SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CHANEY GERARD M

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POLO RALPH LAUREN CORP [ RL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr VP Finance and CFO
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option issued pursuant 1997 Long-Term Stock Incentive Plan 23.79 05/22/2003 05/22/2003 A 30,000 05/22/2004(1) 05/22/2013 Class A Common Stock 30,000 $0 30,000 D
Explanation of Responses:
1. Options vest and become exercisable annually in three equal installments beginning May 22, 2004.
Edward W. Scheuermann, Attorney-in-Fact 05/27/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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                                POWER OF ATTORNEY


KNOW EVERYONE BY THESE PRESENTS, that I, Gerald M. Chaney, hereby make,
constitute and appoint Mr. Edward W. Scheuermann, with full power of
substitution, my true and lawful agent and attorney-in-fact and confer upon
such agent and attorney-in-fact the power and authority, in my name, place
and stead, in any way which I could do if personally present:

(1)      to execute for and on my behalf, in my capacity as an officer,
         director and/or stockholder of Polo Ralph Lauren Corporation (the
         "Company"), any and all forms and filings required pursuant to
         Section 16(a) of the Securities Exchange Act of 1934, as amended,
         and the rules thereunder, including, without limitation, Forms 3,
         4 and 5;

(2)      to do and perform any and all acts for and on my behalf (in any of
         the capacities described in paragraph (1) above)) which may be
         necessary or desirable to complete and execute any such forms or
         filings and timely file such forms or filings with the United
         States Securities and Exchange Commission and any stock exchange
         or similar authority; and

(3)      to execute and deliver on my behalf (in any of the capacities
         described in paragraph (1) above) any other forms, filings,
         consents, authorizations, certificates, instruments or other
         documents necessary or desirable to authorize, approve, effect,
         facilitate or consummate any of the transactions described above.

IN WITNESS WHEREOF, I have hereunto set my hand on this 27th day of
February, 2003.




                                         /s/ Gerald M. Chaney
                                    ------------------------------------
                                             Gerald M. Chaney