Employment Agreement - Polo Ralph Lauren Corp. and Cheryl L. Sterling


                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT


            Agreement dated as of October 31, 1994 between Polo Ralph Lauren
Corporation ('Polo'), Polo Ralph Lauren, L.P. (the 'Partnership') and Cheryl L.
Sterling ('Executive').

            Polo and Executive are parties to a certain Employment Agreement
dated as of the 26th day of October, 1993 (the 'Agreement').

            Polo has transferred substantially all of its assets and liabilities
and its business to the Partnership as of the date first written above.

            Pursuant to Section 9(a) of the Agreement the parties wish to
confirm and acknowledge that Polo has assigned to the Partnership and the
Partnership has assumed, all rights, duties and obligations of Polo under the
Agreement.

            NOW, THEREFORE, intending to be bound the parties hereby agree as
follows with effect from the first date written above.

            1. All references to the Company under the Agreement shall refer to
Polo Ralph Lauren, L.P., a Delaware limited partnership, and all notices shall
be addressed to that entity. The Partnership hereby agrees to fulfill all the
duties and obligations of the Company under the Agreement and to be bound by the
terms thereof.

            2. Except where the context requires otherwise, references under the
Agreement to the 'Board of Directors' of the Company or its 'Board' or its
'Directors' shall mean the executive or managing board of the Company which is
vested with the authority to hire and dismiss the executive officers of the
Company and if that power is vested in a general partner of the Company then
such reference
                                                                             2


shall be to the Board of Directors or the executive or managing board, as the
case may be, of such general partner.

            3. Section 10 of the Agreement is hereby modified so as to delete
Executive's prior address for notices and to insert the following in lieu
thereof:

                  'Cheryl L. Sterling
                   930 Park Avenue
                   Apt. 8S
                   New York, New York 10028'

            4.    The Agreement remains in full force and effect and unmodified
except as herein provided.

            IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement as of the date first written above.

                              POLO RALPH LAUREN CORPORATION,
                                a New York corporation



                              By:    /s/ Michael J. Newman
                                  ------------------------------------


                              POLO RALPH LAUREN, L.P., a
                                Delaware limited partnership
                              By: POLO RALPH LAUREN CORPORATION,
                                General Partner



                              By:    /s/ Michael J. Newman
                                  ------------------------------------

                              EXECUTIVE:



                                     /s/ Cheryl L. Sterling
                              ----------------------------------------