Frank A. Bennack, Jr.  

Mr. Bennack has been a director of the Company since January 1998. In June 2008, Mr. Bennack resumed his former role as Chief Executive Officer of The Hearst Corporation, a position he will hold on an interim basis until a successor is named. Mr. Bennack has been the Chairman of the Executive Committee and Vice Chairman of the Board of Directors of The Hearst Corporation since 2002, after serving as President and Chief Executive Officer of The Hearst Corporation since 1979. He is also a member of the Board of Directors of Hearst-Argyle Television, Inc. and serves as the Chairman of Lincoln Center for the Performing Arts.

Joel L. Fleishman

Mr. Fleishman, a director of the Company since January 1999, has been Professor of Law and Public Policy at the Terry Sanford Institute of Public Policy at Duke University since 1971 and the Director of the Samuel and Ronnie Heyman Center for Ethics, Public Policy and the Professions at Duke University since 1989. Mr. Fleishman is also a member of the Board of Directors, as well as Chairman of the Audit Committee, of Boston Scientific Corporation, and serves as Chairman of the Board of Directors of the Urban Institute and Chairman of the Visiting Committee of the Kennedy School of Government, Harvard University.

Terry S. Semel

Mr. Semel has been a director of the Company since September 1997. He has been Chairman and CEO of Windsor Media since January 2008. Mr. Semel served as a non-executive Chairman and a member of the Board of Directors of Yahoo! Inc. from June 2007 to January 2008 and served as the Chairman and Chief Executive Officer of Yahoo! Inc. from May 2001 to June 2007. Mr. Semel was Chairman of the Board and Co-Chief Executive Officer of the Warner Bros. Division of Time Warner Entertainment LP from March 1994 until October 1999, and of the Warner Music Group from November 1995 until October 1999. Prior to 1994, Mr. Semel served both as Vice Chairman and President and Chief Operating Officer of Warner Bros. Mr. Semel is on the Board of Emerson College, The Paley Center for Media and the Los Angeles County Museum of Art.

Ralph Lauren

Mr. Lauren has been the Chairman, Chief Executive Officer and a director of the Company since prior to the Company’s initial public offering in 1997, and was a member of the Advisory Board or Board of Directors of the Company’s predecessors since their organization. Mr. Lauren founded the Company’s business in 1967.

Roger N. Farah

Mr. Farah has been the President, Chief Operating Officer and a director of the Company since April 2000. He was Chairman of the Board of Venator Group, Inc. (now Foot Locker, Inc.) from December 1994 until April 2000, and was Chief Executive Officer of Venator Group, Inc. from December 1994 until August 1999. Mr. Farah is a member of the Board of Directors of Aetna Inc. and a member of the Board of Directors of Progressive Corp.

Jackwyn L. Nemerov

Ms. Nemerov has been an Executive Vice President of the Company since September 2004 and a director of the Company since February 2007. She was President & Chief Operating Officer of Jones Apparel Group, Inc. from January 1998 until March 2002.

John R. Alchin

Mr. Alchin has been a director of the Company since February 2007. He served as Executive Vice President and Co-Chief Financial Officer and Treasurer of Comcast Corporation, a broadband cable provider offering a variety of consumer entertainment and communication products and services, from November 2002 to December 2007. He served as Executive Vice President and Treasurer of Comcast from January 2000 to November 2002. Mr. Alchin joined Comcast in 1990 as Senior Vice President and Treasurer. Mr. Alchin is also a member of the Board of Directors, Audit Committee and Compensation Committee of BNY Hamilton Funds, Inc.

Arnold H. Aronson

Mr. Aronson has been a director of the Company since November 2001. He has been a Managing Director, Retail Strategies at Kurt Salmon Associates, a global management consulting firm specializing in services to retail and consumer products companies, since 1997. In his career, Mr. Aronson served as Chairman and Chief Executive Officer of Saks Fifth Avenue, Inc., Batus Retail Group, the then parent entity of Saks Fifth Avenue, Marshall Fields, Kohls and others, and then of Woodward & Lothrop/John Wanamaker. Mr. Aronson currently serves as Vice Chairman of the Board of Trustees of The New School University and as Chairman of the Board of Governors of its Eugene Lang College and is a member of the Board of Governors of its Parsons School of Design.

Dr. Joyce F. Brown

Dr. Brown has been a director of the Company since May 2001. She has been the President of the Fashion Institute of Technology and Chief Executive Officer of the Educational Foundation for the Fashion Industries since 1998. From 1983 to 1992, Dr. Brown served as Vice Chancellor, as well as the University Dean, of the City University of New York and Acting President of Baruch College. From 1993 to 1994, she served as the Deputy Mayor of Public and Community Affairs for the City of New York. From 1994 to 1998, Dr. Brown was a Professor of Clinical Psychology at the Graduate School and University Center of the City University of New York, where she is now Professor Emerita. Dr. Brown is also a member of the Board of Directors of USEC Inc. and Linens ‘n Things, Inc.

Judith A. McHale

Ms. McHale has been a director of the Company since February 2001. She served as the President and Chief Executive Officer of Discovery Communications, Inc., the parent company of cable television’s Discovery Channel, from June 2004 to December 2006, and served as its President and Chief Operating Officer from 1995 to 2004. Ms. McHale is also a member of the Board of Directors and Audit Committee of Host Hotel & Resorts, Inc. and a member of the Board of Directors of DigitalGlobe Inc.

Steven P. Murphy

Mr. Murphy has been a director of the Company since November 2005. He has served as the President and Chief Executive Officer of Rodale Inc., a privately held publishing company, since 2002. He joined Rodale in 2000 as its President and Chief Operating Officer. Mr. Murphy held the position of Executive Vice President and Managing Director of Disney Publishing Worldwide from 1998 until 2000. From 1991 to 1998, Mr. Murphy served as President of EMI Music/Angel records.

Robert C. Wright

Mr. Wright has been a director of the Company since May 2007. He has been a Senior Advisor at Lee Equity Partners, LLC, an investment firm, since May 2008. He served as the Vice Chairman of General Electric Company’s (“GE”) board and as an Executive Officer and a member of the Corporate Executive Office of GE from 2000 to May 2008. Mr. Wright joined NBC as President and Chief Executive Officer in 1986, and was made Chairman and Chief Executive Officer of the network in 2001. He then served as Chairman and Chief Executive Officer of NBC Universal from 2004 to 2007, and continued to serve as Chairman of the NBC Universal board of directors until 2007. Prior to his association with NBC and NBC Universal, Mr. Wright served as President of General Electric Financial Services and, before that, as President of Cox Cable Communications.

the Company’s Amended and Restated Certificate of Incorporation;

the Company’s Second Amended and Restated By-Laws;

the Company’s Corporate Governance Policies;

the Company’s Audit Committee Charter;

the Company’s Nominating & Governance Committee Charter;

the Company’s Compensation Committee Charter;

the Company’s Code of Business Conduct and Ethics; and

the Company’s Code of Ethics for Principal Executive Officers and Senior Financial Officers.

all information relating to each potential candidate whom the stockholder is recommending that would be required to be disclosed in a solicitation of proxies for the election of such person as a director pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (“Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected;

the name and address of the stockholder giving the notice, as they appear on our books, and of the beneficial owner of those shares; and

the class and number of shares which are owned beneficially or of record by the stockholder and the beneficial owner.

spam

junk mail and mass mailings

product complaints

product inquiries

new product suggestions

resumés and other forms of job inquiries

surveys

business solicitations or advertisements

Ralph Lauren

Roger N. Farah

Jackwyn L. Nemerov

John R. Alchin

Arnold H. Aronson

Frank A. Bennack, Jr.  

Dr. Joyce F. Brown

Joel L. Fleishman

Judith A. McHale

Steven P. Murphy

Terry S. Semel

Robert C. Wright

Tracey T. Travis

Mitchell A. Kosh

FMR Corp.

Select Equity Group, Inc.  

OppenheimerFunds, Inc.  

Barclays Global Investors, NA

Baron Capital Group Inc.  

All directors and executive officers as a group (14 persons)

Less than 1.0%

Each share of Class B 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 will be automatically converted into one share of Class A Common Stock upon transfer to a person who is not a member of the Lauren family.

Consists of vested options representing the right to purchase shares of Class A Common Stock. Does not include unvested options to purchase 200,000 shares of Class A Common Stock and 403,309 unvested restricted stock units that entitle Mr. Lauren to receive an equal number of shares of Class A Common Stock and that are subject to accelerated vesting in certain circumstances as described under “Executive Employment Agreements—Ralph Lauren’s Employment Agreement.”

Includes (i) 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, (ii) 10,756,171 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, (iii) 26,272 shares of Class B Common Stock owned by RL Holding Group, Inc., (iv) 8,658,882 shares held by certain grantor retained annuity trusts established by Mr. Lauren of which Mr. Lauren and Roger N. Farah are the trustees and (v) 3,183,862 shares held by certain grantor retained annuity trusts established by Ricky Lauren, Mr. Lauren’s wife, of which Ms. Lauren and Mr. Farah are the trustees. The 10,756,171 shares of Class B Common Stock held by RL Holding, L.P. constitute 24.9% of the total number of outstanding shares of Class B Common Stock. This amount excludes 660,740 shares of Class B Common Stock distributed on December 17, 2007 from one of Mr. Lauren’s terminating grantor retained annuity trusts to a successor trust for the benefit of Mr. Lauren’s issue and for various trusts of which Mr. Lauren is a grantor. Mr. Lauren was a trustee of the terminating grantor retained annuity trust. Mr. Lauren is not a trustee of the successor trust and Mr. Farah is one of the trustees of this successor trust. This amount also excludes 816,138 shares of Class B Common Stock distributed on April 15, 2008 from one of the terminating grantor retained annuity trusts held by Ms. Lauren to a successor trust for the benefit of Ms. Lauren’s issue and for various trusts of which Ms. Lauren is a grantor. Ms. Lauren was a trustee of the terminating grantor retained annuity trust. Ms. Lauren is not a trustee of the successor trust and Mr. Farah is one of the trustees of this successor trust.

Includes vested options representing the right to purchase 450,000 shares of Class A Common Stock. Does not include an aggregate of 545,748 unvested restricted stock units, 376,552 of which are performance based. Does not include an aggregate of 11,842,744 shares of Class B Common Stock held by grantor retained annuity trusts established by Ralph Lauren and Ricky Lauren of which Mr. Farah is a co-trustee. Does not include an aggregate of 1,476,878 shares of Class B Common Stock held by successor trusts established by Ralph Lauren and Ricky Lauren for the benefit of their issues of which Mr. Farah serves as one of the trustees.

Includes 30,000 restricted shares of Class A Common Stock and vested options to purchase 281,270 shares of Class A Common Stock. Does not include unvested options to purchase 34,170 shares of Class A Common Stock or unvested performance based restricted stock units with respect to 39,834 shares of Class A Common Stock, subject to upward adjustment.

Includes 786 restricted shares of Class A Common Stock and vested options representing the right to purchase 2,500 shares of Class A Common Stock. Does not include unvested options representing the right to purchase 7,007 shares of Class A Common Stock.

Includes 3,000 shares owned by Mr. Aronson’s spouse, 1,142 restricted shares of Class A Common Stock and vested options representing the right to purchase 14,036 shares of Class A Common Stock. Does not include unvested options to purchase 3,079 shares of Class A Common Stock.

Includes 1,142 restricted shares of Class A Common Stock and vested options representing the right to purchase 24,536 shares of Class A Common Stock. Does not include unvested options to purchase 3,079 shares of Class A Common Stock.

Includes 1,142 restricted shares of Class A Common Stock and vested options representing the right to purchase 3,536 shares of Class A Common Stock. Does not include unvested options to purchase 3,079 shares of Class A Common Stock.

Includes 4,000 shares held indirectly in a retirement account, 1,142 restricted shares of Class A Common Stock and vested options representing the right to purchase 21,536 shares of Class A Common Stock. Does not include unvested options to purchase 3,079 shares of Class A Common Stock.

Includes 1,142 restricted shares of Class A Common Stock and vested options representing the right to purchase 23,036 shares of Class A Common Stock. Does not include unvested options to purchase 3,079 shares of Class A Common Stock.

Includes 1,142 restricted shares of Class A Common Stock and vested options representing the right to purchase 8,036 shares of Class A Common Stock. Does not include unvested options to purchase 3,079 shares of Class A Common Stock.

Includes 1,142 restricted shares of Class A Common Stock and vested options representing the right to purchase 24,536 shares of Class A Common Stock. Does not include unvested options to purchase 3,079 shares of Class A Common Stock.

Includes 786 restricted shares of Class A Common Stock and vested options representing the right to purchase 2,500 shares of Class A Common Stock. Does not include unvested options to purchase 7,007 shares of Class A Common Stock.

Includes vested options representing the right to purchase 78,495 shares of Class A Common Stock. Does not include unvested options to purchase 13,469 shares of Class A Common Stock or unvested performance based restricted stock units with respect to 9,640 shares of Class A Common Stock, subject to upward adjustment.

Includes vested options representing the right to purchase 9,450 shares of Class A Common Stock. Does not include unvested options to purchase 4,504 shares of Class A Common Stock or unvested performance based restricted stock units with respect to 6,880 shares of Class A Common Stock, subject to upward adjustment.

According to a Schedule 13G dated March 7, 2008: (i) Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR Corp., is the beneficial owner of 7,928,590 shares of Class A Common Stock as a result of Fidelity acting as investment advisor to various investment companies registered under Section 8 of the Investment Company Act of 1940 (the “Fidelity Funds”); (ii) Strategic Advisers, Inc. (“SAI”) is the beneficial owner of 67 shares of Class A Common Stock; (iii) FIL Limited (“FIL”) is the beneficial owner of 488,892 shares of Class A Common Stock; (iv) Pyramis Global Advisors, LLC (“PGALLC”) is the beneficial owner of 85,100 shares of Class A Common Stock; and Pyramis Global Advisors Trust Company (“PGATC”) is the beneficial owner of 234,479 shares of Class A Common Stock. Each of FMR Corp. and Edward C. Johnson 3d, Chairman of FMR Corp., may be deemed to beneficially own the shares of Class A Common Stock beneficially owned by Fidelity, SAI, PGALLC and PGATC. Each of Edward C. Johnson 3d and FMR Corp., through its control of Fidelity and the Fidelity Funds, has the sole power to dispose of the 7,928,590 shares of Class A Common Stock owned by the Fidelity Funds. Each of Edward C. Johnson 3d and FMR Corp, through its control of SAI, has the sole power to vote or direct the vote of, and to dispose of, the 67 shares of Class A Common Stock owned by individuals to which they provide advisory services. FIL has sole dispositive power over 488,892 shares of Class A Common Stock and sole power to vote or direct the vote over 447,592 shares of Class A Common Stock. Each of Edward C. Johnson 3d and FMR Corp, through its control of PGALLC has the sole power to vote or direct the vote of, and to dispose of, the 85,100 shares of Class A Common Stock owned by institutional accounts managed by PGALLC. Each of Edward C. Johnson 3d and FMR Corp, through its control of PGATC, has the sole power to vote or direct the vote over 226,279 shares of Class A Common Stock and sole dispositive power over 226,279 shares of Class A Common Stock owned by institutional accounts managed by PGATC. Neither FMR Corp. nor Edward C. Johnson has the sole power to vote or direct the voting of the shares of Class A Common Stock owned directly by the Fidelity Funds. The address of each of these persons, other than FIL, PGALLC and PGATC, is 82 Devonshire Street, Boston, Massachusetts 02109. The address of FIL is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda. The address for PGALLC and PGATC is 53 State Street, Boston, Massachusetts, 02109.

According to a Schedule 13G dated February 11, 2008, Select Equity Group, Inc. (“SEG”), Select Offshore Advisors, LLC (“SOA”) and George S. Loening, by virtue of his position as President and controlling shareholder of SEG and the manager of SOA, has sole voting and dispositive power of 5,850,722 shares of Class A Common Stock. SEG is the beneficial owner of 4,425,591 shares and SOA is the beneficial owner of 1,425,131 shares. The address of SEG, SOA and George S. Loening is 380 Lafayette Street, 6th Floor, New York, New York 10003.

According to a Schedule 13G dated February 5, 2008, OppenheimerFunds, Inc. is the beneficial owner of 5,468,176 shares of Class A Common Stock with shared voting and dispositive power. The address of OppenheimerFunds, Inc. is Two World Financial Center, 225 Liberty Street, New York, New York 10281.

(20)

According to a Schedule 13G dated January 10, 2008, Barclays Global Investors (Deutschland) AG (“BGID”) has aggregate sole voting power over 3,720,252 shares of Class A Common Stock and aggregate sole dispositive power over 4,310,841 shares of Class A Common Stock through various investment advisors composed of (i) Barclays Global Investors, NA (“BGINA”) which beneficially owns 3,188,625 shares of Class A Common Stock with sole voting power over 2,701,965 shares and dispositive power over 3,188,625 shares, (ii) Barclays Global Fund Advisors (“BGFA”) which beneficially owns 533,176 shares of Class A Common Stock with sole voting and sole dispositive power over such shares, (iii) Barclays Global Investors, LTD (“BGILTD”) which beneficially owns 350,877 shares of Class A Common Stock with sole voting power over 246,948 shares and sole dispositive power over 350,877 shares, (iv) Barclays Global Investors Japan Limited (“BGIJL”) which beneficially owns 176,844 shares of Class A Common Stock with sole voting and sole dispositive power over such shares, and (v) Barclays Global Investors Canada Limited (“BGICL”) which beneficially owns 61,319 shares of Class A Common Stock with sole voting and sole dispositive power over such shares. The address for BGID is Apianstrasse 6 D-85774, Unterfohring, Germany. The address for BGINA and BGFA is 45 Fremont Street, San Francisco, CA 94105. The address for BGILTD is 1 Royal Mint Court, London EC3N 4HH, England. The address for BGIJL is Ebisu Prime Square Tower 8^th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo 150-8402, Japan. The address for BGICL is Brookfield Place, 161 Bay Street, Suite 2500, PO Box 614, Toronto, Canada, Ontario M5J 2S1.

According to a Schedule 13G dated February 14, 2008, Baron Capital Group, Inc. (“BCG”) and Ronald Baron by virtue of the control of the entities Bamco, Inc. (“BAMCO”) and Baron Capital Management, Inc. (“BCM”), investment advisors, may be deemed to be the beneficial owners of 3,459,020 shares of Class A Common Stock. BCG, BCM and Ronald Baron have sole voting and dispositive power over 25,000 shares of Class A Common Stock. BCG and Ronald Baron have shared voting power over 3,406,520 shares of Class A Common Stock and shared dispositive power over 3,434,020 shares of Class A Common stock. BAMCO has shared voting power over 3,265,000 shares of Class A Common Stock and shared dispositive power over 3,287,500. BCM has shared voting power over 141,250 shares of Class A Common Stock and shared dispositive power over 146,250 shares of Class A Common Stock. The address of BCG, BAMCO, BCM and Ronald Baron is 767 Fifth Avenue, New York, New York 10153.

Includes vested options granted under the Company’s 1997 Stock Incentive Plan and the Company’s prior 1997 Non-Employee Director Stock Option Plan (such plan expired on December 31, 2006) representing options for the right to acquire 2,368,667 shares of Class A Common Stock and 39,566 restricted shares of Class A Common Stock granted under the Company’s 1997 Stock Incentive Plan. Does not include unvested options granted under the 1997 Stock Incentive Plan and the Company’s prior 1997 Non-Employee Director Stock Option Plan (such plan expired on December 31, 2006) representing options for the right to acquire 287,710 shares of Class A Common Stock or 1,005,411 unvested restricted stock units granted under the 1997 Stock Incentive Plan.

the annual retainer fee for each non-employee director is $45,000;

the annual retainer fee for each Committee Chair is $15,000; and

the annual equity award for non-employee directors is an annual award based on a target equity value of $94,000. One-half of the target equity value will be delivered in the form of stock options and one-half will be delivered in the form of restricted shares of Class A Common Stock. The options and the restricted shares of Class A Common Stock will vest over three years in equal annual installments. The stock option exercise term for stock option awards granted after August 11, 2006 is seven years.

Name

John R. Alchin

Arnold H. Aronson

Frank A. Bennack, Jr.  

Dr. Joyce F. Brown

Joel L. Fleishman

Judith A. McHale

Steven P. Murphy

Terry S. Semel

Robert C. Wright

Effective on August 11, 2006, the annual retainer for each non-employee director increased from $35,000 to $45,000 and for each Committee Chair from $7,500 to $15,000. The fee paid to non-employee directors for each meeting of a Committee of the Board of Directors that a director attends remained unchanged at $2,000 per Committee meeting.

The stock compensation amounts shown on the table do not reflect compensation actually received by the non-employee directors. The stock compensation amounts reported in this column instead represent the compensation expense, without reduction for any risk of forfeiture, recognized by the Company for financial statement reporting purposes related to stock options awarded to directors for fiscal 2007 and for stock options and restricted stock awarded to directors for fiscal 2008. The Company recognizes compensation expense for stock options on an accelerated basis. For option awards granted prior to fiscal 2007 with a two year vesting period, this has the effect of 75% of the total compensation expense being recognized in the first year and 25% being recognized in the second year. For option awards granted in fiscal 2007 and fiscal 2008 with a three year vesting period, this has the effect of approximately 60% of the total compensation expense being recognized in the first year, 30% being recognized in the second year and 10% being

recognized in the third year. The Company recognizes compensation expense for restricted stock based on the grant date fair value expensed ratably over the three year vesting period. These amounts have been determined in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) (“FAS 123(R)”) and include amounts from stock option awards granted both during and prior to fiscal 2007 and fiscal 2008. Assumptions used in the calculations of these amounts are included in footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K.

John R. Alchin was appointed to the Board of Directors and as a member of the Audit Committee on February 6, 2007 during the Company’s fiscal 2007 year. Fiscal 2008 compensation included:

$45,000 in annual retainer fees;

$8,000 for attendance at meetings of the Audit Committee; and

$128,921 representing compensation expense associated with an initial grant of options as of February 6, 2007 to purchase 7,500 shares of the Company’s Class A Common Stock. The grant date fair value of these 7,500 options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $229,350, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. At the end of fiscal 2008, Mr. Alchin held options to purchase 7,500 shares of the Company’s Class A Common Stock.

John R. Alchin’s pro-rated Fiscal 2007 compensation included:

$6,552.20 in annual retainer fees pro-rated from the annual fee of $45,000 per year; and

$24,979 representing compensation expense associated with an initial grant of options as of February 6, 2007 to purchase 7,500 shares of the Company’s Class A Common Stock. The grant date fair value of these 7,500 options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $229,350, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2007 Annual Report on Form 10-K. At the end of fiscal 2007, Mr. Alchin held options to purchase 7,500 shares of the Company’s Class A Common Stock.

Arnold H. Aronson is a member of the Nominating & Governance Committee. Fiscal 2008 compensation included:

$45,000 in annual retainer fees;

$4,000 for attendance at meetings of the Nominating & Governance Committee; and

$46,868 representing compensation expense associated with an annual grant as of April 1, 2007 of options to purchase 1,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock and $5,958 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of the 534 shares of restricted stock granted on April 1, 2007 was $46,914, based upon the fair value of the Company’s Class A Common Stock on the date of the grant. The grant date fair value of the options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $51,197 for the 1,608 options granted on April 1, 2007 and $60,180 for the 3,000 options granted on April 1, 2006, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. The grant date fair value of the restricted stock was based on the fair value of the Company’s Class A Common Stock on the date of the grant. At the end of fiscal 2008, Mr. Aronson held options to purchase 15,108 shares of the Company’s Class A Common Stock and 534 shares of restricted stock.

Arnold H. Aronson’s fiscal 2007 compensation included:

$41,401.10 in annual retainer fees based upon a fee of $35,000 per year from April 2, 2006 to August 10, 2006 and $45,000 per year from August 11, 2006 to March 31, 2007;

$2,000 for attendance at meetings of the Nominating & Governance Committee; and

$15,948 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock and $4,618 representing compensation expense associated with an annual grant as of April 1, 2005 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of these options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $60,180 for the 3,000 options granted on April 1, 2006 and $46,650 for the 3,000 options granted on April 1, 2005, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2007 Annual Report on Form 10-K. At the end of fiscal 2007, Mr. Aronson held options to purchase 13,500 shares of the Company’s Class A Common Stock.

Frank A. Bennack, Jr. is Chair of the Audit Committee and a member of the Compensation Committee. Fiscal 2008 compensation included:

$45,000 in annual retainer fees;

$15,000 for an annual retainer fee as Chair of the Audit Committee;

$22,000 for attendance at meetings of the Audit Committee and Compensation Committee; and

$46,868 representing compensation expense associated with an annual grant as of April 1, 2007 of options to purchase 1,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock and $5,958 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of the 534 shares of restricted stock granted on April 1, 2007 was $46,914, based upon the fair value of the Company’s Class A Common Stock on the date of the grant. The grant date fair value of the options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $51,197 for the 1,608 options granted on April 1, 2007 and $60,180 for the 3,000 options granted on April 1, 2006, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. The grant date fair value of the restricted stock was based on the fair value of the Company’s Class A Common Stock on the date of the grant. At the end of fiscal 2008, Mr. Bennack held options to purchase 25,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock.

Frank A. Bennack, Jr.’s fiscal 2007 compensation included:

$41,401.10 in annual retainer fees based upon a fee of $35,000 per year from April 2, 2006 to August 10, 2006 and $45,000 per year from August 11, 2006 to March 31, 2007;

$12,300.82 for an annual retainer fee as Chair of the Audit Committee based upon a fee of $7,500 per year from April 2, 2006 to August 10, 2006 and $15,000 per year from August 11, 2006 to March 31, 2007;

$20,000 for attendance at meetings of the Audit Committee and Compensation Committee; and

$15,948 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock and $4,618 representing compensation expense associated with an annual grant as of April 1, 2005 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of these options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $60,180 for the 3,000 options granted on April 1, 2006 and $46,650 for the 3,000 options granted on April 1, 2005, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2007 Annual Report on Form 10-K. At the end of fiscal 2007, Mr. Bennack held options to purchase 31,500 shares of the Company’s Class A Common Stock.

Dr. Joyce F. Brown is Chair of the Nominating & Governance Committee and a member of the Audit Committee. Fiscal 2008 compensation included:

$45,000 in annual retainer fees;

$15,000 for an annual retainer fee as Chair of the Nominating & Governance Committee;

$10,000 for attendance at meetings of the Nominating & Governance Committee and Audit Committee; and

$46,868 representing compensation expense associated with an annual grant as of April 1, 2007 of options to purchase 1,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock and $5,958 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of the 534 shares of restricted stock granted on April 1, 2007 was $46,914, based upon the fair value of the Company’s Class A Common Stock on the date of the grant. The grant date fair value of the options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $51,197 for the 1,608 options granted on April 1, 2007 and $60,180 for the 3,000 options granted on April 1, 2006, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. The grant date fair value of the restricted stock was based on the fair value of the Company’s Class A Common Stock on the date of the grant. At the end of fiscal 2008, Dr. Brown held options to purchase 4,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock.

Dr. Joyce F. Brown’s fiscal 2007 compensation included:

$41,401.10 in annual retainer fees based upon a fee of $35,000 per year from April 2, 2006 to August 10, 2006 and $45,000 per year from August 11, 2006 to March 31, 2007;

$12,300.82 for an annual retainer fee as Chair of the Nominating & Governance Committee based upon a fee of $7,500 per year from April 2, 2006 to August 10, 2006 and $15,000 per year from August 11, 2006 to March 31, 2007;

$14,000 for attendance at meetings of the Audit Committee and Nominating & Governance Committee; and

$15,948 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock and $4,618 representing compensation expense associated with an annual grant as of April 1, 2005 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of these options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $60,180 for the 3,000 options granted on April 1, 2006 and $46,650 for the 3,000 options granted on April 1, 2005, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2007 Annual Report on Form 10-K. At the end of fiscal 2007, Dr. Brown held options to purchase 22,500 shares of the Company’s Class A Common Stock.

Joel L. Fleishman is Chair of the Compensation Committee and a member of the Nominating & Governance Committee. Fiscal 2008 compensation included:

$45,000 in annual retainer fees;

$15,000 for an annual retainer fee as Chair of the Compensation Committee;

$16,000 for attendance at meetings of the Compensation Committee and Nominating & Governance Committee; and

$46,868 representing compensation expense associated with an annual grant as of April 1, 2007 of options to purchase 1,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock and $5,958 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of the 534 shares of restricted stock granted on April 1, 2007 was $46,914, based upon the fair value of the Company’s Class A Common Stock on the date of the grant. The grant date fair value of the options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $51,197 for the 1,608 options granted on April 1, 2007 and $60,180 for the 3,000 options granted on April 1, 2006, based on assumptions noted in footnote 18 of the notes to the

Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. The grant date fair value of the restricted stock was based on the fair value of the Company’s Class A Common Stock on the date of the grant. At the end of fiscal 2008, Mr. Fleishman held options to purchase 22,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock.

Joel L. Fleishman’s fiscal 2007 compensation included:

$41,401.10 in annual retainer fees based upon a fee of $35,000 per year from April 2, 2006 to August 10, 2006 and $45,000 per year from August 11, 2006 to March 31, 2007;

$12,300.82 for an annual retainer fee as Chair of the Compensation Committee based upon a fee of $7,500 per year from April 2, 2006 to August 10, 2006 and $15,000 per year from August 11, 2006 to March 31, 2007;

$18,000 for attendance at meetings of the Compensation Committee and Nominating & Governance Committee; and

$15,948 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock and $4,618 representing compensation expense associated with an annual grant as of April 1, 2005 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of these options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $60,180 for the 3,000 options granted on April 1, 2006 and $46,650 for the 3,000 options granted on April 1, 2005, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2007 Annual Report on Form 10-K. At the end of fiscal 2007, Mr. Fleishman held options to purchase 28,500 shares of the Company’s Class A Common Stock.

Judith A. McHale is a member of the Audit Committee. Fiscal 2008 compensation included:

$45,000 in annual retainer fees;

$10,000 for attendance at meetings of the Audit Committee; and

$46,868 representing compensation expense associated with an annual grant as of April 1, 2007 of options to purchase 1,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock and $5,958 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of the 534 shares of restricted stock granted on April 1, 2007 was $46,914, based upon the fair value of the Company’s Class A Common Stock on the date of the grant. The grant date fair value of the options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $51,197 for the 1,608 options granted on April 1, 2007 and $60,180 for the 3,000 options granted on April 1, 2006, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. The grant date fair value of the restricted stock was based on the fair value of the Company’s Class A Common Stock on the date of the grant. At the end of fiscal 2008, Ms. McHale held options to purchase 24,108 shares of the Company’s Class A Common Stock and 534 shares of restricted stock.

Judith A. McHale’s fiscal 2007 compensation included:

$41,401.10 in annual retainer fees based upon a fee of $35,000 per year from April 2, 2006 to August 10, 2006 and $45,000 per year from August 11, 2006 to March 31, 2007;

$10,000 for attendance at meetings of the Audit Committee; and

$15,948 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock and $4,618 representing compensation expense associated with an annual grant as of April 1, 2005 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of these options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $60,180 for the 3,000 options granted on April 1, 2006 and $46,650 for the 3,000 options granted on April 1, 2005, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in

the Company’s 2007 Annual Report on Form 10-K. At the end of fiscal 2007, Ms. McHale held options to purchase 22,500 shares of the Company’s Class A Common Stock.

Steven P. Murphy is a member of the Nominating & Governance Committee and was appointed a member of the Compensation Committee on August 9, 2007. Fiscal 2008 compensation included:

$45,000 in annual retainer fees;

$8,000 for attendance at meetings of the Compensation Committee and Nominating & Governance Committee; and

$46,868 representing compensation expense associated with an annual grant as of April 1, 2007 of options to purchase 1,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock and $32,158 representing compensation expense associated with an initial grant of options as of November 28, 2005 to purchase 7,500 shares of the Company’s Class A Common Stock. The grant date fair value of the 534 shares of restricted stock granted on April 1, 2007 was $46,914, based upon the fair value of the Company’s Class A Common Stock on the date of the grant. The grant date fair value of the options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $51,197 for the 1,608 options granted on April 1, 2007 and $128,625 for the 7,500 options granted on November 28, 2005, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. The grant date fair value of the restricted stock was based on the fair value of the Company’s Class A Common Stock on the date of the grant. At the end of fiscal 2008, Mr. Murphy held options to purchase 9,108 shares of the Company’s Class A Common Stock and 534 shares of restricted stock.

Steven P. Murphy’s fiscal 2007 compensation included:

$41,401.10 in annual retainer fees based upon a fee of $35,000 per year from April 2, 2006 to August 10, 2006 and $45,000 per year from August 11, 2006 to March 31, 2007;

$8,000 for attendance at meetings of the Nominating & Governance Committee; and

$74,624 representing compensation expense associated with an initial grant of options as of November 28, 2005 to purchase 7,500 shares of the Company’s Class A Common Stock. The grant date fair value of these 7,500 options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $128,625, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2007 Annual Report on Form 10-K. At the end of fiscal 2007, Mr. Murphy held options to purchase 7,500 shares of the Company’s Class A Common Stock.

Terry S. Semel is a member of the Compensation Committee. Fiscal 2008 compensation included:

$45,000 in annual retainer fees;

$8,000 for attendance at meetings of the Compensation Committee; and

$46,868 representing compensation expense associated with an annual grant as of April 1, 2007 of options to purchase 1,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock and $5,958 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of the 534 shares of restricted stock granted on April 1, 2007 was $46,914, based upon the fair value of the Company’s Class A Common Stock on the date of the grant. The grant date fair value of the options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $51,197 for the 1,608 options granted on April 1, 2007 and $60,180 for the 3,000 options granted on April 1, 2006, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. The grant date fair value of the restricted stock was based on the fair value of the Company’s Class A Common Stock on the date of the grant. At the end of fiscal 2008, Mr. Semel held options to purchase 25,608 shares of the Company’s Class A Common Stock and 534 shares of restricted stock.

Terry S. Semel’s fiscal 2007 compensation included:

$41,401.10 in annual retainer fees based upon a fee of $35,000 per year from April 2, 2006 to August 10, 2006 and $45,000 per year from August 11, 2006 to March 31, 2007;

$4,000 for attendance at meetings of the Compensation Committee; and

$15,948 representing compensation expense associated with an annual grant as of April 1, 2006 of options to purchase 3,000 shares of the Company’s Class A Common Stock and $4,618 representing compensation expense associated with an annual grant as of April 1, 2005 of options to purchase 3,000 shares of the Company’s Class A Common Stock. The grant date fair value of these options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $60,180 for the 3,000 options granted on April 1, 2006 and $46,650 for the 3,000 options granted on April 1, 2005, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2007 Annual Report on Form 10-K. At the end of fiscal 2007, Mr. Semel held options to purchase 34,500 shares of the Company’s Class A Common Stock.

Robert C. Wright was appointed to the Board of Directors on May 23, 2007 and as a member of the Nominating & Governance Committee on August 9, 2007. Fiscal 2008 compensation included:

$38,447.80 in annual retainer fees pro-rated from the annual fee of $45,000 per year;

$133,789 representing compensation expense associated with an initial grant of options as of May 23, 2007 to purchase 7,500 shares of the Company’s Class A Common Stock. The grant date fair value of these 7,500 options, estimated using the Black-Scholes option-pricing model in accordance with FAS 123(R), was $256,584, based on assumptions noted in footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. At the end of fiscal 2008, Mr. Wright held options to purchase 7,500 shares of the Company’s Class A Common Stock.

Robert C. Wright was appointed to the Board of Directors on May 23, 2007, after the end of the Company’s 2007 fiscal year, and thus, received no compensation or options to purchase shares of the Company’s Class A Common Stock in fiscal 2007.

Goal Achievement—The Company’s strategic and operating goals seek to drive performance in the Company’s wholesale, retail and licensing markets to create shareholder value. The Company’s compensation program is closely aligned with these goals to continually challenge individuals to perform at their highest levels.

Professional Growth—The compensation program is designed to create an environment that encourages, rewards and sustains professional growth. Compensation and reward opportunities are designed to reflect an individual’s development and job performance in his or her position and the nature of the employee’s contribution to the Company’s overall success.

Link to Company Affiliation—The Company is a complex international organization that remains focused on bringing collective effort to bear on common goals. The Company’s compensation program seeks to reinforce teamwork and a strong link to company affiliation.

Competitive Compensation—To support its goals of attracting and retaining quality talent, the Company has taken significant steps to maintain its compensation at competitive levels while at the same time seeking to avoid inequities within the Company. While the Company considers, among other things, competitive market compensation paid by other companies in establishing its compensation programs, it does not attempt to maintain a certain target percentile within a peer group or otherwise rely exclusively on this type of data to determine executive compensation.

the Company’s performance;

the individual’s current and historical performance and contribution to the Company; and

the individual’s role and unique skills.

net revenues,

gross profit,

net income before taxes,

selling, general and administrative expenses as a percentage of net revenues, and

inventory turn rate and inventory shrinkage control.

Threshold: the minimum level of performance for which a bonus is paid and typically set at 80% to 90% of the Target level. No bonuses will be earned if the Threshold level of performance is not achieved.

Target: 100% achievement of financial goals.

Maximum: achievement at a superior level of performance of up to 110% of the Target Level.

participants in the EOAIP may have individual payout schedules based upon each such participant’s existing employment agreement;

participants in the EOAIP are eligible for a bonus opportunity based 100% on the Company’s total performance without consideration of performance within a specific division; and

strategic financial goals are tailored for EOAIP participants based on overall company goals.

net earnings or net income (before or after taxes);

basic or diluted earnings per share;

net operating profit;

net revenue or net revenue growth;

gross profit or gross profit growth; or

return on assets.

Name

Ralph Lauren

Roger N. Farah

Jackwyn L. Nemerov

Tracey T. Travis

Mitchell A. Kosh

The grant of restricted stock units will cliff vest in its entirety on the fifth anniversary of the grant.

The stock options for Mr. Lauren have an exercise term of ten years and the stock options for the other three named executive officers who received stock options in fiscal 2008 have an exercise term of seven years. All options vest ratably on the first three anniversaries of the date of grant.

This grant will be eligible to vest in full at the end of fiscal 2010 subject to the achievement of the performance measure goal set by the Compensation Committee. The performance measure goal of net earnings for this award is the same as that set for the Cliff RPSUs issued to all other Executives in fiscal 2008. However, unlike the Cliff RPSUs for the other Executives, Cliff RPSUs granted to Mr. Farah do not provide for payouts above or below the 100% Target level.

Amount of Vested Balance

$1 million or more

$500,000-$999,999

$100,000-$499,999

less than $100,000

Name and Principal Position

Ralph Lauren

Chairman & CEO

Roger Farah

President & COO

Jackwyn Nemerov

Executive Vice President

Tracey Travis

SVP and
Chief Financial Officer

Mitchell Kosh

SVP Human
Resources and Legal

The amounts reported in this column represent base salaries paid to each of the named executive officers for fiscal 2007 and fiscal 2008 as provided for in each of their respective employment agreements. See “Executive Employment Agreements”.

The named executive officers did not receive any discretionary bonuses, sign-on bonuses, or other annual bonus payments that are not contingent on the achievement of stipulated performance goals. Cash bonus payments that are contingent on achieving pre-established, substantially uncertain and communicated goals, including payments under the EOAIP, appear in the column headed, “Non-Equity Incentive Plan Compensation”.

The amounts reported in this column represent the dollar amount of restricted stock and restricted stock unit (“RSU”) awards recognized, or “expensed,” for each of the named executive officers as compensation costs for financial reporting purposes (excluding forfeiture assumptions) in accordance with FAS 123(R) for fiscal 2007 and fiscal 2008. Under FAS 123(R), the fair value of the restricted stock and RSU awards is estimated on the grant date. See footnote 18 of the notes to the Company’s financial statements in the Company’s 2007 Annual Report on Form 10-K and footnote 18 of the notes to the Company’s financial statements in the Company’s 2008 Annual Report on Form 10-K. Fiscal year 2007 was the first fiscal year in which the Company awarded Pro-Rata RSUs. See “Compensation Discussion and Analysis—Components of Executive Compensation—Long-Term Equity Based Awards” for a description of the determination of RSU awards and certain material terms and conditions of the RSUs.

The stock compensation amounts do not reflect compensation actually received by the named executive officer. The amounts reported in this column instead represent the compensation expense, without reduction for any risk of forfeiture, recognized by the Company for financial statement reporting purposes related to stock options for fiscal 2007 and fiscal 2008 in accordance with FAS 123(R).

The amounts reported in this column represent payments made under the EOAIP in June 2007 with respect to Fiscal 2007 and in June 2008 with respect to Fiscal 2008.

The named executive officers did not receive any above-market or preferential earnings on compensation deferred on a basis that is not tax qualified. See “Non-Qualified Deferred Compensation Table”.

The amounts reported in this column represent the aggregate dollar amount for each named executive officer of all other compensation for the year, including perquisites and other personal benefits. Under the SEC rules, the Company is required to identify by type all perquisites and other personal benefits for a named executive officer if the total value for that individual equals or exceeds $10,000, and to report and quantify each perquisite or personal benefit that exceeds the greater of $25,000 or 10% of the total amount for that individual. In fiscal 2008, Mr. Lauren received perquisites and other personal benefits including supplemental medical expenses ($70,693), use of an automobile and driver ($62,600), reimbursement for personal travel ($311,370), personal use of the Company’s aircraft, personal security and merchandise discounts. In fiscal 2008, Mr. Farah received perquisites and other personal benefits including personal use of the Company’s aircraft ($139,320), an automobile allowance, financial planning services, supplemental medical expenses and merchandise discounts. The calculation of incremental cost to the Company for any executive’s personal use of the Company’s aircraft includes the variable costs incurred by the Company as a result thereof consisting of a portion of aircraft fuel, any flight-related fees and any travel expenses for the flight crew. In fiscal 2008, Ms. Nemerov received perquisites and other personal benefits, including use of an automobile and driver ($104,289), financial planning services, supplemental medical expenses and merchandise discounts. In addition, in fiscal 2008, Ms. Nemerov received a tax gross-up payment of $79,548 to cover her tax liability with respect to the use of the automobile and driver. In fiscal 2008, Ms. Travis received perquisites and other personal benefits, including an automobile allowance, supplemental medical expenses, an executive medical exam and merchandise discounts. In fiscal 2008, Mr. Kosh received perquisites and other personal benefits including personal use of the Company’s aircraft, financial planning services, an automobile allowance, supplemental medical expenses and merchandise discounts.

The amounts reported in this column are the sum of columns 1 through 7 for each of the named executive officers. All compensation amounts reported in this column include amounts paid and amounts deferred.

Name

Ralph Lauren

Roger Farah

Jackwyn Nemerov

Tracey Travis

Mitchell Kosh

The Compensation Committee approved Ms. Travis’s December 28, 2007 grants at the November 5, 2007 Compensation Committee meeting. These grants to Ms. Travis became effective as of the last business day of the fiscal quarter.

Represents grants of cash incentive awards under the Company’s EOAIP. See “Compensation Discussion and Analysis—Components of Executive Compensation—Annual Cash Incentive Bonuses” for a description of the material terms of these awards.

Represents the amount of RPSUs, including both Cliff RPSUs and Pro-Rata RPSUs, that were granted in fiscal 2008. See “Compensation Discussion and Analysis—Components of Executive Compensation—Long-Term Equity Based Awards” for a description of the material terms of these awards.

Represents restricted stock units (RSUs) granted pursuant to Mr. Lauren’s employment agreement in fiscal 2008. See “Executive Employment Agreements” for a description of the material terms of these RSUs.

Represents the number of stock options granted in fiscal 2008 under the Company’s 1997 Stock Incentive Plan. These options vest and become exercisable ratably in three equal annual installments beginning one year after the grant date.

Represents the exercise price for the stock options granted, which was the fair market value (calculated as the average of the high and low stock prices on the NYSE) of the Company’s Class A Common Stock on the grant date.

Term: Mr. Lauren’s Prior Employment Agreement provided for an initial five-year term ending on March 29, 2008, the last day in the Company’s 2008 fiscal year, subject to automatic, successive one-year extensions thereafter unless either party gives the other at least 90 days’ notice that the term will not be extended. Mr. Lauren’s New Employment Agreement, which commenced on March 30, 2008 provides for a five-year term ending on March 30, 2013, the last day in the Company’s 2013 fiscal year. His New Employment Agreement is not subject to any automatic, successive one-year extensions.

Salary: Under Mr. Lauren’s Prior Employment Agreement, he was entitled to an annual base salary of $1 million. Under Mr. Lauren’s New Employment Agreement, he is entitled to an annual base salary of $1.25 million commencing on March 30, 2008.

Bonus: The range of Mr. Lauren’s bonus opportunity for each fiscal year is determined on an annual basis by the Compensation Committee but his Prior Employment Agreement provided for a target bonus in the amount of $8 million for fiscal 2004, which target bonus increased $1 million for each subsequent fiscal year so that his target bonus was $12 million in fiscal 2008, subject, in each fiscal year, to achievement of financial performance goals established under the Company’s EOAIP. Under Mr. Lauren’s New Employment Agreement, Mr. Lauren’s target bonus will be in the amount of $13 million for each of the fiscal years during the term of his New Employment Agreement. The maximum bonus provided for under both his Prior Employment Agreement and his New Employment Agreement in any fiscal year is 150% of that year’s target bonus.

Options and Restricted Stock: Under Mr. Lauren’s Prior Employment Agreement, he was entitled to annual grants of options to purchase 150,000 shares of the Company’s Class A Common Stock and annual issuances of 100,000 restricted stock units under the Company’s 1997 Stock Incentive Plan. The options had an exercise term of ten years and vested ratably on the first three anniversaries of the date of grant, subject to accelerated vesting upon the termination of Mr. Lauren’s employment in certain circumstances as discussed below in “Potential Payments Upon Termination or Change in Control”. The exercise price for any such options issued to Mr. Lauren was equal to the fair market value of the Company’s stock as of the date of any options grant. Each annual grant of restricted stock units will vest in its entirety on the fifth anniversary of the grant, subject to accelerated vesting upon Mr. Lauren’s termination of employment (except in the event of (i) termination by the Company for cause (as defined in his Prior Employment Agreement and as described below in “Potential Payments Upon Termination or Change in Control—Ralph Lauren”), (ii) Mr. Lauren’s voluntary resignation without good reason (as defined in his Prior Employment Agreement and as described below in “Potential Payments Upon Termination or Change in Control—Ralph Lauren”) prior to the end of the term of Mr. Lauren’s Prior Employment Agreement or (iii) Mr. Lauren’s election not to extend the term of his Prior Employment Agreement), and will be payable in shares of Company common stock as soon as practicable following the termination of Mr. Lauren’s employment. Mr. Lauren was entitled to dividend equivalents in the form of additional restricted stock units upon the issuance of a cash dividend on the Company’s Class A Common Stock. Under Mr. Lauren’s New Employment Agreement, Mr. Lauren will be entitled to annual grants of options to purchase 100,000 shares of the Company’s Class A Common Stock and annual issuances of 75,000 restricted stock units under the Company’s 1997 Stock Incentive Plan. The options will have an exercise term of seven years and will

vest ratably on the first three anniversaries of the date of grant, subject to accelerated vesting upon the termination of Mr. Lauren’s employment in certain circumstances as discussed below in “Potential Payments Upon Termination or Change in Control”.

Other Benefits: Under Mr. Lauren’s Prior and New Employment Agreement, Mr. Lauren is required for security purposes to use his or other acceptable private aircraft for any travel. Under an amendment to his Prior Employment Agreement and under his New Employment Agreement, in addition to being entitled to reimbursement for any aircraft travel expenses he incurred which were business related, Mr. Lauren was also entitled to reimbursement for any personal aircraft travel expenses which he incurred, without any tax gross-up. Mr. Lauren is also eligible to participate in all employee benefit plans and arrangements of the Company for its senior executive officers. Mr. Lauren was entitled under his Prior Employment Agreement to have certain employees of the Company perform services for him which were non-Company related provided that he reimbursed the Company for the full amount of salary, benefits and other expenses relating to such employees. Under his New Employment Agreement, Mr. Lauren will no longer be entitled to have certain employees of the Company perform services for him which are not related to Company business.

Non-compete: Under Mr. Lauren’s Prior Employment Agreement, he could not compete with the Company anywhere in the United States during the term of his employment and for a period of two years after the termination of his employment for any reason. Under his New Employment Agreement, the non-compete was expanded to restrict Mr. Lauren from competing with the Company anywhere in the world for a period of two years after the termination of his employment for any reason.

Term: Mr. Farah’s employment agreement provides for his employment as President and Chief Operating Officer through April 3, 2010, the last day of the Company’s 2010 fiscal year, subject to automatic, successive one year extensions thereafter unless either party gives at least 180 days’ prior notice that the term will not be extended.

Salary: Under Mr. Farah’s employment agreement, he is entitled to an annual base salary of $900,000.

Bonus: Mr. Farah is eligible to receive an annual incentive bonus ranging from 100% to 300% of his annual salary, subject to the Company’s achievement of performance goals established by the Compensation Committee under the Company’s EOAIP, with a target bonus of 200% of his annual salary.

Deferred Compensation: Separate from participation in the Company’s SERP, Mr. Farah receives deferred compensation of $250,000 per year which is credited on a monthly basis to a notional deferred compensation account on the books of the Company. Each month that an amount is credited to his notional deferred compensation account, the Company contributes in cash the amount of such monthly credit to a grantor trust (whose assets remain subject to the claims of the creditors of the Company) for the benefit of Mr. Farah. The trust assets attributable to the Company contributions on behalf of Mr. Farah are invested as directed by Mr. Farah, and the actual earnings (or losses) on such investments are deemed credited (debited) to Mr. Farah’s notional deferred compensation account. Mr. Farah may choose to have the trust assets invested in any one or more of the mutual funds managed by the Vanguard Group of Investment Companies. On July 23, 2007, Mr. Farah became fully vested in the notional deferred compensation account. The then-current value of the notional deferred compensation account will be payable in a cash lump sum payment to Mr. Farah (or his estate) on the earlier of January 1, 2012 or the earliest date reasonably practicable following termination of his employment. See “Non-Qualified Deferred Compensation”.

Options and Restricted Stock: Under his employment agreement, Mr. Farah is entitled to receive grants of restricted stock units under the Company’s 1997 Stock Incentive Plan that, subject to vesting, are payable in shares of the Company’s Class A Common Stock. Mr. Farah received an initial grant of 437,500 restricted stock units on July 1, 2004. Of these, 83,334 restricted stock units (along with accrued dividend equivalent units) vested as of the end of fiscal 2008 and the remaining 166,666 restricted stock units will vest in equal installments at the end of fiscal 2009 and fiscal 2010, subject to Mr. Farah’s continued employment, or will vest immediately as outlined below. The remaining 187,500 restricted stock units vested, in full, in three equal installments at the end of fiscal 2005, fiscal 2006 and fiscal 2007 on the basis of the Company’s achievement of performance goals established by the Compensation Committee of the Board of Directors under the Company’s 1997 Stock Incentive Plan and Mr. Farah’s continued employment during such period.

Other Benefits: Mr. Farah is eligible to participate in all employee benefit plans and arrangements of the Company for its senior executive officers. Mr. Farah is also entitled to reimbursement for any personal aircraft travel expenses which he incurred, without any tax gross-up.

Non-compete: Mr. Farah may not compete with the Company during the duration of Mr. Farah’s employment with the Company and for 12 months after the termination of his employment for any reason.

Term: Ms. Nemerov’s employment agreement provides for her employment through September 9, 2009.

Salary: Under Ms. Nemerov’s employment agreement, she is entitled to an annual base salary of not less than $900,000.

Bonus: Under Ms. Nemerov’s employment agreement, she is entitled to an annual incentive bonus opportunity ranging from 57.5% to 200% of her annual base salary, subject to the achievement of performance goals established under the Company’s EOAIP.

Options and Restricted Stock: Pursuant to Ms. Nemerov’s employment agreement, on October 1, 2004 she was granted 75,000 restricted shares of Class A Common Stock and options to purchase an additional 200,000 shares. Fifteen thousand of these restricted shares of Class A Common Stock will vest on each of the first five anniversaries of the grant date, subject to Ms. Nemerov’s continued employment. The options have a term of ten years and vest one-third each year on the first three anniversaries of the grant date, subject to Ms. Nemerov’s continued employment.

Other Benefits: Ms. Nemerov is also entitled to be reimbursed for the cost of a car and driver and to participate in all other employee benefit plans that by their terms are applicable to her or that are provided to other similarly situated senior executives of the Company. If Ms. Nemerov becomes entitled to one or more payments, whether pursuant to the terms of her employment agreement or any other plan or agreement with the Company or any affiliated company, which are or become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, Ms. Nemerov is entitled to a gross-up payment as may be necessary to place Ms. Nemerov in the same after-tax position as if no portion of the payments paid to her had been subject to such tax.

Non-compete: If her employment terminates before the end of the employment term for any reason other than death, termination by the Company without cause (as defined below in “Potential Payments Upon Termination or Change in Control—Jackwyn Nemerov”) or voluntary termination by Ms. Nemerov for good reason (as defined below in “Potential Payments Upon Termination or Change in Control—Jackwyn Nemerov”), Ms. Nemerov may not compete with the Company for 12 months after the termination of her employment.

Term: Ms. Travis’ employment agreement provides for her employment through March 26, 2010.

Salary: Under Ms. Travis’ employment agreement, she is entitled to an annual base salary of not less than $675,000. On November 2007, the Compensation Committee approved an increase of $50,000 to Ms. Travis’ annual base salary. Ms. Travis’ annual base salary of $725,000 became effective on January 1, 2008.

Bonus: Ms. Travis is entitled to participate in any applicable annual bonus program that the Company maintains during the term of her employment.

Other Benefits: Ms. Travis is eligible to participate in all employee benefit plans and arrangements of the Company for its senior executive officers. If Ms. Travis becomes entitled to one or more payments, whether pursuant to the terms of her employment agreement or any other plan or agreement with the

Company or any affiliated company, which are or become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, Ms. Travis is entitled to a gross-up payment as may be necessary to place Ms. Travis in the same after-tax position as if no portion of the payments paid to her had been subject to such tax.

Non-compete: If her employment terminates before the end of the employment term for any reason other than death, termination by the Company without cause (as defined below in “Potential Payments Upon Termination or Change in Control—Tracey T. Travis”) or voluntary termination by Ms. Travis for good reason (as defined below in “Potential Payments Upon Termination or Change in Control—Tracey T. Travis”), Ms. Travis may not compete with the Company during the remainder of her scheduled employment term.

Term: Mr. Kosh’s employment agreement provides for his employment through April 30, 2010.

Salary: Under Mr. Kosh’s employment agreement, he is entitled to an annual base salary of not less than $625,000.

Bonus: Mr. Kosh is entitled to participate in any applicable annual bonus program that the Company maintains during the term of his employment.

Other Benefits: Mr. Kosh is eligible to participate in all employee benefit plans and arrangements of the Company for its senior executive officers. If Mr. Kosh becomes entitled to one or more payments, whether pursuant to the terms of his employment agreement or any other plan or agreement with the Company or any affiliated company, which are or become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, Mr. Kosh is entitled to a gross-up payment as may be necessary to place Mr. Kosh in the same after-tax position as if no portion of the payments paid to him had been subject to such tax.

Non-compete: If his employment terminates before the end of the employment term for any reason other than death, termination by the Company without cause (as defined below in “Potential Payments Upon Termination or Change in Control—Mitchell A. Kosh”) or voluntary termination by Mr. Kosh for good reason (as defined below in “Potential Payments Upon Termination or Change in Control—Mitchell A. Kosh”), Mr. Kosh may not compete with the Company during the remainder of his scheduled employment term.

Name

Lauren, Ralph

Farah, Roger