ELIZABETH ARDEN CORPORATE GOVERNANCE > CODE OF BUSINESS CONDUCT (2004)

May 3, 2004

Dear Fellow Employees, Officers and Directors:

We have prepared this Code of Business Conduct ("Code") to help you understand our standards of ethical business practice. This Code applies to all of our employees, officers and directors.

The principles set forth in this Code describe how we should behave. We will conduct our worldwide operations consistent with the highest business, legal and ethical standards.

Compliance with these principles is vital to maintain our reputation as a global prestige fragrance and beauty products company. Personal responsibility is at the core of our principles and culture. In every business decision we make, we must follow the ethics and compliance principles included in this Code. It is also our responsibility to report anything we observe or know about that might violate this Code.

No code could ever anticipate every ethical decision we may face in business. Whenever you are in doubt about any matter that may have ethical implications, you should seek guidance within your individual business unit. This Code identifies the channels and procedures that we have established to help answer your questions.

Violation of this Code is a serious matter and could subject you to disciplinary action, civil liability or even criminal prosecution. Each of us must understand and accept our personal responsibility in conducting business ethically. Please read this Code carefully. When you are done, please sign the acknowledgment confirming your understanding and responsibility in adhering to the Code.

E. Scott Beattie
Chairman and Chief Executive Officer
Elizabeth Arden, Inc.

Overview and Purpose

At Elizabeth Arden, Inc. we are committed to conducting our business while adhering to the highest ethical standards, in full compliance with all applicable laws and regulations and with the utmost integrity and honesty. That is why we have an ethics and compliance program and why we are publishing this Code. The Code is specifically designed to be part of an effective program to prevent and detect violations of law. Before you review specific principles, you should have a general sense of the following basic principles:

This Code applies to all employees, officers and directors of Elizabeth Arden, Inc. and its worldwide subsidiaries who are referred to as "you" or "your" throughout this Code.

Elizabeth Arden, Inc. and its worldwide subsidiaries are referred to throughout this Code as "we," "us," and "our." Where the actions of our consultants, agents or representatives are attributable to us, we must insist that they conduct themselves in accordance with this Code help us comply with applicable laws and uphold the integrity of our organization.

This Code is part of a broader set of our policies and compliance procedures described in greater detail in the Elizabeth Arden Employee Handbook for U.S. Employees (the "Handbook"), handbooks and other policies for employees of our international affiliates, as well as other policies referred to in this Code and as may be established from time to time by us (the "Supplemental Policies"). This Code shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Handbook.

If you have questions about the policies contained in this Code, please direct them to your supervisor or, if you prefer, communicate with your Human Resources contact or our Legal Department.

Business Courtesies

A business courtesy is a gift (whether in money, services, perks, entertainment, or other inkind items) provided to a business associate. In certain situations, the exchange of limited, non-cash business courtesies may be appropriate. We do not seek, however, to improperly influence the decisions of our customers or suppliers by offering business courtesies, just as we require that your decisions not be affected by having received a business courtesy.

You should not solicit a business courtesy from a business associate that is inconsistent with common business practices and interferes with your judgment and in our best interest.

Common sense and good judgment must be exercised when accepting business-related meals or anything of value to avoid any perception of impropriety or conflict of interest.

Under no circumstances should you accept cash gifts from, or give any cash gifts to, any business associate.

Computer Software and e-mail

Computer Software

Copyrights protect most computer programs in countries in which we operate. Our policy is to respect such copyrights and to strictly adhere to all relevant laws and regulations regarding the use and copying of computer software. Therefore, do not make copies of any part of a third-party computer program unless the copy is an authorized back-up copy or the computer software license specifically permits the copy to be made. If you are uncertain about this, you must consult with our Information Technology Department. If you are engaged in writing computer programs, do not copy or refer to any lines of code written by a third party without the advice of our Legal Department or the written consent of the third party.

E-mail and Internet

E-mail systems are not entirely secure and may be susceptible to interception. Unlike a spoken conversation, e-mail creates a permanent record. Any e-mail you send may be printed by the recipient and forwarded by the recipient to others, and is probably retained for a substantial period of time. Therefore, you should exercise the same care, caution and etiquette in sending an e-mail message as you would with any other written business communications.

Make sure your e-mail is professional and appropriate to the circumstances. Specifically, we will not tolerate illegal, abusive, obscene, offensive or profane e-mail. In addition, because the e-mail system is a resource we own, we may, in certain circumstances, have a need to examine and, therefore, reserve the right to read all e-mail communications and take appropriate disciplinary action if we deem such communication to violate our policies.

The Internet connection is provided primarily for business use. Do not download any data that you are not authorized to receive or that is unprofessional, inflammatory or inappropriate for business use. You should not abuse access to the Internet for personal purposes and should not access the Internet for illegal or inappropriate purposes. We may conduct a review of all your Internet activity, and evidence of abuse of the Internet facilities we provide you may result in termination of the Internet connection and disciplinary action up to and including termination. Please refer to the Communication and Information Systems Appropriate Use Policy for Elizabeth Arden Personnel for further information.

Confidential Information

Our confidential information, including trade secrets, are important corporate assets. All employees, agents, consultants and representatives must be careful not to disclose confidential information to unauthorized persons, either within or outside our business, and must exercise care to protect the confidentiality of such information received from another party.

Confidential information refers to information that is not already in the public domain, that a person would normally expect to be non-public or that might affect our competitive position. It includes information sometimes referred to as trade secrets.

Some examples of confidential information are:

Specific Guidelines

Conflicts of Interest

A conflict of interest occurs when your personal interests interfere with your ability to exercise your judgment objectively, or to do your job for us in a way that is in our best interests. You must avoid actual or potential conflicts of interest. If you are considering undertaking any activity that may create a conflict of interest, you must seek approval of the activity in advance from the Audit Committee by making a request through our General Counsel.

Some Examples of Potential Conflicts

Consultants

The hiring of any consultant must be approved in advance by a Vice President within your department and the Human Resources Department and controlled to protect our confidential information. No consultant may be retained to perform work for us without a formal written agreement prepared or approved by our Legal Department.

Unless specifically approved by our Legal Department, all payments for services or products must be paid in the name of the consultant, agent or representative named as a party to the agreement, paid in the location where the services are performed and paid in local currency. All consultants must be informed about and agree to follow this Code with respect to activities that affect our businesses or interests.

Drug and Alcohol Policy and Employee Assistance

For the safety of our employees, you and others, we expect that you will work unimpaired by drugs or alcohol.

Specific Guidelines

Employment and Medical Records

Employment records of our employees can only be disclosed to our employees having a substantial and legitimate need to know the information in an employee's file or in response to appropriate legal process. Our employees with access to these files must take reasonable steps to keep them confidential.

Our employees' medical records are confidential and private. These medical records will not be released to any person unless approved by the Legal Department and required by law or based upon a written release from the affected employee.

Environment, Safety and Health

We are committed to protecting human health and the environment. We will promote and protect the health and safety of our employees, the environment and the communities around the world in which we operate. Therefore, we will strictly adhere to all applicable laws and regulations relating to environmental protection and workplace health and safety.

Many environmental, safety and health laws and regulations are complex. If your work involves these fields, it is your responsibility to familiarize yourself with the requirements of relevant laws and regulations, including record keeping. If you have any questions concerning laws and regulations relating to environmental protection and workplace health and safety, contact our Human Resources or Legal Departments.

Equal Opportunity

It is our policy to ensure equal employment and advancement opportunity for all qualified individuals without distinction or discrimination because of age, color, national origin, race, religion, sex, ancestry, physical or mental disability, veteran status or any other category protected by federal, state or local law.

This policy applies to all employees and applicants for employment and to all aspects of the employment relationship, including recruitment, hiring, compensation, benefits, training, transfer, and advancement. Equal employment opportunity principles must be communicated periodically to all employees and reaffirmed each year. Our businesses not subject to U.S. law shall apply the intent and provisions of this policy consistent with national or local laws in other countries.

Frauds and Thefts

You have a responsibility to protect our assets from misuse or misappropriation. Our assets include tangible assets, such as products, equipment and facilities, as well as intangible assets, such as corporate opportunities, tradenames, patents, copyrights and other intellectual property, trade secrets and business information (including any nonpublic information learned as one of our employees, officers or directors).

Our assets may only be used for business purposes and other purposes approved by management. You may not take, make use of, or knowingly misappropriate our assets, for personal use, for use by another, or for an improper or illegal purposes. You are not permitted to remove, dispose of, or destroy anything of value belonging to us without our consent, including both physical items and electronic information.

Government Investigations

It is our policy to fully cooperate with any appropriate government investigation. If you or someone you supervise learns about a possible government investigation or inquiry, inform our Legal Department immediately.

Specific Guidelines

Business Dealings

We are a global company. Many of the countries in which we operate have significantly different laws than those of the U.S. We must know and comply with the letter and spirit of the laws of all countries where we do business . We will also be sensitive to the cultures and customs of the countries where we operate and respect the communities and environment where we do business.

The U.S. Foreign Corrupt Practices Act ("FCPA")

Many U.S. laws are applicable to our non-U.S. businesses and to the conduct of our U.S. businesses outside the U.S. In particular, you should be familiar with the FCPA. The FCPA prohibits giving anything of value to officials of foreign governments in order to obtain or retain business. Giving incentives to government personnel to secure an improper advantage is not permitted. Contact our Legal Department if you have questions. In certain instances, the FCPA does allow what are referred to as "facilitating payments." Typically, these are nominal payments given to relatively low-ranking government personnel to hasten the inspection of goods or the performance of other basic administrative tasks.

Nonetheless, we strongly discourage such payments, and in any case, the payment must also be consistent with applicable laws of the host country. If you anticipate a situation that may involve a facilitating payment, contact our Legal Department before you take any action.

You may not directly or indirectly engage in bribery, kickbacks, payoffs or other corrupt business practices in connection with any of our U.S. or international business including relations with governmental agencies or customers.

The FCPA applies to us, you and our consultants, marketing representatives and agents.

Compliance with the FCPA requires our constant vigilance. Specifically, if you suspect that any payment is being used for improper purposes, you must immediately report the situation to your supervisor and to our Legal Department for investigation.

Export Controls

It is our policy to comply with all applicable U.S. and international export, customs and trade control laws and regulations and licensing requirements. We are responsible for customs, export and trade control compliance If you need advice about customs, export licensing and trade control policy and procedures, contact our Traffic or Legal Departments for information and assistance.

Public Statements

You must refrain from making public statements about us unless you are specifically authorized to do so. If you are contacted by the media about a matter affecting us, you should refer the media contact to our Senior Vice President, Finance or your local public relations representative.

Securities

You may have the opportunity to learn or gain access to information about us or companies with whom we do business that is unavailable to the public. Such information may be "insider information" within the meaning of U.S. federal securities law.

Any person in possession of material, non-public information is prohibited from using that information when they make personal investment decisions or investment decisions for others regarding our stock or the stock of companies with whom we do business. In addition, you may not inform persons outside the company of such information. This includes communications with family and friends. If you have any questions regarding compliance with these laws and principles, please contact our Legal Department immediately or refer to our Policy on Confidentiality and Transactions in Securities by Directors, Officers and Employees.

Sexual Harassment

We will not tolerate sexual harassment, which involves the solicitation of sexual favors or the initiation of any unwelcome sexual advance by one employee toward another. It may also involve other sexually related physical or verbal conduct. The creation of a work environment that is hostile, intimidating or offensive to an individual or group because of gender may also constitute sexual harassment.

Men and women throughout our company should treat one another with courtesy, dignity and respect, regardless of gender. All employees should recognize that there has been rapid social change as to appropriate conduct in the workplace, and workplace behavior should always reflect our principles of courtesy, dignity and respect.

You must be alert to the possible presence of sexual harassment in the workplace.

Appropriate steps must be taken to prevent or stop sexual harassment. Complaints about sexual harassment should be made immediately to our Human Resources or Legal Department. Any complaints will be promptly, fairly and thoroughly investigated. There will be no retaliation for reporting sexual harassment in good faith or participating in an investigation of a complaint.

Workplace Violence

Workplace violence, including threats, threatening behavior, harassment, intimidation, assaults and similar conduct, will not be tolerated. Any threats or concerns about your safety or the safety of others should be immediately reported to your manager or to the Human Resources or Legal Departments. Firearms are not permitted at any of our facilities without prior written approval from our Human Resources and Legal Departments.

Accounting Practices and Records Retention

Our policy is to fully and fairly disclose our financial condition in compliance with applicable accounting principles, laws, rules and regulations and to make full, fair, accurate timely and understandable disclosure in our periodic reports filed with the Securities and Exchange Commission and in other communications to securities analysts, rating agencies and investors. Our accounting records are relied upon to produce these reports. Our financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls.

All appropriate employees and officers and, in particular, the chief executive officer, the chief financial officer, the controller and other personnel involved in the preparation of our Financial Statements or filings with the U.S. Securities and Exchange Commission ("SEC") have a responsibility to ensure the accuracy and completeness in any material respect of any disclosures that have been made, or are to be made, directly or indirectly by us in any public SEC filing or submission or any other formal or informal public communication, whether oral or written (including but not limited to a press release). We do not permit intentional misclassification of transactions as to accounts, departments or accounting periods and, in particular:

Compliance with our records retention procedure is mandatory. Prior to the destruction of corporate records, all employees should consult with their supervisor to ensure compliance with our records retention policy. Documents relevant to any pending, threatened, or anticipated litigation, investigation, or audit may not be destroyed for any reason. If you suspect that any of our records are being improperly altered or destroyed you should report the circumstances to your supervisor or our Legal Department.

Reporting Procedures

General

You are responsible for promptly reporting to management any circumstances that you believe in good faith may constitute a violation of this Code, or any of our other policies, or applicable law, regulations and rules. Your supervisor is normally the first person to contact if you have suspicions or questions about anything in this Code. Under some circumstances, it may be impractical or you may feel uncomfortable raising a matter with your supervisor. In those instances, you are encouraged to contact:

the Legal Department; or
the Human Resources Department.

If you have any concerns or complaints regarding accounting, internal accounting controls and auditing matters, including complaints regarding attempted or actual circumvention of internal accounting controls, complaints regarding violations of our accounting policies and the Company's Business Conduct Code, including failures to report potential violations of such code by others or complaints regarding fraudulent conduct by any of our employees ("Accounting and Fraud Complaints"), you should submit a complaint according to the following procedures. The following Accounting and Fraud Complaint Procedures have been established by the Audit Committee of our Board of Directors to receive, retain, investigate and act on Accounting and Fraud Complaints of employees, shareholders and others.

Accounting and Fraud Complaint Procedures

The General Counsel has been authorized by the Audit Committee of our Board of Directors to receive and investigate Accounting and Fraud Complaints. In this capacity, the General Counsel provides counsel to, and acts under the authority of, the Audit Committee.

Accounting and Fraud Complaints may be made to the General Counsel as follows:

Accounting and Fraud Complaints may also be made directly to the Chairman of the Audit Committee in writing and marked CONFIDENTIAL AND URGENT MATTER as follows:

To the attention of:
Fred Berens, Chairman of the Audit Committee,
Elizabeth Arden, Inc.,
2400 S.W. 145th Ave,
Miramar, FL 33027.

The Chairman of the Audit Committee may, in his discretion, return the Accounting and Fraud Complaint to the General Counsel for investigation in accordance with these procedures, or retain the matter for investigation by the Audit Committee.

In the event an Accounting and Fraud Complaint involves or implicates the General Counsel, the General Counsel will promptly recuse himself or herself from the investigation and inform the Audit Committee in writing. The Audit Committee will thereafter promptly appoint impartial attorneys to investigate the Accounting and Fraud Complaint. In addition, at any time the Audit Committee may, in its discretion, determine that it, and not the General Counsel, should initiate and/or assume the investigation of any Accounting and Fraud Complaint.

The General Counsel will promptly investigate the Accounting and Fraud Complaint and report the results of the investigation, in writing, to the Audit Committee (an "investigation report"). Such report will describe the Accounting and Fraud Complaint, the steps taken in the investigation, any factual findings, and the recommendations for corrective action, if any. The General Counsel will be free in his discretion to engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results. The General Counsel may delegate investigatory responsibility to one or more persons, including persons who are not employees of the Company. All investigations will be conducted in a confidential manner, so that information will be disclosed only as needed to facilitate review of the investigation materials or otherwise as required by law.

The Audit Committee will review any investigation reports and will have the authority to direct that the appropriate corrective action be taken by us in response to any Accounting and Fraud Complaint. The Audit Committee will be free in its discretion to engage outside auditors, counsel or other experts to assist in the evaluation of any results of any investigation into an Accounting and Fraud Complaint, and we will pay all fees of such auditors, counsel and experts. You are expected to cooperate in the investigation of reported violations.

The Audit Committee, the General Counsel and our management will not retaliate or attempt to retaliate, and we will not tolerate any retaliation or attempted retaliation by any other person or group, directly or indirectly, against anyone who, in good faith, makes an Accounting and Fraud Complaint or provides assistance to the Audit Committee, the General Counsel or management or any other person or group, including any governmental, regulatory or law enforcement body, investigating or otherwise helping to resolve an Accounting and Fraud Complaint.

You are expressly authorized to make Accounting and Fraud Complaints using the procedures described in this Code on a confidential or anonymous basis. All Accounting and Fraud Complaints received from employees will be treated confidentially, to the extent reasonable and practicable under the circumstances.

Records: Attorney-Client Privilege

The General Counsel will retain on a strictly confidential basis for a period of seven years (or otherwise as required under our record retention policies in effect from time to time) all records relating to any Accounting and Fraud Complaint and to the investigation and resolution thereof. All such records are our confidential information and are protected by attorney-client privilege and/or the attorney work product doctrine.

Violations

In the event of a violation of this Code, we will determine the appropriate actions to be taken after considering all relevant facts and circumstances. Such actions will be reasonably designed to: (1) deter future violations of this Code or other wrongdoing; and (2) promote accountability for adherence to the policies of this Code. Some of the possible consequences of non-compliance include:

In determining the appropriate action in a particular case, we may consider, as appropriate, the following matters: