Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2009, Zale Corporation (the "Company") appointed Matthew W. Appel as its Executive Vice President of Finance, and effective June 15, 2009, Mr. Appel will also serve as the Company's Chief Financial Officer.

Mr. Appel, age 53, joined the Company from ExlService Holdings, Inc., a provider of business process outsourcing services, where he served as Vice President and Chief Financial Officer since 2007. Prior to ExlService Holdings, Mr. Appel worked for Electronic Data Systems, a provider of information technology, applications and business process outsourcing services, where he joined in 2003 as Vice President, Finance and Administration Business Process Outsourcing. At Electronic Data Systems, he subsequently served as Vice President, Business Process Outsourcing Product Management, with responsibility for strategy and business plan development, investment prioritization, product lifecycle management and new product development.

Pursuant to the terms of the offer letter between the Company and Mr. Appel, Mr. Appel will receive (1) $400,000 per annum in base compensation, (2) options to purchase 100,000 shares of common stock at a purchase price of $4.01 per share (the closing price on the May 27, 2009, date of grant), subject to four year vesting, (3) 20,000 shares of restricted stock, subject to four year vesting, (4) an annual incentive bonus based upon the Company's financial performance, with a target level of 75% of base compensation and a maximum level of 150% of base compensation, and (5) customary benefits including vacation. In addition, the Company agreed to enter into an Employment Security Agreement ("ESA") for the benefit of Mr. Appel on terms generally consistent with existing employment security agreements with other senior executives. Among other things, the ESA provides for: (a) severance in the event of a "Qualifying Termination" other than following "Change of Control," both as defined in the ESA in the amount of six (6) months salary and average earned bonus; and (b) severance in the event of a "Qualifying Termination" following a "Change of Control," both as defined in the ESA in the amount of thirty six (36) months salary and average earned bonus, subject to a Section 280G conditional cap.

Effective June 15, 2009, Cynthia T. Gordon, currently interim Chief Financial Officer, will continue to serve as Senior Vice President and Controller.