Employment Agreement - Polo Ralph Lauren Corp. and Hamilton South


                              EMPLOYMENT AGREEMENT


         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 Hamilton South (the 'Executive').

         WHEREAS, the Executive is currently employed by the Corporation as its
Senior Vice President of Worldwide Communications and Special Projects;

         WHEREAS, the Corporation has appointed Executive, effective as of this
date, to be its Group President and Chief Marketing Officer;

         WHEREAS, the Corporation and the Executive wish to enter into an
employment agreement effective as of the date hereof and intend this Agreement
to supersede all prior agreements between the Corporation and Executive;

         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 any prior
arrangement or agreement, if any, dealing with the matters herein.

         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 term of the Executive's employment under this Employment Agreement shall
continue until the close of business of the third 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 a Group President
and Chief Marketing Officer of the Corporation with responsibilities for the
Corporation's advertising, public and investor relations and marketing
activities and such other related responsibilities and duties as may be assigned
to him from time to time by the Chairman and Chief Executive Officer or the Vice
Chairman and Chief Operating Officer (who comprise the Office of the Chairman)
of

the Corporation, to whom Executive shall report jointly. 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 $500,000. Such salary shall be paid in
                  substantially equal installments on a basis consistent with
                  the Corporation's payroll practices and shall be subject to
                  annual increases, if any, as may be determined in the sole
                  discretion of the Corporation.

                           (ii) Incentive Bonus. Executive shall participate in
                  the Corporation's Executive Incentive Plan (the 'EIP'), and
                  any substitute therefor, 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 prorated, with the applicable Bonus
                  opportunity percentages referred to in the following sentence
                  multiplied against base salary earned during the period from
                  the date of this Agreement to the end of the fiscal year.
                  Beginning with fiscal year 2000 and for each fiscal year
                  thereafter Executive's Bonus opportunity shall range from 50%
                  to 100% of Executive's annual salary based upon the extent to
                  which corporate performance goals established by the
                  Compensation Committee (the 'Compensation Committee') of the
                  Corporation's Board of Directors (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 (at the standard established from time to time for Group
         Presidents) 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 incurred and




                                       2

         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) Options. Effective on or prior to the end of the third
         quarter of fiscal 1999, Executive shall be granted options to purchase
         25,000 shares of the Corporation's Class A Common Stock pursuant to the
         terms of the Corporation's 1997 Long-Term Stock Incentive Plan.
         Executive shall thereafter, during at least fiscal years 2000 and 2001,
         be eligible to receive grants of additional options at the level of a
         Group President, the determination whether to make such grants,
         individually and/or as a group, and the amount thereof being in the
         sole discretion of the Compensation Committee. 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. Options
         hereinafter granted to Executive shall provide that, to the extent
         vested at or prior to the termination of Executive's employment with
         the Corporation and unless they expire sooner, they shall remain
         exercisable for a period of no less than 120 days from the date of such
         termination; provided that if Executive's employment is terminated by
         the Corporation pursuant to Section 6(d)(iii) for Cause or by the
         Executive for other than Good Reason (excluding a Permitted Resignation
         pursuant to Section 8(c) hereof) then such options shall only be
         exercisable prior to the date of termination.

         5.       Termination.

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




                                       3

                  (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 a Group President and Chief
         Marketing Officer of the Corporation, (B) a material change in
         Executive's reporting line (as hereinafter defined), (C) a reduction in
         the Executive's salary or annual incentive bonus opportunity or the
         Corporation's electing to eliminate the EIP without substituting
         therefor a plan which provides for a reasonably comparable annual
         incentive bonus opportunity or 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 Code, or (D) a failure of the
         Corporation to comply with any material provision of this Agreement
         provided that the events described in clauses (A), (B), (C) and (D)
         above shall not constitute Good Reason unless and until such
         diminution, change, 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. A material change in
         Executive's reporting line shall mean Executive no longer reports to
         the Office of the Chairman (as defined in Section 3 hereof), provided
         that if such office no longer exists or no longer comprises the primary
         functions of the Corporation's chief executive officer then a material
         change in Executive's reporting function shall exist if Executive does
         not report to the chief executive officer or to the chief executive
         officer and chief operating officer jointly.

                  (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:



                                       4

                           (i)  an amount equal to the greater of:

                                    (A) the sum of (I) two (2) 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)
                           one and one-half (1-1/2) times the average annual
                           incentive bonus paid to the Executive over the
                           preceding two years; plus a pro rata annual incentive
                           bonus for 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) (three (3) 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) one and one-half (1-1/2) 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 from the date of termination for a
period two (2) years in the case of clause (A) above and for a period of up to
three (3) years less the fraction of a year which shall have elapsed from the
date of this Agreement in the case of clause (B) above (such periods, whichever
is applicable, hereinafter referred to as the 'Severance Period'), 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
                  during the Severance Period or until the then existing auto
                  lease term expires, whichever is shorter;



                                       5

                           (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) 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 equivalent of the salary
                  and bonus payments pursuant to subsection (i) above 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. 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

                           (vi) 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), 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. The Corporation will have no further obligations to the
         Executive under this Agreement.

                  (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, 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 Section 6 of this Agreement
         or otherwise but the Executive shall be bound by Section 8 hereof as
         applicable.

                  (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




                                       6

                  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 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) the opportunity to cure (if curable) within 10 days
                  of such written notice the event(s) giving rise to such
                  notice, and (z) an opportunity for the Executive, together
                  with his counsel, to be heard.

                  (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, 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 two years
         preceding the date of termination. Except as provided in the foregoing
         sentence and in Section 6(f), 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).

                  (f) If the Executive's employment with the Corporation shall
         terminate due to either the Corporation's or Executive's election not
         to extend the Term of this Agreement as contemplated by Section 2,
         Executive shall be entitled to receive his full salary through



                                       7

         the date of termination plus the Bonus, if any, that Executive would
         have been entitled to receive had he remained in the Corporation's
         employment through the end of its fiscal year, prorated to the date of
         termination. Such prorated Bonus shall be payable at the same time as
         the Corporation pays bonuses to other executives under the EIP.

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

         8.       Noncompetition.

                  (a) The Executive agrees that for the duration of his
         employment and for a period two (2) 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 two (2) 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) three (3) years from the date
                  of this Agreement and (y) twelve (12) months 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
                  twelve (12) months 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




                                       8

                  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 twelve (12)
                  months 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, 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 have
jointly designated in writing as being in competition with the Corporation or
its subsidiaries, affiliates or licensees, and any modification thereto which
the parties may agree to in writing from time to time.

         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
after the date Ralph Lauren ceases to be chief executive officer of the
Corporation, provided (i) Executive has remained in his position for a period of
nine months following such date, (ii) Executive has given the Corporation no
less than 90 days' 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 Ralph Lauren's ceasing to be the chief executive officer of the
Corporation, prior to the giving of notice of termination hereunder by Executive
(a 'Permitted Resignation').

                  (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 or to disclosure which is required by law or to enforce the
         terms



                                       9

         of this Agreement upon reasonable notice to the Corporation and further
         provided Executive may disclose to his attorneys and accountants
         confidential information reasonably required in connection with their
         services to Executive provided they sign and agree to be bound to the
         terms of a confidentiality agreement with the Corporation. 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 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.



                                       10

         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, 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. Hamilton South
                           458 Greenwich Street, Apt. 3
                           New York, New York  10013

                  If to the Corporation:

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





                                       11

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 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 in accordance with the rules of
the American Arbitration Association then in effect. 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.





                                       12

         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.

         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/ Michael J. Newman 
                                                     ---------------------- 

                                            Date:    March 29, 1999




                                                     /s/ Hamilton South
                                                     ---------------------- 
                                                     Executive: Hamilton South

                                            Date:    March 25, 1999





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