Employment Agreement - Polo Ralph Lauren Corp. and F. Lance Isham


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


         AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the 'Agreement') made
effective as of the 10th day of November, 1998, by and between Polo Ralph Lauren
Corporation, a Delaware corporation (the 'Corporation'), and F. Lance Isham (the
'Executive').

         WHEREAS, the Executive is currently employed by the Corporation
pursuant to an employment agreement dated as of April 2, 1995, (the 'Prior
Agreement');

         WHEREAS, the Executive has been elected to be the Corporation's
President by the Board of Directors (the 'Board');

         WHEREAS, the Corporation and the Executive wish to amend and restate
the Prior Agreement as evidenced by this Agreement effective as of the date
hereof in order to provide for the modification of certain provisions of the
Prior Agreement relating to the Executive's annual and incentive compensation,
equity opportunities and restrictive covenants;

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

         1. Employment/Prior Agreement. The Corporation hereby agrees to employ
the Executive, and the Executive hereby agrees to serve the Corporation, on the
terms and conditions set forth herein. From and after the date hereof, the terms
of this Agreement shall supersede in all respects the terms of the Prior
Agreement which shall cease to be of any further force and effect.

         2. Term. The employment of the Executive by the Corporation as provided
in Section 1 pursuant to this Agreement will be effective on the date hereof.
The Executive will serve at the direction and pleasure of the Board. The term of
the Executive's employment under this Employment Agreement shall continue until
the close of business of the fifth anniversary of the date of this Agreement,
subject to earlier termination in accordance with the terms of this Agreement
(the 'Term'). The Term shall be automatically extended for successive one year
periods thereafter unless either party notifies the other in writing of its
intention not to so extend the Term at least twelve (12) months prior to the
commencement of the next scheduled one year extension.

         3. Position and Duties. The Executive shall serve as President of the
Corporation and shall have such responsibilities, duties and authority as he may
have as of the date hereof (or which arise from any comparable position as a key
executive officer to which he may be 


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appointed after the date hereof) and as may from time to time be assigned to the
Executive by the Board that are consistent with such responsibilities, duties
and authority. The Executive shall devote substantially all his working time and
efforts to the business and affairs of the Corporation.

         4.       Compensation and Related Matters.

                           (a)       Salary and Incentive Bonus

                           (i) Salary. From and after the date of this Agreement
                  the Corporation shall pay to the Executive an annual salary of
                  not less than $900,000. Such salary shall be paid in
                  substantially equal installments on a basis consistent with
                  the Corporation's payroll practices and shall be subject to
                  such increases, if any, as may be determined in the sole
                  discretion of the Board.

                           (ii) Incentive Bonus. Executive shall participate in
                  the Corporation's Executive Incentive Plan (the 'EIP') and be
                  eligible to earn an annual cash bonus for each fiscal year
                  during the term of this Agreement (the 'Bonus'). For fiscal
                  year 1999, Executive's Bonus opportunity shall be based on his
                  actual salary earnings for the year but otherwise shall be
                  unchanged and calculated as if Executive had remained Group
                  President and COO of the Corporation's men's division for the
                  full fiscal year. Beginning for fiscal year 2000 and for each
                  fiscal year thereafter Executive's Bonus opportunity shall
                  range from 115% to 230% of Executive's annual salary based
                  upon the extent to which corporate performance goals
                  established by the Compensation Committee (the 'Compensation
                  Committee') of the Board are achieved. The Bonus, if any,
                  payable to the Executive in respect of each fiscal year will
                  be paid at the same time that bonuses are paid to other
                  executives under the EIP. Notwithstanding any provision of
                  this Agreement to the contrary, the Executive's entitlement to
                  payment of an annual incentive bonus during any period when
                  the compensation payable to the Executive pursuant to this
                  Agreement is subject to the deduction limitations of section
                  162(m) of the Internal Revenue Code of 1986, as amended (the
                  'Code'), shall be subject to shareholder approval of a plan or
                  arrangement evidencing such annual incentive bonus opportunity
                  that complies with the requirements of section 162(m) of the
                  Code.

                  (b) Expenses. During the term of the Executive's employment
         hereunder, the Executive shall be entitled to receive prompt
         reimbursement for all reasonable and customary expenses incurred by the
         Executive in performing services hereunder, including all expenses of
         travel and living expenses while away from home on business or at the
         request of and in the service of the Corporation, provided that such
         expenses are 



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         incurred and accounted for in accordance with the policies and
         procedures established by the Corporation.

                  (c) Other Benefits. During the term of the Executive's
         employment hereunder, the Executive shall be entitled to participate in
         or receive benefits under any medical, pension, profit sharing or other
         employee benefit plan or arrangement generally made available by the
         Corporation now or in the future to its executives and key management
         employees (or to their family members), subject to and on a basis
         consistent with the terms, conditions and overall administration of
         such plans and arrangements. Nothing paid to the Executive under any
         plan or arrangement presently in effect or made available in the future
         shall be deemed to be in lieu of the salary payable to the Executive
         pursuant to paragraph (a) of this Section.

                  (d) Vacations. The Executive shall be entitled to reasonable
         vacations consistent with past practice.

                  (e) Restricted Stock. Executive shall be granted a number of
         restricted shares of the Corporation's Class A Common Stock with a fair
         market value equal to $2 million as of the date hereof, based upon the
         mean between the high and low sales price per share for such stock on
         this date as reported on the Composite tape for securities traded on
         the New York Stock Exchange; provided that any fractional share will be
         paid to the Executive in cash. The restricted shares will vest with
         respect to one third (1/3) of the aggregate number of restricted shares
         so granted on each of the third, fourth and fifth anniversaries of the
         date of this Agreement subject to the Executive's continued employment
         through each vesting date.

                  (f) Options. With respect to fiscal years 2000 and 2001,
         Executive shall be granted options to purchase at least 100,000 shares
         of the Corporation's Class A Common Stock pursuant to the terms of the
         Corporation's 1997 Long-Term Stock Incentive Plan. Options granted to
         the Executive pursuant to the foregoing will vest and become
         exercisable ratably over three (3) years on each of the first three
         anniversaries of the date of grant, subject to the Executive's
         continued employment through each vesting date, and will have an
         exercise price equal to the fair market value per shares as of the date
         of grant.

         5.       Termination.

                  (a) Termination by Corporation. The Executive's employment
         hereunder may be terminated by the Board at any time with or without
         Cause.


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                  (b) Termination by The Executive. The Executive may terminate
         his employment hereunder with or without Good Reason. For purposes of
         this Agreement, 'Good Reason' shall mean (A) a material diminution in
         the Executive's duties or the assignment to the Executive of a title or
         duties inconsistent with his position as President of the Corporation,
         (B) a reduction in the Executive's salary or annual incentive bonus
         opportunity, (C) a failure of the Corporation to comply with any
         material provision of this Agreement or (D) the Executive's ceasing to
         be entitled to the payment of an annual incentive bonus as a result of
         the failure of the Corporation's shareholders to approve a plan or
         arrangement evidencing such annual incentive bonus in a manner that
         complies with the requirements of section 162(m) of the Internal
         Revenue Code of 1986; provided that the events described in clauses
         (A), (B) and (C) above shall not constitute Good Reason unless and
         until such diminution, reduction or failure (as applicable) has not
         been cured within thirty (30) days after notice of such noncompliance
         has been given by the Executive to the Corporation.

                  (c) Any termination of the Executive's employment by the
         Corporation or by the Executive (other than termination pursuant to
         Section 6(d)(i) hereof) shall be communicated by written Notice of
         Termination to the other party hereto in accordance with Section 10
         hereof. If termination is pursuant to Sections 6(d)(ii)-(iii) or 5(b)
         hereof, the 'Notice of Termination' shall mean a notice which shall
         indicate the specific termination provision in this Agreement relied
         upon and shall set forth in reasonable detail the facts and
         circumstances claimed to provide a basis for termination of the
         Executive's employment under the provision so indicated.

         6.       Compensation Upon Termination.

                  (a) If the Corporation shall terminate the Executive's
         employment for any reason other than an Enumerated Reason as set forth
         in Section 6(d) hereof and other than due to the Corporation's election
         not to extend the Term of this Agreement as contemplated by Section 2,
         or if the Executive resigns for Good Reason pursuant to Section 5(b)
         hereof, then so long as the Executive complies with Section 8 hereof
         the Executive shall be entitled to the following:

                           (i)  an amount equal to the greater of:

                                    (A) the sum of (I) three (3) times the
                           Executive's salary at the rate in effect on such date
                           (unless employment is terminated by the Executive for
                           Good Reason pursuant to Section 5(b) hereof as a
                           result of a salary reduction, in which case, at the
                           rate in effect prior to such reduction), plus (II)
                           two (2) times the average annual incentive bonus paid
                           to the Executive over the preceding two years; plus a
                           pro rata annual incentive bonus for




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                           the year of termination (based on the average annual
                           incentive bonus paid to the Executive over the
                           preceding two years and based upon the percentage of
                           the calendar year in which such termination occurs
                           that shall have elapsed through the date of
                           termination (a 'Pro Rata Annual Incentive Bonus'));
                           and

                                    (B) the sum of (i) five (5) minus the
                           number of years (including fractions thereof) that
                           shall have elapsed from the date of this Agreement
                           times the Executive's salary at the rate in effect on
                           such date (unless employment is terminated by the
                           Executive for Good Reason pursuant to Section 5(b)
                           hereof as a result of a salary reduction, in which
                           case, at the rate in effect prior to such reduction),
                           plus (ii) two (2) times the average annual incentive
                           bonus paid to the Executive over the preceding two
                           (2) years; plus a Pro Rata Annual Incentive Bonus for
                           the year of termination.

         Any amounts paid pursuant to either clause (A) or clause (B) above
shall be paid in equal monthly installments for a period of thirty-six (36)
months (the 'Severance Period') from the date of termination, except that the
Pro Rata Annual Incentive Bonus shall be paid in a lump sum in cash within
thirty (30) days following the date of the Executive's termination of
employment.

                           (ii) Continued participation in the Corporation's
                  health benefit plans during the Severance Period; provided
                  that if the Executive is provided with similar coverage by a
                  successor employer, any such coverage by the Corporation shall
                  cease;

                           (iii) Continued use of the Corporation automobile
                  until the then existing auto lease term expires;

                           (iv) Waiver of collateral interest securing return to
                  the Corporation of premiums paid by the Corporation for the
                  Executive's existing split dollar life insurance policy;

                           (v) Any unvested restricted shares granted to the
                  Executive pursuant to Section 4(e) will continue to vest on
                  their scheduled vesting dates, subject to and conditioned upon
                  the Executive's compliance with Section 8 hereof;

                           (vi) Any unvested options granted to the Executive
                  pursuant to Section 4(f) will continue to vest on their
                  scheduled vesting dates, subject to and conditioned upon the
                  Executive's compliance with Section 8 hereof and subject to
                  and conditioned upon the Executive's compliance with Section
                  8, any vested options granted to the Executive pursuant to
                  Section 4(f) (including any options



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                  that continue to vest as described above) will remain
                  exercisable until the latest to occur of (x) five (5) years
                  from the date of this Agreement, (y) one (1) year from the
                  date the Executive's termination of employment and (z) thirty
                  (30) days from the date the option becomes vested and
                  exercisable;

                           (vii) If a Change of Control shall have occurred
                  prior to the date of termination the Executive shall be
                  entitled at his option, exercisable in writing within fifteen
                  days of the date of termination, to receive the salary and
                  bonus payments pursuant to subsection (i) above in an
                  equivalent amount in two equal lump sum installments, the
                  first payable within 30 days of the date of termination and
                  the second on the first anniversary of the date of
                  termination. Executive's right to receive the other benefits
                  provided for in this Section 6(a) shall otherwise be
                  unaffected. As used herein, the term 'Change of Control' shall
                  mean Ralph Lauren or members of his family (or trusts or
                  entities created for their benefit) no longer control 50% or
                  more of the voting power of the then outstanding securities of
                  the Corporation entitled to vote for the election of the
                  Corporation's directors; and

                           (viii) Except as provided above, the Corporation will
                  have no further obligations to the Executive under this
                  Agreement following the Executive's termination of employment
                  under the circumstances described in this Section 6(a).

                  (b) If the Executive's employment is terminated by his death
         or by the Corporation due to the Executive's Disability (as defined
         below):

                           (i) The Corporation shall pay any amounts due to the
                  Executive through the date of his death or the date of his
                  termination due to Disability, including a Pro Rata Annual
                  Incentive Bonus for the year of termination;

                           (ii) Any unvested restricted shares granted to the
                  Executive pursuant to Section 4(e) shall vest immediately;

                           (iii) Any unvested options granted to the Executive
                  pursuant to Section 4(f) will vest and all such options held
                  by the Executive, or his estate, will remain exercisable for
                  three (3) years from the date of the Executive's death or
                  termination due to disability; and

                           (iv) Except as provided above, the Corporation will
                  have no further obligations to the Executive under this
                  Agreement following the Executive's termination of employment
                  under the circumstances described in this Section 6(b).



                                       6

                  (c) If the Executive's employment shall be terminated by the
         Corporation pursuant to section 6(d)(iii) for Cause or by the
         Executive for other than Good Reason (including due to the Executive's
         election not to extend the Term as contemplated by Section 2), the
         Corporation shall pay the Executive his full salary through the date of
         termination at the rate in effect prior to such termination and the
         Corporation shall have no further obligations to the Executive under
         this Agreement but the Executive shall be bound by Section 8 hereof.
         Following any such termination, any then unvested restricted shares
         granted to the Executive pursuant to Section 4(e) shall be forfeited
         and any options granted to the Executive pursuant to Section 4(f) that
         have not theretofore been exercised shall cease to be exercisable and
         shall terminate as of the date of such termination of employment.

                  (d) The term 'Enumerated Reason' with respect to termination
         by the Corporation of the Executive's employment shall mean any one of
         the following reasons:

                           (i) Death. The Executive's employment hereunder shall
                  terminate upon his death.

                           (ii) Disability. If, as a result of the Executive's
                  incapacity due to physical or mental illness, the Executive
                  shall have been absent from his duties hereunder on a
                  full-time basis for the entire period of six consecutive
                  months, and within thirty (30) days after written Notice of
                  Termination is given (which may occur before or after the end
                  of such six month period) shall not have returned to the
                  performance of his duties hereunder on a full-time basis (a
                  'Disability'), the Corporation may terminate the Executive's
                  employment hereunder.

                           (iii) Cause. The Corporation shall have 'Cause' to
                  terminate the Executive's employment hereunder upon (1) the
                  willful and continued failure by the Executive to
                  substantially perform his duties hereunder after demand for
                  substantial performance is delivered by the Corporation that
                  specifically identifies the manner in which the Corporation
                  believes the Executive has not substantially performed his
                  duties, or (2) Executive's conviction of, or plea of nolo
                  contendere to, a crime (whether or not involving the
                  Corporation) constituting any felony or (3) the willful
                  engaging by the Executive in gross misconduct relating to the
                  Executive's employment that is materially injurious to the
                  Corporation, monetarily or otherwise (including, but not
                  limited to, conduct that constitutes competitive activity, in
                  violation of Section 8) or which subjects, or if generally
                  known, would subject the Corporation to public ridicule or
                  embarrassment. For purposes of this paragraph, no act, or
                  failure to act, on the Executive's part shall be considered
                  'willful' unless done, or omitted to be done, by him not in
                  good




                                       7

                  faith and without reasonable belief that his action or
                  omission was in the best interest of the Corporation.
                  Notwithstanding the foregoing, the Executive shall not be
                  deemed to have been terminated for Cause without (x)
                  reasonable written notice to the Executive setting forth the
                  reasons for the Corporation's intention to terminate for
                  Cause, (y) an opportunity for the Executive, together with his
                  counsel, to be heard before the Board, and (z) delivery to the
                  Executive of a Notice of Termination, as defined in Section
                  5(c) hereof, from the Board finding that in the good faith
                  opinion of the Board the Executive was guilty of conduct set
                  forth above in clauses (A) through (C) hereof, and specifying
                  the particulars thereof in detail.

                  (e) If the Executive's employment with the Corporation shall
         terminate due to the Corporation's election not to extend the Term of
         this Agreement as contemplated by Section 2:

                           (i) The Executive shall be entitled to receive an
                  amount, payable in equal monthly installments over a one year
                  period, equal to the sum of (x) his annual salary, plus (y)
                  his average annual incentive bonus paid over the preceding two
                  years;

                           (ii) Any unvested restricted shares granted to the
                  Executive pursuant to Section 4(e) will continue to vest on
                  their scheduled vesting dates, subject to and conditioned upon
                  the Executive's compliance with Section 8 hereof;

                           (iii) Any unvested options granted to the Executive
                  pursuant to Section 4(f) will continue to vest on their
                  scheduled vesting dates, subject to and conditioned upon the
                  Executive's compliance with Section 8 hereof and subject to
                  and conditioned upon the Executive's compliance with Section
                  8, any vested options granted to the Executive pursuant to
                  Section 4(f) (including any options that continue to vest as
                  described above) will remain exercisable until the latest to
                  occur of (x) five (5) years from the date of this Agreement,
                  (y) one (1) year from the date the Executive's termination of
                  employment and (z) thirty (30) days from the date the option
                  becomes vested and exercisable; and

                           (iv) Except as provided above, the Corporation shall
                  have no further obligations to the Executive under this
                  Agreement following the Executive's termination of employment
                  under the circumstances described in this Section 6(e).

         7. Mitigation. The Executive shall have no duty to mitigate the
payments provided for in Sections 6(a) or 6(e) by seeking other employment or
otherwise and such payment shall not be subject to reduction for any
compensation received by the Executive from employment in any



                                       8

capacity following the termination of the Executive's employment with the
Corporation.






                                       9

         8.       Noncompetition.

                  (a) The Executive agrees that for the duration of his
         employment and for a period three (3) years from the date of
         termination thereof, he will not, on his own behalf or on behalf of any
         other person or entity, hire, solicit, or encourage to leave the employ
         of the Corporation or its subsidiaries, affiliates or licensees any
         person who is an employee of any of such companies.

                  (b) The Executive agrees that for the duration of his
         employment and for a period of three (3) years from the date of
         termination thereof, the Executive will take no action which is
         intended, or would reasonably be expected, to harm (e.g. making public
         derogatory statements or misusing confidential Corporation information,
         it being acknowledged that the Executive's employment with a competitor
         in and of itself shall not be deemed to be harmful to the Corporation
         for purposes of this Section 8(b)) the Corporation or any of its
         subsidiaries, affiliates or licensees or their reputation.

                  (c) The Executive agrees that during the duration of his
         employment and;

                           (i) in the event of the Executive's termination of
                  employment due to the Executive's resignation without Good
                  Reason, until the later of (x) five (5) years from the date of
                  this Agreement and (y) two (2) years from the date of such
                  termination of employment; and

                           (ii) in the event of the Executive's termination of
                  employment by the Corporation without Cause or the Executive's
                  resignation for Good Reason pursuant to Section 5(b), for two
                  (2) years from the date of such termination of employment; and

                           (iii) in the event of the Executive's termination of
                  employment by the Corporation for Cause, at the election of
                  the Corporation in consideration for the payment to the
                  Executive of an amount equal to the Executive's salary and
                  annual incentive bonus (equal to the average annual incentive
                  bonus paid to the Executive over the preceding two years) for
                  each year within such period, for a period of up to two (2)
                  years from the date of such termination of employment,

then, during the period specified in clause (i), (ii) or (iii) above, as
applicable, the Executive shall not, directly or indirectly, (A) engage in any
'Competitive Business' (as defined below) for his own account, (B) enter into
the employ of, or render any services to, any person engaged in a Competitive
Business, or (C) become interested in any entity engaged in a Competitive
Business, directly or indirectly as an individual, partner, shareholder,
officer, director, principal, agent,





                                       10

employee, trustee, consultant, or in any other relationship or capacity;
provided that the Executive may own, solely as an investment, securities of any
entity which are traded on a national securities exchange if the Executive is
not a controlling person of, or a member of a group that controls such entity
and does not, directly or indirectly, own 2% or more of any class of securities
of such entity.

         For purposes of this Agreement the term 'Competitive Business' shall
mean any of the brands and companies that the Corporation and the Executive may
agree to and acknowledge in writing from time to time based upon a good faith
determination that such brands or companies compete with the Corporation or its
subsidiaries, affiliates or licensees.

         The provisions of this Section 8(c) shall not apply if Executive elects
to terminate his employment with the Corporation other than for Good Reason
following the appointment of a person other than Ralph Lauren, Michael Newman or
Executive to the position of chief executive officer of the Corporation,
provided (i) Executive has remained in his position for a period of nine months
following any such appointment, (ii) Executive has given the Corporation no less
than 90 day's prior written notice of such termination referring to the
provisions of this Section and (iii) no more than 18 months shall have elapsed
from the date of any such appointment prior to the giving of notice of
termination hereunder by Executive.

                  (d) The Executive will not at any time (whether during or
         after his employment with the Corporation) disclose or use for his own
         benefit or purposes or the benefit or purposes of any other person,
         entity or enterprise, other than the Corporation or any of its
         subsidiaries or affiliates, any trade secrets, information, data, or
         other confidential information relating to customers, development
         programs, costs, marketing, trading, investment, sales activities,
         promotion, credit and financial data, manufacturing processes,
         financing methods, plans or the business and affairs of the Corporation
         generally, or any subsidiary, affiliate or licensee of the Corporation;
         provided that the foregoing shall not apply to information which is not
         unique to the Corporation or which is generally known to the industry
         or the public other than as a result of the Executive's breach of this
         covenant. The Executive agrees that upon termination of his employment
         with the Corporation for any reason, he will return to the Corporation
         immediately all memoranda, books, papers, plans, information, letters
         and other data, and all copies thereof or therefrom, in any way
         relating to the business of the Corporation or its subsidiaries or
         affiliates or licensees.

                  (e) If the Executive breaches, or threatens to commit a breach
         of, any of the provisions of this Section 8 (the 'Restrictive
         Covenants'), the Corporation shall have the following rights and
         remedies, each of which rights and remedies shall be independent of the
         other and severally enforceable, and all of which rights and remedies
         shall be in




                                       11

         addition to, and not in lieu of, any other rights and remedies
         available to the Corporation under law or equity:

                           (i) The right and remedy to have the Restrictive
                  Covenants specifically enforced by any court having equity
                  jurisdiction, it being acknowledged and agreed that any such
                  breach or threatened breach will cause irreparable injury to
                  the Corporation and that money damages will not provide an
                  adequate remedy to the Corporation;

                           (ii) The right and remedy to require the Executive to
                  account for and pay over to the Corporation all compensation,
                  profits, monies, accruals, increments or other benefits
                  (collectively, 'Benefits') derived or received by the
                  Executive as the result of any transactions constituting a
                  breach of any of the Restrictive Covenants, and the Executive
                  shall account for and pay over such Benefits to the
                  Corporation; and

                           (iii) The right to discontinue the payment of any
                  amounts owing to the Executive under the Agreement.

                  (f) If any court determines that any of the Restrictive
         Covenants, or any part thereof, is invalid or unenforceable, the
         remainder of the Restrictive Covenants shall not thereby be affected
         and shall be given full effect, without regard to the invalid portion.
         In addition, if any court construes any of the Restrictive Covenants,
         or any part thereof, to be unenforceable because of the duration of
         such provision or the area covered thereby, such court shall have the
         power to reduce the duration or area of such provision and, in its
         reduced form, such provision shall then be enforceable and shall be
         enforced.

         9.       Successors; Binding Agreement.

                  (a) The Corporation will require any successor (whether direct
         or indirect, by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business and/or assets of the Corporation to
         expressly assume and agree to perform this Agreement in the same manner
         and to the same extent that the Corporation would be required to
         perform it if no such succession had taken place. As used in this
         Agreement, 'Corporation' shall mean the Corporation as hereinbefore
         defined and any successor to its business and/or assets as aforesaid
         which executes and delivers the agreement provided for in this Section
         9 or which otherwise becomes bound by all the terms and provisions of
         this Agreement by operation of law.

                  (b) This Agreement and all rights of the Executive hereunder
         shall inure to the benefit of and be enforceable by the Executive's
         personal or legal representatives,



                                       12

         executors, administrators, successors, heirs, distributees, devisees
         and legatees. If the Executive should die while any amounts are payable
         to him hereunder all such amounts unless otherwise provided herein,
         shall be paid in accordance with the terms of this Agreement to the
         Executive's devisee, legatee, or other designee or, if there be no such
         designee, to the Executive's estate.

         10. Notice. For the purposes of this Agreement, notices, demands and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered with receipt
acknowledged or five business days after having been mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed as follows:

                  If to the Executive:

                           Mr. F. Lance Isham
                           205 East 78th Street
                           New York, New York  10021

                           with a copy to:

                           Morrison Cohen Singer & Weinstein, LLP
                           750 Lexington Avenue
                           New York, New York  10022
                           Attention:  Jeffrey P. Englander, Esq.

                  If to the Corporation:

                           Polo Ralph Lauren Corporation
                           650 Madison Avenue
                           New York, New York  10022
                           Attention:  General Counsel

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

         11. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer of the Corporation as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at




                                       13

any prior or subsequent time. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York without regard to its conflicts of law principles.

         12. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

         13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         14. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
the City of New York before a single arbitrator who shall be a retired federal
judge in accordance with the then obtaining employment rules of the American
Arbitration Association. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that the Corporation shall be
entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any continuation of any violation of the provisions of
Section 8 of this Agreement and the Executive hereby consents that such
restraining order or injunction may be granted without the necessity of the
Corporation's posting any bond, and provided further that the Executive shall be
entitled to seek specific performance of his right to be paid until the date of
termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement. Fees and expenses payable to the American
Arbitration Association and the arbitrator shall be shared equally by the
Corporation and by the Executive, but the parties shall otherwise bear their own
costs in connection with the arbitration; provided that the arbitrator shall be
entitled to include as part of the award to the prevailing party the reasonable
legal fees and expenses incurred by such party in an amount not to exceed
$25,000.

         15. Withholding. The Corporation may withhold from any amounts payable
under this Agreement such federal, state and local taxes as may be required to
be withheld pursuant to applicable law or regulation.

         16. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement
of the parties hereto in respect of the subject matter contained herein is
hereby terminated and cancelled.




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         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
duly executed and the Executive has hereunto set his hand, each on the date set
forth below, but effective as of the 10th day of November, 1998.


                                            POLO RALPH LAUREN CORPORATION


                                            By:      /s/ Ralph Lauren
                                                     ----------------

                                            Date:    March 10, 1999



                                                     /s/ F. Lance Isham
                                                     -----------------
                                            Executive:  F. Lance Isham

                                            Date:    February 24, 1999






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