DEFERRED COMPENSATION AGREEMENT
Agreement made as of the 10th day of November, 1998, by and between
POLO RALPH LAUREN CORPORATION, a Delaware corporation (the 'Company'), and F.
Lance Isham (the 'Executive').
The Company (as successor to Polo Ralph Lauren, L.P.) and Executive are
parties to a Deferred Compensation Agreement, made as of the 2nd day of April,
1995 (the 'Deferred Compensation Agreement').
Executive has been with effect from this day appointed President of the
Company and, in connection therewith and with related actions taken with respect
to that certain Amended and Restated Employment, dated as of the date hereof,
between the Company and Executive, the parties wish to modify the Deferred
NOW, THEREFORE, intending to be bound the parties hereby agree as
1. Capitalized terms defined in the Deferred Compensation Agreement and
used herein shall have the same meaning herein. All references to the Company in
the Deferred Compensation Agreement are to Polo Ralph Lauren Corporation.
2. Section 1(a) of the Deferred Compensation Agreement is hereby
amended so that no crediting to the Deferred Compensation Account shall be made
with respect to incentive or bonus payments for any period after fiscal 1999
(i.e., the fiscal year ending April 3, 1999), provided that crediting with
respect to Executive's bonus for fiscal 1999, if any, under the Company's
Executive Incentive Plan, shall be made even if such bonus is paid in fiscal
3. The Deferred Compensation 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 Delaware corporation
By: /s/ Michael J. Newman
Michael J. Newman
By: /s/ F. Lance Isham
F. Lance Isham