AMENDMENT NO. 2 TO
                              EMPLOYMENT AGREEMENT

                  Agreement dated as of October 16, 1995 between Polo Ralph
Lauren, L.P. ("Polo" or the "Company") and Cheryl L. Sterling ("Executive").

                  Polo (as successor to Polo Ralph Lauren Corporation) and
Executive are parties to a certain Employment Agreement, dated as of the 26th
day of October, 1993 (as amended, the "Agreement").

                  Effective with today's date, The Ralph Lauren Womenswear
Company, L.P. ("Womenswear"), has obtained a license to sell womenswear products
bearing certain "Ralph Lauren" trademarks and Polo, Womenswear and Executive
have agreed that Executive Will serve as the President and Chief Operating
Officer of Womenswear. The parties wish to confirm the continued effectiveness
of the Agreement.

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

                  1. For purposes of the Agreement, references to employment of
Executive by or with the Company shall be deemed to include employment by or
with Womenswear.

                  2. The Agreement remains in full force and effect and
unmodified except as herein provided, and nothing herein is intended to relieve
Polo with respect to full performance of the obligations of the Company.
                                                                               2


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

                                 POLO RALPH LAUREN, L.P., a Delaware
                                     limited partnership

                                 By:      POLO RALPH LAUREN
                                              CORPORATION, General Partner

                                 By:    /s/ Michael J. Newman
                                    ----------------------------------------

                                 EXECUTIVE:

                                         /s/ Cheryl L. Sterling
                                 -------------------------------------------
                                 Cheryl L. Sterling

Agreed and consented to:
The Ralph Lauren Womenswear Company, L.P., a
     Delaware limited partnership

By:  Polo Ralph Lauren Womenswear, Inc.,
         general partner

By:    /s/ Michael J. Newman
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