AMENDMENT NO. 1 to the RESTRICTED STOCK UNIT AWARD AGREEMENT

EXHIBIT 10.2

December 23, 2008

AMENDMENT NO. 1

to the

RESTRICTED STOCK UNIT AWARD AGREEMENT

          AMENDMENT (“Amendment No. 1”) dated as of the 23rd day of December 2008, by and between Polo Ralph Lauren Corporation, a Delaware corporation (the “Corporation”), and Roger N. Farah (the “Executive”).

          WHEREAS, the Corporation and the Executive wish to amend the Restricted Stock Unit Award Agreement between the parties effective as of July 1, 2004 (the “RSU Agreement”) to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued or to be issued by the Department of the Treasury thereunder;

          NOW, THEREFORE, the parties hereby agree to amend the RSU Agreement, effective as of January 1, 2005, as follows.

     1. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the RSU Agreement.

     2. The first two sentences of Section 3(a) are hereby replaced with the following:

    &nbs