SEC Filing | Ralph Lauren Corporation

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SCHEDULE 14A

(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

POLO RALPH LAUREN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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[POLO RALPH LAUREN LOGO]

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

------------------------

TO THE OWNERS OF CLASS A COMMON STOCK, CLASS B COMMON STOCK AND CLASS C
COMMON STOCK OF POLO RALPH LAUREN CORPORATION:

The Annual Meeting of Stockholders of Polo Ralph Lauren Corporation, a
Delaware corporation (the "Company"), will be held at the St. Regis Hotel, 20th
Floor Penthouse, 2 East 55th Street, New York, New York, on AUGUST 13, 1998, AT
9:30 A.M., local time, for the following purposes:

1. To elect seven Directors to serve until the 1999 Annual Meeting of
Stockholders;

2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company to serve for the fiscal year ending April 3, 1999;
and

3. To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.

Stockholders of record at the close of business on June 18, 1998, are
entitled to notice of and to vote at the Annual Meeting of Stockholders and any
adjournments or postponements thereof.

By Order of the Board of Directors

/s/ Victor Cohen

Victor Cohen
Senior Vice President, General Counsel
and Secretary

New York, New York
June 26, 1998

EACH STOCKHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY
PROMPTLY. IN THE EVENT A STOCKHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE
MAY, IF SO DESIRED, REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
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POLO RALPH LAUREN CORPORATION
650 Madison Avenue
New York, New York 10022
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PROXY STATEMENT
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FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AUGUST 13, 1998

This Proxy Statement is furnished to the stockholders of Polo Ralph Lauren
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies on behalf of the Board of Directors to be voted at the
Annual Meeting of Stockholders of the Company to be held at the St. Regis Hotel,
20th Floor Penthouse, 2 East 55th Street, New York, New York, on Thursday,
August 13, 1998, at 9:30 a.m., local time, and at any adjournments or
postponements thereof.

All proxies delivered pursuant to this solicitation are revocable at the
option of the persons executing them by giving written notice to the Secretary
of the Company at any time before such proxies are voted, by delivering a later
dated proxy or by voting in person at the Annual Meeting.

The mailing address of the principal executive offices of the Company is
650 Madison Avenue, New York, New York 10022, Attention: Secretary. The
approximate date on which this Proxy Statement and form of proxy are first being
sent or given to stockholders is June 26, 1998

All properly executed proxies delivered pursuant to this solicitation and
not revoked will be voted at the Annual Meeting in accordance with the
directions given. Regarding the election of Directors to serve until the 1999
Annual Meeting of Stockholders, in voting by proxy, stockholders may vote in
favor of all nominees or withhold their votes as to specific nominees. With
respect to other proposals to be voted upon, stockholders may vote in favor of a
proposal, against a proposal or may abstain from voting. Stockholders should
specify their choices on the enclosed form of proxy. If no specific instructions
are given with respect to the matters to be acted upon, the shares represented
by a signed proxy will be voted FOR the election of all nominees for Director in
the applicable class and FOR the proposal to ratify the appointment of Deloitte
& Touche LLP as independent auditors. The Company's Board of Directors has by
resolution fixed the number of directors at seven. ONE OF THE DIRECTORS (THE
"CLASS A DIRECTOR") WILL BE ELECTED BY A PLURALITY OF THE VOTES CAST BY THE
HOLDERS OF THE SHARES OF CLASS A COMMON STOCK VOTING IN PERSON OR BY PROXY AT
THE ANNUAL MEETING; FIVE OF THE DIRECTORS (EACH A "CLASS B DIRECTOR") WILL BE
ELECTED BY A PLURALITY OF THE VOTES CAST BY THE HOLDERS OF THE SHARES OF CLASS B
COMMON STOCK VOTING IN PERSON OR BY PROXY AT THE ANNUAL MEETING; AND ONE OF THE
DIRECTORS (THE "CLASS C DIRECTOR") WILL BE ELECTED BY A PLURALITY OF THE VOTES
CAST BY THE HOLDERS OF THE SHARES OF CLASS C COMMON STOCK VOTING IN PERSON OR BY
PROXY AT THE ANNUAL MEETING. In accordance with the Company's Amended and
Restated Bylaws, the appointment of Deloitte & Touche LLP as independent
auditors will be ratified by a majority of the votes cast "For" or "Against" the
proposal by holders of Class A Common Stock, Class B Common Stock and Class C
Common Stock of the Company (collectively, the "Common Stock") voting on the
proposal in person or by proxy at the Annual Meeting. In the case of
ratification of the appointment of independent auditors, abstentions and broker
non-votes, while not included in calculating vote totals, will have the
practical effect of reducing the number of votes "For" needed to approve the
proposal.

The presence, in person or by proxy, of the holders of one-third of the
shares of Common Stock outstanding on the record date is necessary to have a
quorum for the Annual Meeting.

Only holders of record of shares of Common Stock at the close of business
on June 18, 1998, are entitled to notice of and to vote at the Annual Meeting or
adjournments or postponements
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thereof. Each owner of record of Class A Common Stock or Class C Common Stock on
the record date is entitled to one vote for each share so held. Each owner of
record of Class B Common Stock is entitled to ten votes for each share so held.
On June 18, 1998, there were 34,083,302 shares of Class A Common Stock,
43,280,021 shares of Class B Common Stock and 22,720,979 shares of Class C
Common Stock of the Company issued and outstanding.

ELECTION OF DIRECTORS

(ITEM 1)

BOARD OF DIRECTORS

The Board of Directors of the Company, in accordance with the Amended and
Restated Bylaws of the Company, has by resolution fixed the number of Directors
of the Company at seven. The Board of Directors is presently divided into three
classes. Pursuant to the Company's Amended and Restated Certificate of
Incorporation, one of the directors will be elected by the holders of Class A
Common Stock (the "Class A Director"), five of the directors will be elected by
the holders of Class B Common Stock (the "Class B Directors"), and one of the
directors will be elected by the holders of Class C Common Stock (the "Class C
Director"), each to serve for a period of one year.

The Directors whose terms will expire at the 1998 Annual Meeting of
Stockholders are Allen Questrom (the Class A Director), Ralph Lauren, Michael J.
Newman, Frank A. Bennack, Jr., Terry S. Semel, Peter Strom (each a Class B
Director) and Richard A. Friedman (the Class C Director), each of whom has been
nominated to stand for reelection as Director at the 1998 Annual Meeting to hold
office until the 1999 Annual Meeting and until his successor is elected and
qualified.

Should any one or more of these nominees become unable to serve for any
reason, or for good cause will not serve, which is not anticipated, the Board of
Directors may, unless the Board by resolution provides for a lesser number of
Directors, designate substitute nominees, in which event the persons named in
the enclosed proxy will vote proxies that would otherwise be voted for all named
nominees for the election of such substitute nominee or nominees.

RECOMMENDATION OF THE BOARD OF DIRECTORS:

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR EACH NOMINEE AS
A DIRECTOR TO HOLD OFFICE UNTIL THE 1999 ANNUAL MEETING AND UNTIL HIS SUCCESSOR
IS ELECTED AND QUALIFIED. PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXY A CONTRARY CHOICE.

CLASS A DIRECTOR NOMINEE FOR ELECTION TO TERM EXPIRING 1999

Allen Questrom...................... Age 58 Mr. Questrom, who was the Chairman and Chief Executive
Officer of Federated Department Stores, Inc. from
February 1990 to May 1997, has been a Director of the
Company since September 1997. He is a member of the
Board of Directors of Interpublic Group of Companies,
Inc. and AEA Investors, Inc.

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CLASS B DIRECTOR NOMINEES FOR ELECTION TO TERM EXPIRING 1999

Ralph Lauren........................ Age 58 Mr. Lauren has been a director of the Company since
prior to the commencement of the Company's initial
public offering and a member of the Advisory Board or
Board of Directors of the Company's predecessors since
their organization. Mr. Lauren is the Company's Chairman
and Chief Executive Officer. He founded Polo in 1968 and
has provided leadership in the design, marketing and
operational areas since such time.
Michael J. Newman................... Age 52 Mr. Newman has been a director of the Company since
prior to the commencement of the Company's initial
public offering and a member of the Advisory Board of
the Company's predecessor since April 1995. Mr. Newman
has been Vice Chairman and Chief Operating Officer of
the Company since 1995. He was President and Chief
Operating Officer of the Company's Menswear operations
from 1991 to 1994, and Executive Vice President from
1989 to 1991. Mr. Newman joined Polo as Vice President
of Finance and Chief Financial Officer in 1987. Prior to
joining the Company, Mr. Newman was Senior Vice
President of Finance at Kaiser-Roth Apparel.
Frank A. Bennack, Jr................ Age 65 Mr. Bennack has been a director of the Company since
January 1998. Mr. Bennack has been the President and
Chief Executive Officer of The Hearst Corporation since
1979. He is a member of the Board of Directors of The
Hearst Corporation, Hearst-Argyle Television, Inc.,
American Home Products Corporation, The Chase Manhattan
Corporation and The Chase Manhattan Bank.
Terry S. Semel...................... Age 55 Mr. Semel has been a director of the Company since
September 1997. Mr. Semel has been the Chairman of the
Board and Co-Chief Executive Officer of the Warner Bros.
Division of Time Warner Entertainment LP ("Warner
Brothers"), since March 1994 and of Warner Music Group
since November 1995. For more than ten years prior to
that, he was President of Warner Brothers or its
predecessor, Warner Bros. Inc. Mr. Semel is a member of
the Board of Directors of Revlon, Inc.

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Peter Strom......................... Age 69 Mr. Strom has been a director of the Company since
September 1997 and was a member of the Advisory Board of
the Company's predecessor from October 1994 until his
retirement in April 1995. Mr. Strom was an initial
officer of Polo in 1968 and held various management
positions in the Company, including, at the time of his
retirement, serving as the Company's Vice-Chairman and
Chief Operating Officer.

CLASS C DIRECTOR NOMINEE FOR ELECTION TO TERM EXPIRING 1999

Richard A. Friedman................. Age 40 Mr. Friedman has been a director of the Company since
prior to commencement of the Company's initial public
offering and a member of the Advisory Board of the
Company's predecessor since 1994. Mr. Friedman is a
Managing Director of Goldman, Sachs & Co. and head of
the Principal Investment Area. He joined Goldman, Sachs
& Co. in 1981. Mr. Friedman is a member of the Board of
Directors of AMF Bowling, Inc., AMF Bowling Worldwide,
Inc. and Diamond Cable Communications PLC.

ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS

COMMITTEES OF THE BOARD OF DIRECTORS

In September 1997, the Board of Directors established three
committees -- the Audit Committee, the Compensation Committee and the Executive
Committee.

The Audit Committee members are Terry S. Semel and Allen Questrom. The
Committee, among other things, recommends annually to the Board of Directors the
appointment of the independent auditors of the Company, discusses and reviews in
advance the scope and the fees of the annual audit and reviews the results
thereof with the independent auditors, reviews compliance with existing major
accounting and financial reporting policies of the Company, reviews the adequacy
of the financial organization of the Company, and reviews management's
procedures and policies relating to the adequacy of the Company's internal
accounting controls and compliance with applicable laws relating to accounting
practices.

The Compensation Committee members are Richard A. Friedman, Allen Questrom
and Terry S. Semel. Prior to the Company's initial public offering, the
Company's senior management was directly involved in setting compensation for
the Company's executives. The Compensation Committee and its subcommittee
composed of Messrs. Questrom and Semel reviews and approves compensation plans
and arrangements with respect to the Company's executive officers and
administers certain employee benefit plans, including the Company's 1997 Stock
Incentive Plan (as defined).

The Executive Committee members are Ralph Lauren and Michael J. Newman. The
Executive Committee has the authority, between meetings of the full Board of
Directors, to approve matters necessary to carry on the business of the Company
in the ordinary course.

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In fiscal 1998, there were seven meetings in the aggregate held by the
Board of Directors and its Compensation and Audit Committees. Each Director
attended more than 75% of the meetings held by the Board of Directors and the
committees on which he served, except for Mr. Semel who attended more than 70%
of such meetings. The Company's Board of Directors and its committees also act
from time to time by unanimous written consent in lieu of meetings.

COMPENSATION OF DIRECTORS

Each non-employee director receives an annual retainer of $25,000 and stock
option grants under the Company's 1997 Non-Employee Director Option Plan. See
"-- 1997 Non-Employee Director Option Plan." Non-employee directors also receive
$1,000 for each board or committee meeting attended. Directors who are also
employees of the Company receive no additional compensation for service as a
director. See also "Certain Relationships and Related Transactions -- Other
Agreements, Transactions and Relationships."

Compensation Committee Interlocks and Insider Participation. Prior to the
establishment of the Compensation Committee in September 1997, Ralph Lauren and
Michael J. Newman were directors of the Company and each participated in
deliberations concerning executive compensation.

Transactions between the Company and Mr. Lauren on the one hand, and
between the Company and certain investment funds affiliated with The Goldman
Sachs Group, L.P. (collectively, the "GS Group") on the other hand, will be
approved by the Board of Directors or a committee of directors not affiliated
with Mr. Lauren or the GS Group, as applicable.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of June 18, 1998 by (i) each
stockholder who is known by the Company to beneficially own in excess of five
percent of any class of the Company's voting securities, (ii) each director,
(iii) each of the executive officers whose names appear in the summary
compensation table (the "Named Executive Officers") and (iv) all directors and
executive officers as a group. Except as otherwise indicated, each stockholder
listed below has sole voting and investment power with respect to shares
beneficially owned by such person. As described in the notes to the table,
voting power with respect to certain shares of Class A Common Stock is shared by
the named individuals. Consequently, such shares are shown as beneficially owned
by more than one person.

VOTING
POWER OF
CLASS A COMMON CLASS B COMMON CLASS C COMMON TOTAL
STOCK(1) STOCK STOCK COMMON
----------------- ------------------ ----------------- STOCK
NUMBER % NUMBER % NUMBER % %
------ - ------ - ------ - --------

Mr. Ralph Lauren.............. 500,000 1.4 43,280,021(2) 100 -- -- 88.4
RL Holding, L.P. (3).......... -- -- 13,383,482 30.9 -- -- 27.3
The Goldman Sachs Group,
L.P.(4)..................... -- -- -- -- 22,720,979 100 4.6
Michael J. Newman (5)......... 197,040 * -- -- -- -- *
F. Lance Isham (6)............ 38,333 * -- -- -- -- *
Cheryl Sterling Udell (6)..... 33,333 * -- -- -- -- *
Victor Cohen (6).............. 11,617 * -- -- -- -- *
Karen L. Rosenbach (6)........ 12,667 * -- -- -- -- *
Nancy A. Platoni Poli (6)..... 11,167 * -- -- -- -- *
Richard A. Friedman (7)....... -- * -- -- -- -- *
Frank A. Bennack, Jr. (8)..... 2,000 * -- -- -- -- *
Allen Questrom (8)............ 5,000 * -- -- -- -- *
Terry S. Semel (8)............ 7,500 * -- -- -- -- *
Peter Strom (8)............... 10,000 * -- -- -- -- *
Baron Capital Group, Inc.
(9)......................... 6,535,900 19.2 -- -- -- -- 1.3
The Prudential Insurance
Company of America (10)..... 1,964,550 5.8 -- -- -- -- *
All directors and executive
officers as a group (12
persons) (2)(5)(6)(7)....... 828,657 2.4 43,280,021 100 -- -- 88.4

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* Less than 1.0%

(1) Each share of Class B Common Stock and Class C Common Stock is convertible
at the option of the holder into one share of Class A Common Stock. Each
share of Class B Common Stock is automatically converted into a share of
Class A Common Stock upon transfer to a person who is not a Lauren Family
Member (as hereinafter defined). Each share of Class C Common Stock is
automatically converted into a share of Class A Common Stock upon transfer
to a person who is not a member of the GS Group or, until April 15, 2002,
any successor thereof. The number of shares of Class A Common Stock and
percentages contained under this heading do not account for such conversion
rights.

(2) Includes 1,557,503 shares of Class B Common Stock owned by RL Family, L.P.,
a partnership of which Mr. Lauren is the sole general partner and
13,383,482 shares of Class B Common Stock owned by RL Holding, L.P., a
partnership controlled by RL Holding Group, Inc, a corporation wholly owned
by Mr. Lauren. Includes options granted simultaneously with the Company's
initial public offering to Mr. Lauren under the 1997 Stock Incentive Plan
representing the right to acquire 500,000 shares of Class A Common Stock,
which options vested
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immediately upon the grant thereof. The address of Mr. Lauren is 650
Madison Avenue, New York, New York, 10022.

(3) RL Holding, L.P. is a partnership controlled by RL Holding Group, Inc., a
corporation wholly owned by Mr. Lauren.

(4) According to the Schedule 13D filed on April 23, 1998, (i) GS Capital
Partners, L.P. ("GS Capital") beneficially owns, and GS Advisors, L.P. ("GS
Advisors"), as general partner of GS Capital, may be deemed to beneficially
own, 21,458,715 shares of Class A Common Stock (including shares of Class C
Common Stock); (ii) Stone Street Fund 1994, L.P. ("Stone Street")
beneficially owns 616,607 shares of Class A Common Stock (including shares
of Class C Common Stock); (iii) Bridge Street Fund 1994, L.P. ("Bridge
Street") beneficially owns 645,657 shares of Class A Common Stock
(including shares of Class C Common Stock); (iv) Stone Street Funding Corp.
("Funding Corp."), as the general partner of Stone Street and the managing
general partner of Bridge Street, may be deemed to beneficially own
1,262,264 shares of Class A Common Stock (including shares of Class C
Common Stock) beneficially owned by Stone Street and Bridge Street; and (v)
Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P.
("GS LP") may be deemed to beneficially own 22,720,979 shares of Class A
Common Stock (including shares of Class C Common Stock) which may be deemed
to have been beneficially owned by GS Capital, Stone Street and Bridge
Street. In addition, Goldman Sachs and GS LP beneficially own 1,000 shares
of Class A Common Stock acquired in ordinary course trading activities, and
may be deemed to beneficially own 400,435 shares of Class A Common Stock
held in client accounts with respect to which Goldman Sachs or employees of
Goldman Sachs have voting or investment discretion, or both (the "Managed
Accounts"). Goldman Sachs and GS LP each disclaim beneficial ownership of
the shares (i) held in the Managed Accounts, and (ii) owned by GS Capital,
Stone Street and Bridge Street to the extent of partnership interest in
such partnerships held by persons other than Goldman Sachs, GS LP or their
affiliates. Each of the persons shares voting and dispositive power with
respect to its shares. The address of each of the persons is 85 Broad
Street, New York, New York 10004.

(5) Includes options representing the right to acquire 116,667 shares of Class
A Common Stock which vested June 11, 1998. Does not include 233,333
options, 116, 667 of which will vest on June 11, 1999 and 116,666 of which
will vest on June 11, 2000. Includes 76,923 restricted shares granted upon
the commencement of the Company's initial public offering to Mr. Newman
under the 1997 Stock Incentive Plan. One-third of Mr. Newman's restricted
shares vested on June 11, 1997 (upon the commencement of the Company's
initial public offering), and one-third will vest ratably with respect to
the remaining shares on each of June 11, 1999 and June 11, 2000.

(6) Includes options granted to Mr. Isham, Ms. Sterling Udell, Mr. Cohen, Ms.
Platoni Poli and Ms. Rosenbach and to all directors and executive officers
as a group under the 1997 Stock Incentive Plan representing the right to
acquire 33,333, 33,333, 9,667, 9,667, 9,667 and 712,334 shares of Class A
Common Stock, respectively, all of which vested June 11, 1998. Does not
include options granted to Mr. Isham, Ms. Sterling Udell, Mr. Cohen, and
Ms. Platoni Poli to all directors and executive officers as a group under
the 1997 Stock Incentive Plan and the 1997 Non-Employee Director Option
Plan representing the right to acquire 66,667, 66,667, 19,333, 19,333,
19,333 and 463,666 shares of Class A Common Stock, respectively.

(7) Mr. Friedman, who is a Managing Director of Goldman, Sachs & Co., disclaims
beneficial ownership of the shares owned by the GS Group, except to the
extent of his pecuniary interest therein.

(8) Does not include options granted to Messrs. Bennack, Questrom, Semel and
Strom under the 1997 Non-Employee Director Option Plan representing the
right to acquire 7,500, 10,500, 10,500 and 10,500 shares of Class A Common
Stock, respectively. See "Executive Compensation -- 1997 Non-Employee
Director Option Plan" below.

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(9) According to a Schedule 13G filed on May 11, 1998, (i) BAMCO, Inc.
("BAMCO") beneficially owns 6,030,000 shares of Class A Common Stock, (ii)
Baron Asset Fund ("BAF"), an investment advisory client of BAMCO,
beneficially owns 5,875,000 shares of Class A Common Stock, (iii) Baron
Capital Management, Inc. ("BCM") beneficially owns 505,900 shares of Class
A Common Stock, (iv) Baron Capital Group, Inc. ("BCG"), the parent holding
company of BAMCO and BCM, beneficially owns 6,535,900 shares of Class A
Common Stock, and (v) Ronald Baron, who holds a controlling interest in
BCG, beneficially owns 6,535,900 shares of Class A Common Stock. BCG and
Ronald Baron disclaim beneficial ownership of shares held by their
controlled entities (or the investment advisory clients thereof) to the
extent such shares are held by persons other than BCG and Ronald Baron.
BAMCO and BCM disclaim beneficial ownership of shares held by their
investment advisory clients to the extent such shares are held by persons
other than BAMCO, BCM and their affiliates. Each of BAMCO and BCM shares
voting and dispositive powers with respect to its shares. Each of BCG, BCM
and Ronald Baron shares voting and dispositive powers with respect to
6,335,900, 305,900 and 6,335,900 shares, respectively, and has sole voting
and dispositive powers with respect to 200,000 shares. The address of each
of the persons is 767 Fifth Avenue, 24th Floor, New York, New York 10153.

(10) According to a Schedule 13G filed on February 10, 1998, The Prudential
Insurance Company of America ("Prudential") beneficially owns 1,964,550
shares of Class A Common Stock, which are held for the benefit of its
clients, by its separate accounts, externally managed accounts, registered
investment companies, subsidiaries and/or other affiliates. Prudential has
the sole voting and dispositive power with respect to 145,900 shares, and
shares voting and dispositive power with respect to 1,443,050 shares. The
address of Prudential is 751 Broad Street, Newark, New Jersey 07102.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
the Company's Common Stock. Copies of all such Section 16(a) reports are
required to be furnished to the Company. These filing requirements also apply to
beneficial owners of more than ten percent of the Company's Common Stock. To the
Company's knowledge, based solely on review of the copies of Section 16(a)
reports furnished to the Company during the fiscal year ended March 28, 1998, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, all transactions were reported on a timely basis,
except that The Goldman Sachs Group, L.P. (reporting on behalf of itself and GS
Capital, Bridge Street, Stone Street, Funding Corp., GS Advisors, and Goldman
Sachs), a beneficial owner of more than ten percent of the Company's Common
Stock, and Richard A. Friedman, a member of the Board of Directors of the
Company and a managing director of Goldman Sachs, reported in their Forms 5
filed with the Commission that each of them failed to file on a timely basis a
Form 4 with respect to a non-exempt acquisition of 1,000 shares of Class A
Common Stock on June 16, 1997.

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EXECUTIVE COMPENSATION

The following table sets forth a summary of all compensation awarded to or
earned by the chief executive officer and the six other most highly-compensated
executive officers of the Company for services rendered in all capacities to the
Company (including its subsidiaries) for the fiscal years ended March 28, 1998,
March 29, 1997 and March 30, 1996.

SUMMARY COMPENSATION TABLE

ALL OTHER
ANNUAL COMPENSATION (1) LONG TERM COMPENSATION COMPENSATION
---------------------------- ------------------------ ------------
AWARDS
------
RESTRICTED SECURITIES
STOCK UNDERLYING
SALARY BONUS AWARDS OPTIONS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
--------------------------- ---- ------ ----- ---------- ---------- ---

Ralph Lauren.................................. 1998 1,000,000 4,365,000 0 500,000 3,340,371(2)
Chairman of the Board and Chief Executive 1997 2,700,000 0 0 0 2,739,069(2)
Officer 1996 2,700,000 0 0 0 2,711,571(2)
Michael J. Newman............................. 1998 879,616 1,819,522 1,333,000(9) 350,000 673,719(3)
Vice Chairman and Chief Operating Officer 1997 800,000 5,167,000(9) 0 0 588,436(3)
1996 800,000 1,000,000 0 0 296,557(3)
F. Lance Isham................................ 1998 700,000 673,750 0 100,000 653,226(4)
Group President, Menswear 1997 500,000 500,000 0 0 342,210(4)
1996 500,000 50,000 0 0 162,297(4)
Cheryl Sterling Udell......................... 1998 700,000 661,150 0 100,000 668,775(5)
Group President, Womenswear 1997 630,000 630,000 0 0 318,687(5)
1996 630,000 163,000 0 0 267,444(5)
Victor Cohen.................................. 1998 380,000 207,480 0 29,000 70,721(6)
Senior Vice President, General Counsel & 1997 360,000 216,000 0 0 66,180(6)
Secretary 1996 343,000 34,000 0 0 37,150(6)
Karen Rosenbach............................... 1998 300,000 180,000 0 29,000 67,085(7)
Senior Vice President, Human Resources & 1997 239,231 143,539 0 0 62,482(7)
Administration 1996 200,000 20,000 0 0 38,324(7)
Nancy A. Platoni Poli......................... 1998 300,000 153,000 0 29,000 55,483(8)
Senior Vice President, Chief Financial
Officer 1997 217,308 86,923 0 0 45,947(8)
1996 188,462 20,000 0 0 51,845(8)

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(1) "Other Annual Compensation" did not exceed $50,000 or 10% of the total
salary and bonus for any of the Named Executive Officers.

(2) The amounts reported under "All Other Compensation" in fiscal 1998, fiscal
1997 and fiscal 1996 for Mr. Lauren include the value of Company-paid
premiums on split-dollar life insurance policies on the lives of the
executive and his spouse in the amounts of $3,321,235, $2,722,045 and
$2,701,720, respectively. The Company will recover all premiums paid by it
at the time death benefits are paid thereon, and may recover such amounts
earlier under certain circumstances. See "Certain Relationships and Related
Transactions." The amounts reported in fiscal 1998, fiscal 1997 and fiscal
1996 also reflect: (i) supplementary medical benefits in the amounts of
$11,936, $10,683 and $3,870, respectively; and (ii) benefits paid under the
Company's 401K Plan (as defined) in the amounts of $7,200, $6,341 and
$5,981, respectively.

(3) The amounts reported under "All Other Compensation" in fiscal 1998, fiscal
1997 and fiscal 1996 for Mr. Newman reflect: (i) the value of Company-paid
premiums on split-dollar life insurance policies on behalf of the executive
officer in the amounts of $5,772, $10,115 and $10,039, respectively; (ii)
supplementary medical benefits in the amounts of $5,951, $2,337 and $1,183,
respectively; (iii) contributions to the Company's Supplemental Executive
Retirement Plan in the amounts of $185,983, $322,159 and $24,376,
respectively; (iv) contributions to the Company's Executive Deferred
Compensation Trusts (as defined) in the amounts of $464,063, $246,561 and
$250,478, respectively; and (v) benefits paid under the Company's 401K Plan
in the amounts of $11,950, $7,264 and $10,481, respectively.

9
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(4) The amounts reported under "All Other Compensation" in fiscal 1998, fiscal
1997 and fiscal 1996 for Mr. Isham reflect: (i) the value of Company-paid
premiums on split-dollar life insurance policies on behalf of the executive
officer in the amounts of $11,252, $11,166 and $11,087, respectively; (ii)
supplementary medical benefits in the amounts of $4,786, $5,023 and $3,251,
respectively; (iii) contributions to the Company's Supplemental Executive
Retirement Plan in the amounts of $105,011, $78,629 and $29,290,
respectively; (iv) contributions to the Company's Executive Deferred
Compensation Trusts in the amounts of $520,227, $236,551 and $111,530,
respectively; and (v) benefits paid under the Company's 401K Plan in the
amounts of $11,950, $10,841 and $7,139, respectively.

(5) The amounts reported under "All Other Compensation" in fiscal 1998, fiscal
1997 and fiscal 1996 for Ms. Sterling Udell reflect: (i) the value of
Company-paid premiums on split-dollar life insurance policies on behalf of
the executive officer in the amounts of $7,491, $7,419 and $7,336,
respectively; (ii) supplementary medical benefits in the amounts of $17,980,
$5,956 and $9,123, respectively; (iii) contributions to the Company's
Supplemental Executive Retirement Plan in the amounts of $103,489, $89,728
and $27,345, respectively; (iv) contributions to the Company's Executive
Deferred Compensation Trusts in the amounts of $527,865, $204,743 and
$213,159, respectively; and (v) benefits paid under the Company's 401K Plan
in the amounts of $11,950, $10,841 and $10,481, respectively.

(6) The amounts reported under "All Other Compensation" in fiscal 1998, fiscal
1997 and fiscal 1996 for Mr. Cohen reflect: (i) the value of Company-paid
premiums on split-dollar life insurance policies on behalf of the executive
officer in the amounts of $3,942, $7,051 and $6,995, respectively; (ii)
supplementary medical benefits in the amounts of $3,830, $2,362 and $2,153,
respectively; (iii) contributions to the Company's Supplemental Executive
Retirement Plan in the amounts of $50,999, $45,926 and $17,521,
respectively; and (iv) benefits paid under the Company's 401K Plan in the
amounts of $11,950, $10,841 and $10,481, respectively.

(7) The amounts reported under "All Other Compensation" in fiscal 1998, fiscal
1997 and fiscal 1996 for Ms. Rosenbach reflect: (i) the value of
Company-paid premiums on split-dollar life insurance policies on behalf of
the executive officer in the amounts of $6,152, $6,099 and $6,057,
respectively; (ii) supplementary medical benefits in the amounts of $11,211,
$14,703 and $10,697, respectively; (iii) contributions to the Company's
Supplemental Executive Retirement Plan in the amounts of $37,772, $30,839
and $11,089, respectively; and (iv) benefits paid under the Company's 401K
Plan in the amounts of $11,950, $10,841, and $10,481, respectively.

(8) The amounts reported under "All Other Compensation" in fiscal 1998, fiscal
1997 and fiscal 1996 for Ms. Platoni Poli reflect: (i) the value of
Company-paid premiums on split-dollar life insurance policies on behalf of
the executive officer in the amounts of $6,310, $6,258 and $6,317,
respectively; (ii) supplementary medical benefits in the amounts of $2,489,
$1,704 and $984, respectively; (iii) contributions to the Company's
Supplemental Executive Retirement Plan in the amounts of $34,734, $27,144
and $34,063, respectively; and (iv) benefits paid under the Company's 401K
Plan in the amounts of $11,950, $10,841 and $10,481, respectively.

(9) Upon commencement of the initial public offering, Mr. Newman was granted
76,923 restricted shares of Class A Common Stock with a fair market value of
$2,000,000, or $26.00 per share, based upon the initial public offering
price. The restricted shares vested immediately with respect to one-third of
the shares, and will vest ratably with respect to the remaining shares on
each of the second and third anniversaries of the commencement of the
initial public offering, subject to Mr. Newman's continued employment with
the Company. The 25,641 shares which vested immediately were awarded to Mr.
Newman as payment of his fiscal 1997 bonus. At March 28, 1998, the aggregate
number of unvested restricted shares held by Mr. Newman were 51,282 and the
aggregate value thereof (based upon the closing price of the Company's Class
A Common Stock as of March 27, 1998) was $1,532,050.

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OPTION GRANTS IN FISCAL 1998

INDIVIDUAL GRANTS
--------------------------------------------------------------------
PERCENT
OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE GRANT DATE
OPTIONS IN FISCAL PRICE EXPIRATION PRESENT
GRANTED(#)(1) 1998 ($/SHARE) DATE VALUE($)(2)
------------- ---------- --------- ------------- -----------

Ralph Lauren.................. 500,000 11.06% $26.00 June 11, 2007 $6,310,000
Michael J. Newman............. 350,000 7.74% $26.00 June 11, 2007 $4,417,000
F. Lance Isham................ 100,000 2.21% $26.00 June 11, 2007 $1,262,000
Cheryl Sterling Udell......... 100,000 2.21% $26.00 June 11, 2007 $1,262,000
Victor Cohen.................. 29,000 0.64% $26.00 June 11, 2007 $ 365,980
Karen L. Rosenbach............ 29,000 0.64% $26.00 June 11, 2007 $ 365,980
Nancy A. Platoni Poli......... 29,000 0.64% $26.00 June 11, 2007 $ 365,980

- ---------------
(1) The options granted in fiscal 1998 to the Named Executive Officers have a
term of 10 years and were granted pursuant to the Company's 1997 Stock
Incentive Plan on the date of the commencement of the Company's initial
public offering. The options vest pro rata over a three-year period from the
date of grant for all executives, except for Mr. Lauren, whose options
vested immediately upon the grant thereof.

(2) As permitted by the Securities and Exchange Commission rules, the Company
elected to present the Grant Date Present Value of the options set forth in
this table calculated using the Black-Scholes option-pricing method. The
Company's use of this model should not be construed as an endorsement of its
accuracy at valuing options. All stock option models require a prediction
about the future movement of the stock price. The following assumptions were
made for purposes of calculating Grant Date Present Values: expected time of
exercise of 5.45 years, volatility of 42%, risk-free interest rate of 6.45%
and no future dividends. The real value of the options in this table depends
upon the actual performance of the Company's stock during the applicable
period and upon when they are exercised. The dollar amounts in this column
are not intended to forecast potential future appreciation, if any, of the
Company's Common Stock.

AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND FISCAL 1998 YEAR-END OPTION
VALUES(1)

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUES OF UNEXERCISED IN-THE-
OPTIONS ON MARCH 28, 1998 MONEY OPTIONS ON MARCH 28, 1998
---------------------------- --------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE(2)
----------- ------------- ----------- ----------------

Ralph Lauren...................... 500,000 0 $1,937,500 0
Michael J. Newman................. 0 350,000 0 $1,356,250
F. Lance Isham.................... 0 100,000 0 $ 387,500
Cheryl Sterling Udell............. 0 100,000 0 $ 387,500
Victor Cohen...................... 0 29,000 0 $ 112,375
Karen L. Rosenbach................ 0 29,000 0 $ 112,375
Nancy A. Platoni Poli............. 0 29,000 0 $ 112,375

- ---------------
(1) No options were exercised in fiscal 1998.

(2) Calculated using the closing price of $29.875 per share on March 27, 1998,
the last trading day in fiscal 1998, minus the option exercise price.

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EXECUTIVE COMPENSATION AGREEMENTS

Deferred Compensation Agreements. The Company has entered into deferred
compensation agreements with each of Messrs. Newman and Isham and Ms. Sterling
Udell (effective as of April 1, 1993, April 1, 1995 and April 1, 1993,
respectively, and expiring on March 31, 2003, March 31, 2005 and March 31, 2003,
respectively) (each a "Deferred Compensation Agreement").

The Deferred Compensation Agreements generally provide that the Company
will, on a monthly basis, contribute to trusts established by the Company (the
"Executive Deferred Compensation Trusts"), and credit a book reserve account in
the executive's name (the "Deferred Compensation Account"), an amount equal to
20% of the executive's monthly base salary, and, in the case of Mr. Isham and
Ms. Sterling Udell, 20% of the executive's monthly base salary and any incentive
or bonus payments received by him or her during such month, provided that the
executive is employed with the Company on the last day of such month. Amounts
contributed to the Executive Deferred Compensation Trusts and credited to the
executive's Deferred Compensation Account will be invested and reinvested by the
trustee of the Executive Deferred Compensation Trusts (the "Trustee") in one or
more mutual funds managed by the Vanguard Group of Investment Companies, at the
executive's election. This deferred compensation arrangement is unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended, any funds invested under the Executive Deferred
Compensation Trusts continue to be part of the general funds of the Company.

The executive's interest in his or her Deferred Compensation Account vests
at the rate of 20% per year on the anniversary date of the effective date of the
Deferred Compensation Agreement, but only if the executive has remained
continuously employed by the Company as of each anniversary date. However, in
the event that the executive's employment is terminated by disability or by the
Company other than for "cause" or if the executive terminates his or her
employment for "good reason", the executive will be 100% vested. On the earlier
date of the expiration of the term of the Deferred Compensation Agreement or the
earliest date practicable following the executive's termination of employment
with the Company for any reason, the Company is obligated to make a lump sum
payment to the executive equal to the vested amount credited to his Deferred
Compensation Account.

Ralph Lauren's Employment Agreement. Effective June 9, 1997, the Company
entered into an employment agreement with Mr. Lauren (the "Lauren Agreement").
The Lauren Agreement provides for Mr. Lauren's employment as Chairman of the
Board of Directors and Chief Executive Officer of the Company for a term of five
years (the "Term"), subject to automatic, successive one-year extensions
thereafter unless either party gives the other 90 days prior written notice that
the Term will not be extended.

The Lauren Agreement provides for an annual base salary of $1,000,000 and
annual bonus payments within a range of $2,000,000 to $5,000,000, with
$3,500,000 payable for achieving 100% of targeted performance goals; provided
that Mr. Lauren's entitlement to receive the annual bonus during any period when
compensation payable pursuant to the Lauren Agreement is subject to the
deduction limitations of section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), will be subject to shareholder approval of a plan or
arrangement evidencing such annual bonus opportunity that complies with the
requirements of section 162(m) of the Code. Pursuant to the Lauren Agreement,
upon commencement of the initial public offering on June 11, 1997, Mr. Lauren
received an initial grant of options to purchase 500,000 shares of Class A
Common Stock (the "Initial Lauren Options"), each with an exercise price equal
to $26, being the initial public offering price. The Initial Lauren Options
vested on the date of grant. In addition, with respect to at least each of the
first three fiscal years occurring after the commencement of the Offerings, Mr.
Lauren will receive options to purchase 250,000 shares of Class A Common Stock
(the "Annual Lauren Options") at an exercise price per share equal to the fair
market value per share of Class A Common Stock as of the date of grant. The
Annual Lauren Options will vest and become exercisable

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15

ratably over three years on each of the first three anniversaries of the date of
grant. Pursuant to the Lauren Agreement, Mr. Lauren is eligible to participate
in all employee benefit plans and arrangements of the Company for its senior
executive officers in which he participated at the time of the Company's initial
public offering and will be eligible to participate in any future employee
benefit plans and arrangements established for senior officers of the Company on
terms no less favorable than are provided to any other senior executive officer
of the Company. In addition, the Company has agreed to maintain, and make
premium contributions with respect to, certain split- dollar and other life
insurance arrangements between the Company and Mr. Lauren, his family and/or
life insurance trusts for the benefit of any of them, that were maintained or
contributed to by the Company at the time of the Company's initial public
offering. See "Executive Compensation -- Summary Compensation Table."

The Company may terminate Mr. Lauren's employment in the event of his death
or disability, in which case Mr. Lauren or his estate will be entitled to a lump
sum cash payment equal to the sum of: (i) his base salary through the date on
which his death or termination due to disability occurred; (ii) any accrued and
unpaid compensation for any prior fiscal year; and (iii) a pro-rata portion of
the annual bonus he would otherwise have received for the fiscal year in which
his death or termination due to disability occurred. In addition, any unvested
options will vest immediately.

If Mr. Lauren resigns with "Good Reason," or if the Company terminates Mr.
Lauren's employment without "Cause," or if the Company elects not to extend the
Term, then Mr. Lauren is entitled to receive an immediate lump sum cash payment
equal to the sum of: (i) his base salary otherwise payable through the later of
(a) June 11, 2002 (the fifth anniversary of the commencement of the initial
public offering), or (b) three years from the date of termination (the
"Severance Period"); (ii) any accrued but unpaid compensation for any prior
fiscal year; and (iii) bonus compensation for each full or partial fiscal year
that occurs during the Severance Period equal to the average annual bonus paid
to Mr. Lauren in each of the immediately preceding two fiscal years; provided
that the amount of bonus compensation for any partial fiscal year beyond the
third fiscal year following the date of Mr. Lauren's termination will be
pro-rated. In addition, any unvested options will continue to vest on schedule,
provided that Mr. Lauren complies with certain non-competition and other
restrictive covenants and during the Severance Period the Company will (i)
continue to provide Mr. Lauren with office facilities and secretarial
assistance; (ii) continue to maintain and make premium contributions with
respect to the split-dollar and life insurance arrangements described above, and
(iii) continue to provide Mr. Lauren with welfare and medical plan coverage and
certain other fringe benefits.

If Mr. Lauren resigns without Good Reason or if the Company terminates Mr.
Lauren's employment for Cause or if Mr. Lauren elects not to renew the Term,
then Mr. Lauren is entitled to an immediate lump sum cash payment equal to the
sum of: (i) his base salary through the date of termination; and (ii) any
accrued but unpaid compensation for any prior fiscal year. Mr. Lauren will also
receive the pro-rata portion of his annual bonus for the fiscal year in which
termination occurred to be paid when bonuses are normally paid. In addition, any
unvested options will be forfeited.

"Good Reason," for the purposes of the Lauren Agreement and the Newman
Agreement (as hereinafter defined), means: (i) a material diminution in the
executive's duties or the assignment to the executive of a title or duties
inconsistent with his position; (ii) a reduction in base salary or annual
incentive bonus opportunity; (iii) a failure by the Company to comply with any
material provision of the executive's employment agreement; or (iv) the
executive's ceasing to be entitled to the payment of an annual incentive bonus
as a result of the failure of the Company'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; provided that the events
described in clauses (i), (ii) and (iii) will not constitute Good Reason unless
and until such diminution, reduction or failure (as applicable) has not been
cured within thirty days after notice of such noncompliance has been given to
the Company. "Cause" means: (i) the willful and continued failure by the
executive to substantially perform his or her duties; (ii) a conviction of or
plea of nolo contendere to a crime
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16

constituting any felony; or (iii) willful gross misconduct relating to the
executive's employment that is materially injurious to the Company or subjects
the Company to public ridicule or embarrassment.

Pursuant to the Lauren Agreement, Mr. Lauren cannot compete with the
Company during the term of his employment. In addition, if Mr. Lauren resigns
his employment without Good Reason, then Mr. Lauren cannot compete with the
Company in violation of the Lauren Agreement until the later of: (i) the
expiration of the Term, or (ii) two years from the date of termination of
employment. If Mr. Lauren resigns with Good Reason or if the Company terminates
Mr. Lauren's employment without Cause, then Mr. Lauren cannot compete with the
Company for two years from the date of termination of employment. If Mr.
Lauren's employment is terminated for Cause, the Company may elect to prohibit
Mr. Lauren from competing with the Company for up to two years in consideration
for the payment of an amount equal to Mr. Lauren's base salary and bonus (equal
to the average annual incentive bonus over the preceding two years) for each
year that Mr. Lauren is prohibited from competing with the Company.

Michael Newman's Employment Agreement. Effective June 9, 1998, the Company
entered into an amended and restated employment agreement with Mr. Newman (the
"Newman Agreement"), which provides for his employment as Vice Chairman and
Chief Operating Officer of the Company. The Newman Agreement has a term of five
years (the "Newman Term"), subject to automatic, successive one year extensions
thereafter unless either party gives the other twelve months prior notice that
the Newman Term will not be extended. In addition, Mr. Newman's base salary will
not be less than $900,000 and Mr. Newman will be eligible to earn an annual
incentive bonus calculated as a percentage of the Company's Income Before Taxes
("IBT") in excess of $75 million. For IBT of $75 million to $150 million, Mr.
Newman will receive 1.75% of IBT in excess of $75 million. For IBT of $150
million to $200 million, Mr. Newman will receive 1% of IBT in excess of $150
million. For IBT over $200 million, Mr. Newman will receive 0.5% of IBT in
excess of $200 million. Under the Newman Agreement, Mr. Newman's total incentive
bonus may not exceed $3 million per year and Mr. Newman's entitlement to payment
of an incentive bonus during any period when the compensation payable pursuant
to the Newman Agreement is subject to the deduction limitations of section
162(m) of the Code will 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.

Upon the commencement of the Company's initial public offering on June 11,
1997, Mr. Newman was granted restricted shares of Class A Common Stock with a
fair market value (based upon the initial public offering price of the Class A
Common Stock) equal to $2 million. The restricted shares vested immediately with
respect to one third of the shares, and vest ratably with respect to the
remaining shares on each of the second and third anniversaries of the
commencement of the initial public offering, subject to Mr. Newman's continued
employment with the Company. The restricted shares which vested immediately were
awarded to Mr. Newman as payment of his fiscal 1997 bonus. Upon commencement of
the initial public offering, Mr. Newman was also granted options to acquire
350,000 shares of Class A Common Stock with an exercise price equal to $26 (the
initial public offering price). In addition, with respect to at least each of
the first three fiscal years occurring after the commencement of the initial
public offering, Mr. Newman will be granted options to purchase 150,000 shares
of Class A Common Stock at an exercise price equal to the fair market value per
share of Class A Common Stock as of the date of grant. All of Mr. Newman's
options will vest ratably over three years on each of the first three
anniversaries of the date of grant.

Pursuant to the Newman Agreement, if Mr. Newman resigns for Good Reason or
if the Company terminates his employment without Cause, then Mr. Newman will
receive a pro-rata portion of his incentive bonus for the year of termination
plus an amount, payable over a three-year period, equal to the sum of: (i) the
greater of (x) three and (y) five, less the number years (including fractions
thereof) that shall have elapsed since June 11, 1997 (the commencement of the
initial public offering), times his annual base salary, plus (ii) two times his
average annual incentive
14
17

bonus paid over the preceding two years. Any unvested restricted shares or
options will continue to vest as scheduled, provided that Mr. Newman continues
to comply with certain non-competition and other restrictive covenants. In
addition, Mr. Newman will be entitled to (i) continued participation in the
Company's health benefit plans during such three-year period, (ii) continued use
of the Company automobile until the then existing lease expires and (iii) waiver
of the collateral interest securing return to the Company of premiums paid for
Mr. Newman's split-dollar insurance policy. If a change of control of the
Company occurs prior to Mr. Newman's termination of employment, then he will be
entitled to elect to receive the cash severance payments described above in two
equal lump sum installments payable within 30 days after the date of termination
and one year after the date of termination, respectively.

If the Company elects not to extend the Newman Term, then Mr. Newman will
receive an amount, payable over a one-year period, equal to the sum of (i) his
annual base salary, plus (ii) his average annual incentive bonus paid over the
preceding two years and any unvested restricted shares or options will continue
to vest as described in the preceding paragraph. If Mr. Newman resigns without
Good Reason or if the Company terminates his employment for Cause or if Mr.
Newman elects not to renew the Newman Term, the Company will pay Mr. Newman his
full salary through the date of termination and any unvested restricted shares
and options will be forfeited. In the event of Mr. Newman's termination due to
his death or disability, Mr. Newman will be entitled to any payments due to him
through the date of his death or termination due to disability including a
payment of a pro-rata portion of his annual incentive bonus for the year of
termination. In the event of Mr. Newman's death or termination due to
disability, any unvested restricted shares and options held by him will vest.

Pursuant to the Newman Agreement, Mr. Newman may not compete with the
Company during the term of Mr. Newman's employment. If Mr. Newman resigns his
employment without Good Reason, then he cannot compete with the Company in
violation of the Newman Agreement for the later of (i) five years from the date
of the commencement of the initial public offering and (ii) two years after his
employment ends. If Mr. Newman resigns for Good Reason or the Company terminates
his employment without Cause, then he cannot compete with the Company for two
years from the date of termination of his employment. If Mr. Newman's employment
is terminated for Cause, the Company may elect to prohibit Mr. Newman from
competing with the Company for up to two years in consideration for the payment
of an amount equal to Mr. Newman's base salary and bonus (equal to the average
annual incentive bonus over the preceding two years) for each year that Mr.
Newman is prohibited from competing with the Company.

Employment Agreements with Other Executives. The Company has entered into
employment agreements with each of Mr. Isham and Ms. Sterling Udell (the
"Employment Agreements").

The Employment Agreements provide that the Company will pay the executive
an annual salary determined by the Board of Directors and a bonus or incentive
compensation in any fiscal year as determined by the Board in its discretion.
The Employment Agreements have an indefinite term and generally provide that if
the executive resigns for "good reason" or if his or her employment is
terminated by the Company, other than because of death, disability or "cause,"
the executive is entitled to the following severance payments so long as the
executive complies with certain non-compete covenants: (i) continued salary
payments (less applicable withholdings) for a period of 36 months, (ii) payments
(less applicable withholdings), in the manner then in effect and through the end
of the then current fiscal year, of any incentive or bonus program in effect for
the executive on the date his employment was terminated, and thereafter through
the end of the 36 month post-termination period, a monthly payment equal to
one-twelfth of the yearly average incentive or bonus compensation earned during
such current fiscal year and/or based on prior periods, (iii) continued
participation in the Company's health benefit plans, provided that if the
executive is provided with similar coverage by a subsequent employer, any such
coverage by the Company will cease, (iv) continued use of the Company automobile
leased for the executive's use until the then existing auto lease term expires,
and (v) waiver of the collateral interest securing return to the Company of
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18

premiums paid by the Company for the executive's existing split-dollar insurance
policy. If a change of control of the Company occurs prior to the executive's
termination of employment, then the executive will be entitled to elect to
receive the cash severance payments described above in two equal lump sum
installments payable within 30 days after the date of termination and one year
after the date of termination, respectively.

Generally, the executive's entitlement to severance payments are
conditioned upon their compliance with the following non-compete covenants: (i)
the executive agrees not to accept other employment during his or her term of
employment without the written approval of the Board of Directors, (ii) the
executive agrees that for the duration of his or her employment and for a period
of 36 months from the date of termination, the executive will not, on his or her
own behalf or any other person or entity, hire, solicit or encourage any
employee of the Company to leave the employ of the Company, and (iii) the
executive agrees that for the duration of his or her employment and for a period
of 36 months from the date of termination, the executive will take no action
which is intended, or would be reasonably expected, to harm (e.g., making public
derogatory statements or misusing confidential Company information) the Company
or its reputation.

1997 STOCK INCENTIVE PLAN

The Company's 1997 Long-Term Stock Incentive Plan (the "1997 Stock
Incentive Plan") is intended generally to promote the interests of the Company
and its stockholders by: (i) attracting and retaining exceptional officers and
other employees, directors and consultants of the Company and its subsidiaries;
(ii) motivating such individuals by means of performance-related incentives to
achieve longer-range performance goals; and (iii) enabling such individuals to
participate in the long-term growth and financial success of the Company. All
officers or other employees, consultants to, or directors of the Company or any
of its subsidiaries are eligible to be designated a participant under the 1997
Stock Incentive Plan.

The 1997 Stock Incentive Plan is currently administered by a subcommittee
of two members of the Compensation Committee designated by the Board of
Directors to administer the 1997 Stock Incentive Plan (the "Stock Plan
Committee"), each of whom is a "Non-Employee Director" (within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) and an "outside director" (within the meaning of section
162(m) of the Code), to the extent Rule 16b-3 and section 162(m), respectively,
are applicable to the Company and the 1997 Stock Incentive Plan.

The 1997 Stock Incentive Plan authorizes the grant of awards to
participants with respect to a maximum of 10,000,000 shares of the Company's
Class A Common Stock (the "Shares"), subject to adjustment to avoid dilution or
enlargement of intended benefits in the event of certain significant corporate
events, which awards may be made in the form of (i) nonqualified stock options;
(ii) stock options intended to qualify as incentive stock options under section
422 of the Code; (iii) stock appreciation rights; (iv) restricted stock and/or
restricted stock units; (v) performance awards and (vi) other stock based
awards; provided, that the maximum number of Shares with respect to which stock
options and stock appreciation rights may be granted to any participant in the
1997 Stock Incentive Plan in any fiscal year may not exceed 600,000 and the
maximum number of Shares which may be paid to a participant in the 1997 Stock
Incentive Plan in connection with the settlement of any award(s) designated as a
Performance Compensation Award (as defined in the 1997 Stock Incentive Plan) in
respect of a single performance period will be 600,000 or, in the event such
Performance Compensation Award is paid in cash, the equivalent cash value
thereof. If any Shares covered by an award granted under the 1997 Stock
Incentive Plan, or to which such an award relates, are forfeited, or if an award
has expired, terminated or been canceled for any reason whatsoever (other than
by reason of exercise or vesting), then the Shares covered by such award will
again be, or will become, Shares with respect to which awards may be granted
under the 1997 Stock Incentive Plan.

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Awards made under the 1997 Stock Incentive Plan are subject to such terms,
including vesting and exercise price, if applicable, as may be determined by the
Stock Plan Committee and specified in the applicable award agreement or
thereafter; provided, that stock options that are intended to qualify as
incentive stock options will be subject to terms and conditions that comply with
such rules as may be prescribed by section 422 of the Code. Payment in respect
of the exercise of an option granted under the 1997 Stock Incentive Plan may be
made in cash, or its equivalent (or, if so determined by the Stock Plan
Committee, with the proceeds of a loan advanced by the Company for purposes of
paying the exercise price), or (i) by exchanging shares owned by the optionee
(which are not the subject of any pledge or other security interest and which
have been owned by such optionee for at least six months) or (ii) subject to
such rules as may be established by the Stock Plan Committee, through delivery
of irrevocable instructions to a broker to sell the shares being acquired upon
exercise of the option and to deliver promptly to the Company an amount equal to
the aggregate exercise price, or by a combination of the foregoing, provided
that the combined value of all cash and cash equivalents and the fair market
value of such shares so tendered to the Company as of the date of such tender is
at least equal to the aggregate exercise price of the option.

In addition to the foregoing, the Stock Plan Committee has the discretion
to designate any award as a Performance Compensation Award. While awards in the
form of stock options and stock appreciation rights are intended to qualify as
"performance-based compensation" under section 162(m) of the Code provided that
the exercise price or grant price, as the case may be, is established by the
Stock Plan Committee to be equal to the Fair Market Value (as defined in the
1997 Stock Incentive Plan) per Share as of the date of grant, this form of award
enables the Stock Plan Committee to treat certain other awards (including stock
options and stock appreciation rights with an exercise price less than Fair
Market Value) under the 1997 Stock Incentive Plan as "performance-based
compensation" and thus preserve deductibility by the Company for Federal income
tax purposes of such awards which are made to individuals who are "covered
employees" as defined in section 162(m) of the Code.

Each Performance Compensation Award will be payable only upon achievement
over a specified performance period of a duration of at least one year of a
pre-established objective performance goal established by the Stock Plan
Committee for such period. The Stock Plan Committee may designate one or more
performance criteria for purposes of establishing a performance goal with
respect to Performance Compensation Awards made under the 1997 Stock Incentive
Plan. The performance criteria that will be used to establish such performance
goals will be based on the attainment of specific levels of performance of the
Company (or subsidiary, affiliate, division or operational unit in the Company)
and will be limited to the following: return on net assets, return on
stockholders' equity, return on assets, return on capital, stockholder returns,
profit margin, earnings per share, net earnings, operating earnings, price per
share, earnings before interest and taxes and sales or market share.

With regard to a particular performance period, the Stock Plan Committee
has the discretion, subject to the 1997 Stock Incentive Plan's terms, to select
the length of the performance period, the type(s) of Performance Compensation
Award(s) to be issued, the performance goals that will be used to measure
performance for the period and the performance formula that will be used to
determine what portion, if any, of the Performance Compensation Award has been
earned for the period. Such discretion will be exercised by the Stock Plan
Committee in writing no later than 90 days after the commencement of the
performance period and performance for the period shall be measured and
certified by the Stock Plan Committee upon the period's close. In determining
entitlement to payment in respect of a Performance Compensation Award, the Stock
Plan Committee may through use of negative discretion reduce or eliminate such
award, provided such discretion is permitted under section 162(m) of the Code.

Each award, and each right under any award, is exercisable only by the
participant during the participant's lifetime, or, if permissible under
applicable law, by the participant's guardian or legal representative and no
award may be assigned, alienated, pledged, attached, sold or otherwise
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transferred or encumbered by a participant otherwise than by will or by the laws
of descent and distribution and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance will be void and unenforceable
against the Company or any affiliate; provided, that the designation of a
beneficiary will not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance. Notwithstanding the foregoing, the Stock Plan
Committee has the discretion under the 1997 Stock Incentive Plan to provide that
options granted under the 1997 Stock Incentive Plan that are not intended to
qualify as incentive stock options may be transferred without consideration to
certain family members or trusts, partnerships or limited liability companies
whose only beneficiaries or partners are the original grantee and/or such family
members.

In the event of a "change of control" (as defined in the 1997 Stock
Incentive Plan), any outstanding awards then held by participants which are
unexercisable or otherwise unvested will automatically be deemed exercisable or
otherwise vested, as the case may be, as of immediately prior to such change of
control.

The Board may amend, alter, suspend, discontinue, or terminate the 1997
Stock Incentive Plan or any portion thereof at any time; provided, that no such
amendment, alteration, suspension, discontinuation or termination (i) will be
made without stockholder approval if such approval is necessary to comply with
any tax or regulatory requirement, and (ii) may adversely affect the rights of
any participant with respect to awards previously granted under the 1997 Stock
Incentive Plan without such participant's consent.

In fiscal 1998, awards under the 1997 Stock Incentive Plan in the form of
nonqualified stock options representing the right to acquire an aggregate of
approximately 4,054,385 Shares (net of forfeitures) were granted to employees of
the Company and its subsidiaries, including without limitation, the Company's
Chief Executive Officer and other executive officers of the Company. Of such
option grants, options to acquire 1,137,000 Shares were granted to all executive
officers as a group, including options to acquire 500,000, 350,000, 100,000,
100,000, 29,000, 29,000 and 29,000 Shares to Messrs. Lauren, Newman, Isham, Ms.
Sterling Udell, Mr. Cohen, Ms. Platoni Poli and Ms. Rosenbach, respectively.

In addition, pursuant to the Newman Agreement, in fiscal 1998 Mr. Newman
was awarded 76,923 restricted shares under the 1997 Stock Incentive Plan.

1997 NON-EMPLOYEE DIRECTOR OPTION PLAN

A maximum of 500,000 shares of Class A Common Stock, subject to adjustment
to avoid dilution or enlargement of intended benefits in the event of certain
significant corporate events, has been reserved by the Company for issuance
pursuant to options under the Company's 1997 Stock Option Plan for Non-Employee
Directors (the "1997 Non-Employee Director Option Plan").

Eligible persons under the plan are directors of the Company who are not
employees of the Company or any affiliate of the Company ("Outside Directors").
The 1997 Non-Employee Director Option Plan is intended to be a largely
self-governing formula plan. To the extent, if any, that questions of
administration arise, these shall be resolved by the Board of Directors of the
Company.

Each person who is an Outside Director as of April 1 of each calendar year
during the term of the 1997 Non-Employee Director Option Plan and who first
became a Director prior to October 1 of the preceding year will receive an
option to purchase 3,000 shares of Class A Common Stock as of such date; and
(ii) each Person who first becomes an elected director after the effective date
of the initial public offering will receive an option to purchase 7,500 shares
of Class A Common Stock on the date of their initial election. All options
granted under the 1997 Non-Employee Director Option Plan will be "nonqualified"
stock options subject to the provisions of section 83 of the Code.

In fiscal 1998, Messrs. Bennack, Questrom, Semel and Strom each received
options to purchase 7,500 shares of Class A Common Stock on the date of their
initial election. On April 1,

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1998, Messrs. Questrom, Semel and Strom, each of whom was a Director prior to
October 1, 1997, each received options to purchase 3,000 shares of Class A
Common Stock.

Options will vest and become exercisable with respect to 50% of the shares
initially subject to the options on each of the first and second anniversaries
of the date of grant subject to an outside Director's continued service as a
Director of the Company, and will terminate on the earliest of the following:
(a) the expiration of ten years from the date of grant; and (b) the expiration
of two years from the date the optionee's service as an Outside Director
terminates for any reason.

The exercise price per share of Class A Common Stock purchasable under all
options granted under the 1997 Non-Employee Director Option Plan is the Fair
Market Value (as defined in the 1997 Non-Employee Director Option Plan) of a
share of Class A Common Stock on the date the option is granted. Payment in
respect of the exercise of an option granted under the 1997 Non-Employee
Director Option Plan may be made in cash, or its equivalent (or if so determined
by the Board of Directors, with the proceeds of a loan advanced by the Company
for the purposes of paying the exercise price) or (i) by exchanging shares owned
by the Outside Director (which are not the subject of any pledge or other
security interest and which have been owned by such Outside Director for at
least six months) or (ii) subject to such rules as may be established by the
Board of Directors, through delivery of irrevocable instructions to a broker to
sell the shares being acquired upon exercise of the option and to deliver
promptly to the Company an amount equal to the aggregate exercise price, or by a
combination of the foregoing, provided that the combined value of all cash and
cash equivalents and the fair market value of such shares so tendered to the
Company as of the date of such tender is at least equal to the aggregate
exercise price of the option.

The Company's Board of Directors may amend, suspend or discontinue the 1997
Non-Employee Director Option Plan at any time except that (i) any such amendment
will comply with all applicable laws and stock exchange listing requirements,
(ii) any amendment for which stockholder approval is required by law or in order
to maintain continued qualification of the 1997 Non-Employee Director Option
Plan under any applicable tax or regulatory requirement will not be effective
until such approval has been obtained and (iii) no amendment may adversely
affect the rights of any optionee with respect to options previously awarded
under the 1997 Non-Employee Director Option Plan without his or her consent.

Awards may be transferred by a grantee only by will or by the laws of
descent and distribution, and options may be exercised during the optionee's
lifetime only by the optionee.

EXECUTIVE INCENTIVE PLAN

The Company's executive incentive plan (the "Executive Incentive Plan") is
designed to motivate officers and other key employees of the Company to achieve
and exceed the Company's annual strategic goals. During fiscal 1998,
approximately 125 employees were eligible to receive a bonus award pursuant to
the Executive Incentive Plan.

Under the Executive Incentive Plan, each participant was eligible in fiscal
1998 to receive three levels of incentive bonus (each expressed as a percent of
such participant's annual base salary) according to his or her position in the
Company, if pre-established pre-tax net income objectives of the Company and/or
of the participant's operating division were met. In fiscal 1998, the bonus
award of the Company's Group Presidents and Design Senior Vice Presidents
pursuant to the Executive Incentive Plan was based 50% on the satisfaction of
pre-tax income objectives for the Company as a whole and 50% on the satisfaction
of pre-tax income objectives for each such participant's operating division. The
bonus awards of most other participants working in the Company's operating
divisions were based 30% on the satisfaction of pre-tax income objectives for
the Company as a whole and 70% on the satisfaction of pre-tax income objectives
for the participant's operating division. In addition, designated participants
working in centralized Company positions had their bonus determined entirely
according to overall Company performance. In addition to net income goals, each
operating division and centralized group sets three to four other
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quantitative performance goals aimed at strengthening fundamental aspects of the
business of the Company. Accomplishment of these objectives can increase the
incentive payout of participants. No payments will be made under the Executive
Incentive Plan in any fiscal year in which the Company is not profitable,
regardless of the performance of any particular division.

In fiscal 1998, the maximum bonus payable under the Executive Incentive
Plan as a percent of salary was 100% for the Group Presidents and Design Senior
Vice Presidents, 60% for the Company's Senior Vice Presidents and Divisional
Presidents and 40% or less for all other participants. These maximums remain in
effect for fiscal 1999, but participants will be eligible to earn their bonuses
on a continuum representing a percentage of from 5-100% of their maximum bonus.

PENSION PLANS

Polo Ralph Lauren Profit Sharing Retirement Savings Plan. The Company
maintains and administers separate employee contribution/profit sharing plans
with substantially identical terms for salaried and hourly employees of the
Company, which are designed to be tax deferred in accordance with the provisions
of Section 401(k) of the Code (the "401K Plans"). In addition, prior to fiscal
1999, the Company maintained and administered a separate employee contribution
plan for employees of Polo Retail Corporation (the "PRC 401K Plan").

All of the Company's employees not covered by a collective bargaining
agreement with 12 months of consecutive service (except Polo Retail Corporation
employees prior to fiscal 1999) are eligible to participate in the 401K Plans.
The 401K Plans provides that each participant may defer up to 10% of his or her
total compensation, subject to statutory limits. However, "highly compensated
employees" may only defer up to 6% of their total compensation, subject to
statutory limits. The Company is obligated to make a matching contribution to
the 401K Plans for each participant equal to $.50 for each $1.00 deferred by the
participant, except that no matching contribution will be made with respect to a
participant's contribution in excess of 6% of his or her compensation. The
Company may also make discretionary contributions to the 401K Plans, allocated
among all eligible employees in proportion to their eligible compensation.

Participants in the 401K Plans are always 100% vested in their own
contributions, and any investment gains or losses thereon. Company
contributions, and any investment gains or losses thereon, vest 20% following
the participant's third year of service and an additional 20% annually
thereafter; provided, however, that the participant will become 100% vested if
he or she dies, becomes disabled or reaches his or her retirement age. Subject
to certain restrictions and tax consequences, a participant can receive the
vested value of his or her 401K Plans account as a distribution upon leaving the
employ of the Company, retiring, becoming disabled or upon his or her death.

Polo Retail Corporation employees with at least one year of service are
eligible to participate in the PRC 401K Plan. The PRC 401K Plan provides that
each participant may defer up to 15% of his or her total compensation, subject
to statutory limits. The Company is obligated to make a matching contribution to
the PRC 401K Plan for each participant equal to $.50 for each $1.00 deferred by
the participant, except that no matching contributions will be made with respect
to a participant's contribution in excess of 6% of his or her compensation. The
Company may also make discretionary contributions to the PRC 401K Plan allocated
among all eligible employees in proportion to their eligible compensation.

Participants in the PRC 401K Plan are always 100% vested in their own
contributions, any investment gains or losses thereon. Company contributions,
and any investment gains or losses thereon, vest 40% following the participant's
second year of service and any additional 20% annually thereafter; provided,
however, that the participant will become 100% vested if he or she dies, becomes
disabled or reaches his or her retirement age. Subject to certain restrictions
and tax consequences, a participant can receive the vested value of his or her
PRC 401K Plan account as a

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distribution upon leaving the employ of the Company, retiring, becoming disabled
or upon his or her death.

Effective March 30, 1998, the PRC 401K Plan was merged with the 401K Plans.
Under the merged plans, each participant may defer up to 15% of his or her total
compensation, subject to statutory limits. However, "highly compensated
employees" may defer up to 6% of their total compensation, subject to statutory
limits. Participants are always 100% vested in their own contributions, and any
investment gains or losses thereon. Company contributions, and any investment
gains or losses thereon, vest 40% following the participant's second year of
service and any additional 20% annually thereafter; provided, however, that the
participant will become 100% vested if he or she dies, becomes disabled or
reaches his or her retirement age.

Supplemental Executive Retirement Plan. Key employees of the Company are
eligible to participate in the Company's Wealth Accumulation Plan, recently
renamed the Supplemental Executive Retirement Plan to more accurately describe
the principal purpose of the plan. With respect to each plan year during which
the Company reports a profit on a consolidated basis, the Company will credit a
contribution to each participant's Supplemental Executive Retirement Plan
account equal to 5% of his or her cash compensation, including incentive bonus,
for such plan year, provided that such participant is either employed by the
Company on the last day of such plan year, or has terminated employment by
reason of death, retirement or disability during such plan year. Generally, the
Supplemental Executive Retirement Plan provides that interest will be credited
to each participant's account at 120% of the average of Moody's Long Term
Composite Corporate Bond Index. However, if a participant suffers a disability
or in the event that the Supplemental Executive Retirement Plan is terminated by
the Company, such participant's account will be credited with 100% of Moody's
Long Term Composite Corporate Bond Index rate.

All amounts credited to a participant's Supplemental Executive Retirement
Plan account will vest at the rate of 10% after the first year of participation,
an additional 15% after two years of participation, an additional 20% after
three years of participation, an additional 25% after four years of
participation, and an additional 30% after the completion of five years of
participation. In addition, each participant will be 100% vested upon attainment
of age 60, at his or her death if prior to termination of employment or upon the
occurrence of a disability. If the Supplemental Executive Retirement Plan is
terminated within five years following a "change of control" of the Company (as
defined in the Supplemental Executive Retirement Plan), each participant's
account will become 100% vested. Moreover, in the event that a participant is
involuntarily terminated within five years of a change of control of the
Company, except for "cause," such participant will be 100% vested and may
receive distributions as if the Supplemental Executive Retirement Plan had been
terminated. Participants are eligible to receive distributions of the vested
amounts in their Supplemental Executive Retirement Plan accounts upon retirement
or in certain predesignated years. In addition, participants may receive
distributions in case of termination of employment, death, disability or
termination by the Company of the Supplemental Executive Retirement Plan.

Following the Company's initial public offering, the Compensation Committee
(the "Committee") of the Board of Directors was established in September 1997.
Prior to the Company's initial public offering in June 1997, the Company's
senior management was directly involved in setting compensation for the
Company's executive officers, including those named in the Summary Compensation
Table. Certain fiscal 1998 compensation matters, including salary, bonus
criteria and goals, and stock option grants, were set by senior management and
the Board of Directors before the initial public offering and, accordingly, the
members of the Board signing below are signing this Compensation Committee
Report with respect to compensation decisions made after the initial public
offering.

In setting compensation levels for the most senior executive officers, the
Board authorized, and the stockholders (at the time) approved, employment
agreements with such executives. These agreements are summarized in this Proxy
Statement. They provide, in the case of Messrs. Lauren

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and Newman, among other things, base salary levels, annual stock option grants
and provision for annual bonuses. The Board also authorized the 1997 Stock
Incentive Plan (which was also approved by the stockholders at the time) and
stock option grants to employees, including the executives not provided for by
contract. The Committee and its subcommittee of Non-Employee Directors are
responsible for reviewing and approving the compensation paid to the Company's
executives, including the Named Executive Officers.

COMPENSATION COMMITTEE REPORT

The Company's compensation and benefit programs are designed to attract,
retain and motivate highly-qualified executives and to align executive officer
compensation with the performance of the Company and the interests of its
shareholders. These compensation criteria are measured both internally and in
comparison with a group of companies that compete with the Company for business
and/or for executive and creative talent. The Company's compensation structure
consists of base salary, variable annual cash bonuses, long-term incentive
awards in the form of stock options, benefits and deferred compensation.

Base Salary and Bonus. The Company's employment agreements with Messrs.
Lauren and Newman set forth base salary amounts and provide for an annual bonus
payable for attaining performance goals. See "Employment Agreements." Salary
levels for the other executive officers reflect historical levels (including
normal increases thereto) and for many executives reflect their long tenures
with the Company. The Committee will adjust executive salaries annually based on
its assessment of each individual executive's performance and prevailing
compensation levels among the Company's competitors and U.S. general industry
companies. The Company's competitors, for this purpose, include certain of the
companies included in the industry index used for comparison with the Company's
performance in the Comparison of Cumulative Total Return graph which follows
this report, as well as other companies which, in the Committee's view, compete
with the Company for executive talent. These competitors may also include
non-public companies and companies in related industries such as retailing or
apparel wholesaling.

Annual bonuses for the Company's executive officers (other than Messrs.
Lauren and Newman), are provided for by the Executive Incentive Plan, which is
designed to motivate officers and other key employees of the Company to achieve
and exceed the Company's annual financial and strategic goals. See "Executive
Incentive Plan." Under the Executive Incentive Plan, each executive is eligible
to receive various levels of a target incentive bonus (expressed as a percentage
of such executive's annual base salary) according to his or her position in the
Company, if pre-established pre-tax net income objectives of the Company and/or
of the executive's operating division are met. In addition to net income goals,
each operating division and corporate staff department sets approximately three
or four other strategic goals aimed at strengthening fundamental aspects of the
business of the Company. Accomplishment of these strategic goals, which vary by
division and corporate staff department, can increase the incentive payout of
executives up to maximum levels. For fiscal 1998, bonuses paid to executives
reflect the record level of pre-tax net income achieved by the Company and the
attainment of strategic goals by the Company and its operating divisions.

Long-Term Equity-Based Incentives. Individual stock option awards granted
during fiscal 1998, whether made pursuant to employment agreements or under the
1997 Stock Incentive Plan, were based on the executive's position in the
Company. See "1997 Long-Term Incentive Stock Option Plan."

The Committee has the responsibility of governing long-term equity-based
incentive grants to eligible executive officers and employees of the Company.
The Committee anticipates that future awards primarily will be in the form of
stock options, but also may include restricted stock and other performance and
stock-based awards. The Committee expects that the size of future individual
awards will continue to reflect each executive's position and individual
performance.

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Chief Executive Officer Compensation. Mr. Lauren's compensation is
governed by the terms of his employment agreement with the Company and
recognizes that his leadership is a critical element of the Company's success.
See "Employment Agreements." It also reflects Mr. Lauren's standing in the
industry, his establishment of the Company and long-term dedication to its
success.

Pursuant to his employment agreement, Mr. Lauren's base salary is set at
$1,000,000. Mr. Lauren's employment contract provides for an annual bonus within
an expected range of $2,000,000 to $5,000,000, with $3,500,000 payable for
attaining performance goals. The Committee resolved that Mr. Lauren's fiscal
1998 performance bonus amount be set based against a continuum of Company
pre-tax income targets. Based on the Company's pre-tax income of $199,596,000 in
fiscal 1998, Mr. Lauren's annual bonus was $4,365,000.

Upon commencement of the Company's initial public offering, Mr. Lauren was
granted options to purchase 500,000 shares which vested immediately of the
Company's Class A Common Stock at the initial public offering price. As provided
by his employment agreement, additional grants of 250,000 options each will be
made in fiscal 1999, fiscal 2000 and fiscal 2001.

Certain Tax Matters. Tax laws limit the deduction that a publicly-held
corporation is allowed for compensation paid to its chief executive officer and
to its four most highly compensated other executive officers. Generally, amounts
paid in excess of $1 million to the chief executive officer or another such
executive, other than performance compensation, cannot be deducted. For
companies that have recently become publicly held, certain transition rules
delay the applicability of this limit for compensation paid pursuant to a plan
or arrangement that existed before the Company's shares were publicly held.

The Committee intends to consider ways to maximize the deductibility of
executive compensation, but reserves the right to compensate executive officers
in a manner commensurate with performance and the competitive environment for
executive and creative talent. As a result, some portion of compensation paid to
an executive officer whose compensation is subject to the deduction limits
described above may not be deductible by the Company in the future.

Members of the Compensation Committee
Richard A. Friedman
Allen Questrom
Terry S. Semel

PERFORMANCE GRAPH

The following graph compares the cumulative total return (stock price
appreciation plus dividends) on the Company's Class A Common Stock with the
cumulative total return of the Standard & Poor's 500 Index and the Standard &
Poor's Super Cap Textile Index for the period from June 11, 1997 (the date the
Class A Common Stock was priced in connection with the Company's initial public
offering) through March 27, 1998. The returns are calculated by assuming an
investment in the Company's Class A Common Stock and each index of $100 on June
11, 1997, with all dividends reinvested.

COMPARISON OF CUMULATIVE TOTAL RETURN
JUNE 11, 1997 THROUGH MARCH 27, 1998

MEASUREMENT PERIOD
(FISCAL YEAR COVERED) POLO S&P 500 S&P SC TEX

11-JUN-97 100 100 100
27-MAR-98 115 128 116

VALUE ON
MARCH 27, 1998
--------------

Polo Ralph Lauren Corporation............................... $115
Standard & Poor's 500 Index................................. $128
Standard & Poor's Super Cap Textile Index................... $116

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

FORMATION OF PARTNERSHIPS AND REORGANIZATION

In connection with its initial public offering, the Company effected an
internal reorganization and certain other transactions including the PRC
Acquisition and the Trademark Acquisition (each as hereinafter defined), all of
which were completed prior to or simultaneously with the closing of the initial
public offering.

From October 1994 until June 9, 1997, the Company conducted its operations
primarily through two operating partnerships, Polo Ralph Lauren Enterprises, LP
("Enterprises") and Polo Ralph Lauren, L.P. ("Polo LP"), and subsidiaries of
Polo L.P. In connection with the formation of Enterprises and Polo LP in October
1994, the GS Group purchased an aggregate 28.5% limited partnership interest in
Enterprises and an aggregate 0.3986% limited partnership interest in Polo LP for
a purchase price of $128 million, and Mr. Lauren, a corporation wholly owned by
Mr. Lauren, and Peter Strom (formerly the Vice Chairman of the Company's
predecessor and presently a member of the Company's Board of Directors) received
an aggregate 70.5% limited partnership interest and a 1.0% general partnership
interest in Enterprises and a 1.0% general partnership interest in Polo LP.
Effective April 1995, Mr. Lauren acquired Mr. Strom's interests in Enterprises
and a predecessor corporate entity. In October 1995, the Company purchased
certain of the assets of the Company's unaffiliated former womenswear licensing
partner, Ralph Lauren Womenswear Inc., a wholly owned subsidiary of Bidermann
Industries Corp., and formed The Ralph Lauren Womenswear Company, L.P.
("Womenswear LP" and, together with Enterprises and Polo LP, the "Operating
Partnerships"). Simultaneously with such acquisition, the GS Group purchased a
0.3986% limited partnership interest in Womenswear LP. In addition, Mr. Lauren
purchased indirectly, through Polo Ralph Lauren Womenswear, Inc., a corporation
wholly owned by Mr. Lauren ("PRLW"), a 1.0% general partnership interest in
Womenswear LP in October 1995. At the time of the formation of Enterprises and
Polo LP, each of the GS Group and Mr. Lauren made loans to Enterprises in the
aggregate principal amount of $7 million and $17 million, respectively (the
"Subordinated Notes"). The Company used a portion of the net proceeds of the
initial public offering to prepay the Subordinated Notes.

In May 1997, a corporation wholly owned by Mr. Lauren through which he held
certain interests in Enterprises and Polo LP merged into the Company, a newly
formed entity also wholly owned by Mr. Lauren pursuant to which Mr. Lauren
received 44,670,942 shares of Class B Common Stock. On June 9, 1997 the Company
declared the Dividend (as hereinafter defined) and the GS Group contributed
their interests in the Operating Partnerships to the Company in exchange for
24,920,979 shares of Class C Common Stock and promissory notes (the "
Reorganization Notes"). Simultaneously with such contribution by the GS Group,
Mr. Lauren and a partnership controlled by Mr. Lauren, RL Holding, L.P.,
contributed their interests in the Operating Partnerships, and Mr. Lauren
contributed all of the outstanding capital stock of PRLW, to the Company in
exchange for 17,850,576 shares of Class B Common Stock and the Reorganization
Notes (the "Reorganization"). In connection with such contributions, Enterprises
and Polo LP were dissolved.

Prior to the Reorganization, (i) the Operating Partnerships made
distributions to their partners of a portion of their undistributed earnings
(and the Company then distributed to its sole stockholder the amount received by
it), (ii) the Company distributed to its sole stockholder all of its assets
(other than interests in the Operating Partnerships and contracts relating to
the PRC Acquisition) and (iii) the Company declared a dividend to its sole
stockholder of $22.0 million which was the Company's estimate at such time of
its sole stockholder's share of the undistributed earnings of the Operating
Partnerships through the closing of the Reorganization which had been or would
be included in the taxable income of its sole stockholder (the "Dividend"). The
amount of the Reorganization Notes, $21.0 million, represented the Company's
estimate of the Dividend that the holders of the Reorganization Notes would have
received if they had owned on the record date of the Dividend the number of
shares of Common Stock that they received pursuant to the Reorganiza-
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tion. The Dividend and the Reorganization Notes were paid out of a portion of
the net proceeds of the initial public offering. The actual amount of
undistributed earnings through the closing of the Reorganization was later
determined to be in excess of the sum of the amount of the Dividend and the
Reorganization Notes, and, as such, the Company declared and paid a second
dividend (the "Second Dividend") to the holders of the Class B Common Stock and
the Class C Common Stock in the amount of $3.9 million and $1.5 million,
respectively, being the amount of the difference. The holders of Class B Common
Stock and Class C Common Stock received $708.4 million in the aggregate, from
the sale of shares of Class A Common Stock in the initial public offering, the
payment of the Dividend, the Second Dividend and other partner distributions
from the Operating Partnerships in fiscal 1998 and the repayment of the
Reorganization Notes and the Subordinated Notes.

Simultaneously with the Reorganization, the Company also acquired from RL
Family, L.P. ("Family LP"), a partnership of which Mr. Lauren is the sole
general partner, Family LP's sole membership interest in RL Fragrances, LLC
("Fragrances LLC"), an entity which holds the trademarks and rights under a
license agreement relating to the Company's U.S. fragrance business and the
interest which the Company did not previously own in The Polo/Lauren Company,
L.P. in exchange for 1,557,503 shares of Class B Common Stock (the "Trademark
Acquisition"). The Polo/Lauren Company, L.P. holds the trademarks relating to
the Company's international licensing business.

POLO RETAIL CORPORATION

On March 21, 1997, the Company and its subsidiary, Polo Ralph Lauren Retail
Corp ("PRL Retail"), entered into negotiated, arms-length purchase agreements
with Mr. David J. Hare (an officer of the Company from April 1997 to September
1997), Mr. William G. Merriken (an employee of Polo Retail Corporation ("PRC"))
and Franklin Retail Corporation for the acquisition of the 50% interest in PRC
not already owned by PRL Retail. The aggregate consideration paid was $10.0
million, of which $8.3 million was paid in cash on April 3, 1997, $1.0 million
was paid in cash on May 15, 1997, $0.3 million was paid in cash on June 3, 1997
and $0.4 million was paid on June 17, 1997 in 15,385 shares of Class A Common
Stock.

Also on March 21, 1997, the Company and PRL Retail entered into a
negotiated arms-length purchase agreement and three assignment and assumption
agreements with third parties including Mr. John Slater (an employee of a
subsidiary of PRC), to acquire a minority interest and three limited partnership
interests in Perkins Shearer Polo Ltd. and San Francisco Polo Ltd.,
respectively, both of which are subsidiaries of PRC that are now wholly owned.
The aggregate consideration for such acquisitions was $0.4 million, of which
$0.1 million was paid in cash on April 3, 1997 and $0.3 million was paid on June
17, 1997 in 11,538 shares of Class A Common Stock (the transactions entered into
by the Company and PRL Retail on March 21, 1997 are collectively referred to
herein as the "PRC Acquisition").

REGISTRATION RIGHTS AGREEMENTS

Certain of the Lauren Family Members (as defined below), the GS Group and
the Company are parties to a Registration Rights Agreement (the "Registration
Rights Agreement") pursuant to which each of the Lauren Family Members and GS
Group have certain demand registration rights in respect of shares of Class A
Common Stock (including Class A Common Stock issued upon conversion of Class B
Common Stock and Class C Common Stock, as the case may be, held by them). With
respect to the demand rights of the Lauren Family Members, the Lauren Family
Members may make a demand once every nine months. With respect to the demand
rights of the GS Group, the GS Group may make a demand once every nine months so
long as the GS Group owns at least 10% of the Common Stock outstanding. Once its
ownership of the Common Stock is less than 10% of the outstanding shares of
Common Stock, the GS Group may make one additional demand; provided, however,
that if the sale of Class A Common Stock pursuant to such demand registration
does not result in the GS Group owning less than 5% of the Common Stock due to a
cutback in the number of shares that it may include in such registration, such
demand will not count as its one demand. In the case of each demand
registration, at
26
29

least $20 million of Class A Common Stock must be requested to be registered.
The Lauren Family Members and the GS Group also have an unlimited number of
piggyback registration rights in respect of their shares. The piggyback
registration rights allow the holders to include all or a portion of the shares
of Class A Common Stock issuable upon conversion of their shares of Class B
Common Stock and Class C Common Stock, as the case may be, under any
registration statement filed by the Company, subject to certain limitations.

The Company is required to pay all expenses (other than underwriting
discounts and commissions of the selling stockholders and taxes payable by the
selling stockholders) in connection with any demand registration, as well as any
registration pursuant to the exercise of piggyback rights. The Company also must
indemnify such persons and any underwriters against certain liabilities,
including liabilities arising under the Securities Act of 1933.

As used in this Proxy, the term "Lauren Family Members" includes only the
following persons: (i) Ralph Lauren and his estate, guardian, conservator or
committee; (ii) the spouse of Ralph Lauren and her estate, guardian, conservator
or committee; (iii) each descendant of Ralph Lauren (a "Lauren Descendant") and
their respective estates, guardians, conservators or committees; (iv) each
Family Controlled Entity (as defined below); and (v) the trustees, in their
respective capacities as such, of each Lauren Family Trust (as defined below).
The term "Family Controlled Entity" means (i) any not-for-profit corporation if
at least a majority of its board of directors is composed of Ralph Lauren, Mr.
Lauren's spouse and/or Lauren Descendants; (ii) any other corporation if at
least a majority of the value of its outstanding equity is owned by Lauren
Family Members; (iii) any partnership if at least a majority of the economic
interest of its partnership interests are owned by Lauren Family Members; and
(iv) any limited liability or similar company if at least a majority of the
economic interest of the Company is owned by Lauren Family Members. The term
"Lauren Family Trust" includes trusts the primary beneficiaries of which are Mr.
Lauren, Mr. Lauren's spouse, Lauren Descendants, Mr. Lauren's siblings, spouses
of Lauren Descendants and their respective estates, guardians, conservator or
committees and/or charitable organizations, provided that if the trust is a
wholly charitable trust, at least a majority of the trustees of such trust
consist of Mr. Lauren, the spouse of Mr. Lauren and/or Lauren Family Members.

OTHER AGREEMENTS, TRANSACTIONS AND RELATIONSHIPS

In connection with the Reorganization, the stockholders of the Company and
the Company entered into a stockholders' agreement (the "Stockholders'
Agreement") which set forth certain voting and other agreements for the period
prior to completion of the initial public offering. All of the provisions of the
Stockholders' Agreement terminated upon completion of the initial public
offering, except for certain provisions relating to certain tax matters with
respect to the Operating Partnerships, certain restrictions on transfers of
shares of Common Stock and indemnification and exculpation provisions.

The Company has entered into indemnification agreements with each of its
directors and certain executives. The indemnification agreements require, among
other things, that the Company indemnify its directors and executives against
certain liabilities and associated expenses arising from their service as
directors and executives of the Company and reimburse certain related legal and
other expenses. In the event of a change of control (as defined therein), the
Company will, upon request by an indemnitee under the agreements, create and
fund a trust for the benefit of such indemnitee sufficient to satisfy reasonably
anticipated claims for indemnification.

Pursuant to his employment agreement with the Company, for security
purposes, Mr. Lauren and his family members are required to use the Company's or
other acceptable private aircraft for any travel. Mr. Lauren reimburses the
Company for personal use at swap rates charged to owners of airplanes, which
rates are set by an independent aircraft management company. The Company
believes that swap rates generally are lower than commercial charter rates for
flights to similar destinations. Amounts reimbursed to the Company by Mr. Lauren
for personal use of the Company's airplane in fiscal 1998 were approximately
$379,000. In addition, five employees of the
27
30

Company perform services for Mr. Lauren which are non-Company related; four
employees carry out domestic activities in Mr. Lauren's household and one
employee works in an administrative assistant capacity. Mr. Lauren reimburses
the Company for the full amount of the salary, benefits and other expenses
relating to such employees. Pursuant to his employment agreement with the
Company, Mr. Lauren will continue to be entitled to have such employees perform
such services provided he reimburses the Company for the full amount of salary,
benefits and other expenses relating to such employees. Amounts reimbursed to
the Company by Mr. Lauren for his use of Company employees for non-Company
related services in fiscal 1998 were approximately $367,000. In connection with
the adoption of the "RRL" trademarks by the Company, pursuant to an agreement
with the Company, Mr. Lauren retained the royalty-free right to use as
trademarks "Ralph Lauren," "Double RL" and "RRL" in perpetuity in connection
with, among other things, beef and living animals. The trademarks "Double RL"
and "RRL" are currently used by the Double RL Company, an entity wholly owned by
Mr. Lauren. In addition, Mr. Lauren engages in personal projects involving
non-Company related film or theatrical productions through RRL Productions,
Inc., a Company wholly owned by Mr. Lauren. The Company pays the premiums on
split-dollar life insurance policies on the lives of Mr. Lauren and his spouse.
See "Executive Compensation -- Summary Compensation Table."

During fiscal 1998, the Company and its licensing partners collectively
spent approximately $113,000 on advertising in Swing Magazine, a monthly
magazine owned by Mr. Lauren's son, David Lauren.

Mr. Jerome Lauren, the Executive Vice President of Menswear Design of the
Company, is Mr. Ralph Lauren's brother.

The brother-in-law of Mr. John Idol, a former executive officer of the
Company, owns 24% of RJS Scientific, Inc., one of the Company's Home Collection
licensing partners. The Company believes the terms of its license agreement with
RJS Scientific, Inc. are no less favorable to the Company than could be obtained
from unaffiliated parties.

Pursuant to his employment agreement with the Company, a former executive,
Mr. David J. Hare, whose employment terminated in fiscal 1998, is entitled to
the continued payment of his annual base salary of $750,000 through March 31,
2002, payment of his bonus for fiscal 1998 in the amount of $262,500, and
continuation of certain benefits.

Mr. Allen Questrom, a director of the Company, was the Chairman and Chief
Executive Officer of Federated Department Stores, Inc. from February 1990 to May
1997. During fiscal 1998, Federated Department Stores, Inc. accounted for
approximately $140 million of the Company's net sales.

Pursuant to consulting arrangements between Peter Strom and the Company,
Mr. Strom, a director of the Company, is paid $20,000 annually by the Company.
In connection with his prior services as the Vice-Chairman of the Company's
predecessor, Mr. Strom and his spouse are entitled to participate in the
Company's medical benefits program.

The GS Group owns (on a fully diluted basis) 34.7% of Koret, Inc., the
parent of New Campaign, Inc., the Company's licensing partner for small leather
goods and accessories. The Company believes that the terms of its arrangements
with New Campaign, Inc. are no less favorable to the Company than could be
obtained from unaffiliated parties.

On April 24, 1996, the Company entered into a forward foreign exchange
contract with Goldman, Sachs & Co. as a hedge relating to foreign licensing
revenue to deliver 825 million yen on April 15, 1997 in exchange for
approximately $8,083,000. On May 16, 1997, the Company entered into two forward
foreign exchange contracts with Goldman, Sachs & Co. as a hedge relating to
foreign licensing revenue to deliver 900 million yen on October 15, 1997 and 1.0
billion yen on April 15, 1998 in exchange for approximately $7,951,000 and
approximately $9,070,000, respectively. Goldman, Sachs & Co. received customary
fees for each of these forward foreign exchange contracts.
28
31

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

(ITEM 2)

The Board of Directors of the Company has appointed the firm of Deloitte &
Touche LLP to serve as independent auditors of the Company for the fiscal year
ending April 3, 1999, subject to ratification of this appointment by the
stockholders of the Company. Deloitte & Touche LLP has served as independent
auditors of the Company since December 1997 and is considered by management of
the Company to be well qualified. The Company has been advised by that firm that
neither it nor any member thereof have any financial interest, direct or
indirect, in the Company.

One or more representatives of Deloitte & Touche LLP will (a) be present at
the 1998 Annual Meeting of Stockholders, (b) have an opportunity to make a
statement if he or she desires to do so and (c) be available to respond to
appropriate questions.

Ratification of the appointment of the independent auditors requires the
affirmative vote of a majority of the votes cast by the holders of the shares of
Class A Common Stock, Class B Common Stock and Class C Common Stock of the
Company voting in person or by proxy at the 1998 Annual Meeting of Stockholders.
If the stockholders do not ratify the appointment of Deloitte & Touche LLP, the
Board of Directors will reconsider the appointment.

RECOMMENDATION OF THE BOARD OF DIRECTORS:

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING APRIL 3, 1999. PROXIES RECEIVED BY THE BOARD
OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A
CONTRARY CHOICE.

PROXY PROCEDURE AND EXPENSES OF SOLICITATION

The Company will retain an independent tabulator to receive and tabulate
the proxies and independent inspectors of election to certify the results.

All expenses incurred in connection with the solicitation of proxies will
be borne by the Company. The Company will reimburse brokers, fiduciaries and
custodians for their costs in forwarding proxy materials to beneficial owners of
Common Stock held in their names.

Solicitation may be undertaken by mail, telephone and personal contact by
Directors, officers and employees of the Company without additional
compensation.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Company on or before February
26, 1999, to be eligible for inclusion in the Company's Proxy Statement and
proxy relating to that meeting.

The Company's Amended and Restated By-laws establish an advance notice
procedure for stockholders to make nominations of candidates for election as
director, or to bring other business before an annual meeting of stockholders of
the Company (the "Stockholder Notice Procedure").

The Stockholder Notice Procedure provides that, subject to the rights of
any holders of Preferred Stock, only persons who are nominated by, or at the
direction of, the Board, or by a stockholder who has given timely written notice
to the Secretary of the Company prior to the meeting at which directors are to
be elected, will be eligible for election as directors of the Company. The
Stockholder Notice Procedure provides that at an annual meeting only such
business may be conducted as has been brought before the meeting by, or at the
direction of, the Board or by a stockholder who has given timely written notice
to the Secretary of the Company of such
29
32

stockholder's intention to bring such business before such meeting. Under the
Stockholder Notice Procedure, to be timely, notice of stockholder nominations or
proposals to be made at an annual or special meeting must be received by the
Company not less than 60 days nor more than 90 days prior to the scheduled date
of the meeting (or, if less than 70 days' notice or prior public disclosure of
the date of the meeting is given, the 10th day following the earlier of (i) the
day such notice was mailed or (ii) the day such public disclosure was made).

Under the Stockholder Notice Procedure, a stockholder's notice to the
Company proposing to nominate a person for election as a director must contain
certain information about the nominating stockholder and the proposed nominee.
Under the Stockholder Notice Procedure, a stockholder's notice relating to the
conduct of business other than the nomination of directors must contain certain
information about such business and about the proposing stockholder. If the
Chairman of the Board or other officer presiding at a meeting determines that a
person was not nominated, or other business was not brought before the meeting,
in accordance with the Stockholder Notice Procedure, such person will not be
eligible for election as a director, or such business will not be conducted at
such meeting, as the case may be.

Nothing in this section shall be interpreted or construed to require the
inclusion of information about any Stockholder proposal in the Company's proxy
statement.

OTHER INFORMATION

As of the mailing date of this Proxy Statement, the Board of Directors
knows of no matters other than those referred to in the accompanying Notice of
Annual Meeting of Stockholders which may properly come before the meeting or
other matters incident to the conduct of the meeting. As to any other matter or
proposal that may properly come before the meeting, including voting for the
election of any person as a Director in place of a nominee named herein who
becomes unable to serve or for good cause will not serve and voting on a
proposal omitted from this Proxy Statement pursuant to the rules of the
Securities and Exchange Commission, it is intended that proxies received will be
voted in accordance with the discretion of the proxy holders.

The form of proxy and the Proxy Statement have been approved by the Board
of Directors and are being mailed and delivered to stockholders by its
authority.

Ralph Lauren
Chairman & Chief Executive Officer

New York, New York
June 26, 1998

------------------------

THE ANNUAL REPORT TO STOCKHOLDERS OF THE COMPANY FOR THE FISCAL YEAR ENDED
MARCH 28, 1998, WHICH INCLUDES FINANCIAL STATEMENTS, HAS BEEN MAILED TO
STOCKHOLDERS OF THE COMPANY. THE ANNUAL REPORT DOES NOT FORM ANY PART OF THE
MATERIAL FOR THE SOLICITATIONS OF PROXIES.

------------------------

30
33
POLO RALPH LAUREN CORPORATION

CLASS A COMMON STOCK

PROXY

ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned, revoking all previous proxies, hereby constitutes and
appoints Michael J. Newman, Nancy A. Platoni Poli and Victor Cohen, and each of
them, proxies with full power of substitution to vote for the undersigned all
shares of Class A Common Stock of Polo Ralph Lauren Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of the Stockholders to be held on August 13, 1998, at the St. Regis
Hotel, 20th Floor Penthouse, 2 East 55th Street, New York, New York, at 9:30
a.m. (local time), and at any adjournment thereof, upon the matters described in
the accompanying Proxy Statement and upon any other business that may properly
come before the meeting or any adjournment thereof.

THIS PROXY WHEN PROPERTY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE NOMINEE OF DIRECTOR,
AND "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS.

This proxy is continued on the reverse side. Please sign on the reverse
side and return promptly.

POLO RALPH LAUREN CORPORATION
P.O. Box 11045
New York, N.Y. 10203-0045
34

Item 1 - Election of (1) Class A Director FOR NOMINEE { } WITHHELD AUTHORITY { }
Nominee for Class A Director: FOR NOMINEE
Allen Questrom

Item 2 - Ratification of appointment of Deloitte & Touche LLP as independent
auditors for the 1999 fiscal year

FOR { } AGAINST { } ABSTAIN { }

IF YOU PLAN ON ATTENDING { } Change of Address and/or { }
THE 1998 ANNUAL MEETING, Comments Mark Here
PLEASE CHECK THE BOX

Please mark, date and sign exactly as your
name appears hereon and return in the
enclosed envelope. If acting as executor,
administrator, trustee, guardian, etc., you
should so indicate when signing. If the
signer is a corporation, please sign the
full corporate name, by duly authorized
officer. If shares are held jointly, each
stockholder named should sign.

DATED: , 1998
--------------------------------

--------------------------------------------

SIGNATURE(S) OF STOCKHOLDER(S)

--------------------------------------------

SIGNATURE(S) OF STOCKHOLDER(S)

--------------------------------------------
TITLE

VOTES MUST BE INDICATED
(X) IN BLACK OF BLUE INK. { }

(PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.)
35
POLO RALPH LAUREN CORPORATION

CLASS B COMMON STOCK

PROXY

ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned, revoking all previous proxies, hereby constitutes and
appoints Michael J. Newman, Nancy A. Platoni Poli and Victor Cohen, and each of
them, proxies with full power of substitution to vote for the undersigned all
shares of Class B Common Stock of Polo Ralph Lauren Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of the Stockholders to be held on August 13, 1998, at the St. Regis
Hotel, 20th Floor Penthouse, 2 East 55th Street, New York, New York, at 9:30
a.m. (local time), and at any adjournment thereof, upon the matters described in
the accompanying Proxy Statement and upon any other business that may properly
come before the meeting or any adjournment thereof.

THIS PROXY WHEN PROPERTY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES OF DIRECTORS,
AND "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS.

This proxy is continued on the reverse side. Please sign on the reverse
side and return promptly.

POLO RALPH LAUREN CORPORATION
P.O. Box 11045
New York, N.Y. 10203-0045
36

Item 1 - Election of (5) Class B Directors FOR NOMINEES { } WITHHELD AUTHORITY { }
Nominees for Class B Directors: FOR NOMINEES
Ralph Lauren
Michael J. Newman
Frank A. Bennack, Jr.
Terry S. Semel
Peter Strom

Item 2 - Ratification of appointment of Deloitte & Touche LLP as independent
auditors for the 1999 fiscal year

FOR { } AGAINST { } ABSTAIN { }

IF YOU PLAN ON ATTENDING { } Change of Address and/or { }
THE 1998 ANNUAL MEETING, Comments Mark Here
PLEASE CHECK THE BOX

DATED: , 1998
-------------------------------

--------------------------------------------

SIGNATURE(S) OF STOCKHOLDER(S)

--------------------------------------------

SIGNATURE(S) OF STOCKHOLDER(S)

--------------------------------------------
TITLE

VOTES MUST BE INDICATED
(X) IN BLACK OF BLUE INK. { }

(PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.)
37
POLO RALPH LAUREN CORPORATION

CLASS C COMMON STOCK

PROXY

ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned, revoking all previous proxies, hereby constitutes and
appoints Michael J. Newman, Nancy A. Platoni Poli and Victor Cohen, and each of
them, proxies with full power of substitution to vote for the undersigned all
shares of Class C Common Stock of Polo Ralph Lauren Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of the Stockholders to be held on August 13, 1998, at the St. Regis
Hotel, 20th Floor Penthouse, 2 East 55th Street, New York, New York, at 9:30
a.m. (local time), and at any adjournment thereof, upon the matters described in
the accompanying Proxy Statement and upon any other business that may properly
come before the meeting or any adjournment thereof.

This proxy is continued on the reverse side. Please sign on the reverse
side and return promptly.

POLO RALPH LAUREN CORPORATION
P.O. Box 11045
New York, N.Y. 10203-0045
38

Item 1 - Election of (1) Class C Director FOR NOMINEE { } WITHHELD AUTHORITY { }
Nominee for Class C Director: FOR NOMINEE
Richard A. Friedman

Item 2 - Ratification of appointment of Deloitte & Touche LLP as independent
auditors for the 1999 fiscal year

FOR { } AGAINST { } ABSTAIN { }

IF YOU PLAN ON ATTENDING { } Change of Address and/or { }
THE 1998 ANNUAL MEETING, Comments Mark Here
PLEASE CHECK THE BOX

DATED: , 1998
--------------------------------

--------------------------------------------

SIGNATURE(S) OF STOCKHOLDER(S)

--------------------------------------------

SIGNATURE(S) OF STOCKHOLDER(S)

--------------------------------------------
TITLE

VOTES MUST BE INDICATED
(X) IN BLACK OF BLUE INK. { }

(PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.)