Restricted Stock Award Agreement - Polo Ralph Lauren Corp. and F. Lance Isham


                               AMENDMENT NO. 1 TO
                          POLO RALPH LAUREN CORPORATION
                        RESTRICTED STOCK AWARD AGREEMENT
                        --------------------------------

         AMENDMENT dated as of December 21, 2000, by and between Polo Ralph
Lauren Corporation, a Delaware corporation (the "Corporation"), and F. Lance
Isham (the "Executive").

         WHEREAS, the Corporation and the Executive are parties to a restricted
stock award agreement effective as of March 17, 1999, (the "Restricted Stock
Award Agreement"); and

         WHEREAS, the Corporation and the Executive wish to amend the Restricted
Stock Award Agreement effective as of the date hereof in order to provide for
the modification of a certain provision of the agreement relating to the vesting
of the Executive's restricted stock;

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

         1.       Subsection 2(a) of the Restricted Stock Award Agreement is
hereby replaced with the following:

                  "(a) Subject to the Participant's continued employment with
         the Company, the Restricted Shares shall vest and become nonforfeitable
         with respect to one quarter (1/4) of the Shares initially granted
         hereunder on each of (i) the second anniversary of November 10, 1998,
         being the effective date (the "Effective Date") of the Participant's
         Amended and Restated Employment Agreement with the Company (the
         "Employment Agreement"), (ii) the third anniversary of the Effective
         Date (iii) the fourth anniversary of the Effective Date, and (iii) the
         fifth anniversary of the Effective Date. Notwithstanding the foregoing,
         in the event the above vesting schedule results in the vesting of any
         fractional Shares, such fractional Shares shall not be deemed vested
         hereunder but shall vest and become nonforfeitable when such fractional
         Shares aggregate whole Shares."

         2.       The Restricted Stock Award Agreement remains in full force and
effect and unmodified except as herein provided.

         3.       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.




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

                              POLO RALPH LAUREN CORPORATION


                              By:  /s/  Roger Farah
                                   --------------------------------------------





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


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