of the Code in
accordance with the policies set forth in the Code.  I fully understand that I or
the Company can terminate my employment at any time, for any reason or for no
reason. I further understand that the Code does not constitute any kind of an
employment contract, written or verbal, between me and the Company and does not
alter my employment status. I further understand that the Code supersedes and
replaces all prior versions thereof.  Print
  NameEmployee
  IDSignatureDate  CONFLICT OF
INTEREST FORM  Nature of Interest
(including name of vendor, customer, independent contractor, competitor or
other business) Print
  NameTitlePhone
  (Work)SignatureDate  If you need more information
about the Companys conflicts of interest policy, please contact the Human
Resources or Legal department. September 2009    ZALE
CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS CERTIFICATE OF COMPLIANCE  I have read and understand
the Zale Corporation Code of Business Conduct and
Ethics(the Code),
which has been furnished to me. I understand that the Code applies to all
members of the Board of Directors as well as to officers and 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 in accordance with the policies set forth
in the Code.  I understand that regardless
of whether I sign this certification, I am expected to comply with the
provisions of the Code and to report any suspected violations of the Code in
accordance with the policies set forth in the Code.  I fully understand that I or
the Company can terminate my employment at any time, for any reason or for no
reason. I further understand that the Code does not constitute any kind of an
employment contract, written or verbal, between me and the Company and does not
alter my employment status. I further understand that the Code supersedes and
replaces all prior versions thereof.  Print
  NameEmployee
  IDSignatureDate  CONFLICT OF
INTEREST FORM  Nature of
Interest (including name of vendor, customer, independent contractor, competitor
or other business) Print
  NameTitlePhone
  (Work)SignatureDate  If you need more information
about the Companys conflicts of interest policy, please contact the Human
Resources or Legal department. September 2009    11