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                                                                   Exhibit 10.40


      POLO RALPH LAUREN CORPORATION PROFIT SHARING RETIREMENT SAVINGS PLAN
            (FOR HOURLY EMPLOYEES OF FASHIONS OUTLET OF AMERICA, INC.
                    AND SUBSIDIARIES AND POLO CLOTHING, INC.)

            The following amendments are in part intended as a good faith effort
at compliance with the requirements of the Economic Growth and Tax Relief
Reconciliation Act ("EGTRRA") and are to be construed in accordance with EGTRRA,
and other recent changes required by applicable federal law, and the guidance
issued thereunder, and in part reflect a change in the treatment of forfeitures.
To the extent the provisions of the Polo Ralph Lauren Corporation Profit Sharing
Retirement Savings Plan (for Hourly Employees of Fashions Outlet of America,
Inc. and Subsidiaries and Polo Clothing, Inc.) (the "Plan") are inconsistent
with the provisions of the following amendments, the provisions of this
Amendment shall supersede those provisions of the Plan. Except as specifically
provided otherwise, the following amendments are effective as of March 31, 2002
(except to the extent otherwise required by applicable law) and only with
respect to employees who have at least one hour of service after March 31, 2002:

1.    Section 1.14 of the Plan shall be amended and restated, as follows:

      1.14 Compensation means, except as hereafter specified, salary and wages,
overtime pay, fees, tips, profits, bonuses and commissions paid by the Employer
to an Employee, including the Basic Contribution made hereunder during the Plan
Year, elective deferrals made pursuant to section 125 of the Code, amounts not
includable in an Employee's gross income pursuant to section 132(f) of the Code,
and all other earnings reportable under sections 6041 and 6051 of the Code on
Form W-2 received by an Employee from the Employer, but excluding all other
Employer contributions to benefit plans and all other forms of compensation such
as severance pay. For purposes of Section 7, the Employer may elect for a
specific Plan Year to limit the period taken into account for the determination
of Compensation to the period during which the Employee is a Member. This limit
shall be applied uniformly to all Members under the Plan for the Plan Year in
accordance with section 1.401(k)-1(g)(2)(i). Notwithstanding the preceding
sentence, for any Plan Year beginning on or after March 31, 2002, Compensation
shall exclude any remuneration received by a Member in excess of $200,000, as
adjusted for cost-of-living increases in accordance with section 401(a)(17)(B)
of the Code. The cost-of-living adjustment in effect for a calendar year applies
to any period, not exceeding 12 months, over which compensation is determined (a
determination period) beginning in such calendar year. If a determination period
consists of fewer than 12 months, the annual compensation limit, as adjusted,
will be multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is 12.

            (a) For purposes of the nondiscrimination tests set forth in Section
7, and except as provided in section 414(s) of the Code, Compensation means any
income received by the Employee from the Employer in accordance with section
415(c)(3) of the Code, for the Plan Year for which compliance with the tests is
being measured.
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            (b) For purposes of measuring the limits set forth in section 415 of
the Code, and except as provided in section 414(s) of the Code, Compensation
means any income received by the Employee from the Employer in accordance with
section 415(c)(3) of the Code, for the Plan Year for which compliance with the
tests is being measured, but specifically excluding the following:

                  (i) Employer contributions made on behalf of an Employee to a
SEP to the extent they are deductible by the Employee under section 219(b)(2) of
the Code;

                  (ii) distributions from a deferred compensation plan (except
from an unfunded nonqualified plan when includible in gross income);

                  (iii) amounts realized from the exercise of a nonqualified
stock option, or when restricted stock (or property) held by an Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;

                  (iv) amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and

                  (v) other amounts which receive special tax benefits, such as
premiums for group term life insurance (to the extent excludable from gross
income) and Employer contributions towards the purchase of an annuity contract
described in section 403(b) of the Code.

2.    Section 3.7(a) of the Plan shall be amended and restated, as follows:

      (a) In no event shall the Annual Addition for a Member exceed the lesser
of:

            (i) 100% of the Member's Compensation, under Section 1.14(b), for
the Limitation Year; or

            (ii) the "defined contribution dollar limitation," which shall mean
$40,000, as adjusted for increases in the cost-of-living under section 415(d) of
the Code.

3.    The second paragraph of Section 5.2 is amended and restated, as follows:

      Said Forfeitures which arise with respect to any given Plan Year shall be
applied as follows, to the maximum extent possible, and in the following order:

                  (a) To pay all administrative expenses of the Plan with
            respect to such Plan Year which, in accordance with the provisions
            of Section 11.3, are to be paid from the Trust.

                  (b) To be allocated to Members' accounts under the Plan, so as
            to constitute the Additional Basic Contribution (as provided for
            under clause (ii) of the second paragraph of Section 7.2(a)) which
            the Employer otherwise elects to make with respect to such Plan
            Year.
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                  (c) To be allocated to Members' accounts under the Plan, so as
            to constitute the additional contribution (as provided for under
            clause (ii) of the second paragraph of Section 7.9(a)) which the
            Employer otherwise elects to make with respect to such Plan Year.

                  (d) To be reallocated as additional Profit Sharing
            Contributions with respect to such Plan Year, in accordance with
            Section 3.1, to Members still employed on the last day of such Plan
            Year. Solely for these purposes, a Member shall be deemed to be
            employed on the last day of such Plan Year if such Member terminated
            employment with the Employer on the Friday before the Saturday that
            is the last day of such Plan Year.

4.    Section 6.2 of the Plan is amended to add a new sentence to the end
thereof, as follows:

      For the purpose of the previous sentence, the value of a Member's vested
Accrued Benefit shall be determined with regard to that portion of such vested
Accrued Benefit that is attributable to rollover contributions (and earnings
allocable thereto) within the meaning of sections 402(c), 403(a)(4), 403(b)(8),
408(d)(3)(A)(ii), and 457(e)(16) of the Code.

5.    Section 6.6 of the Plan is amended and restated, as follows:

      6.6   Mandatory Distributions.

            (a) Notwithstanding anything in the Plan to the contrary,
distributions under the Plan shall meet requirements of section 401(a)(9) of the
Code, which requirements are incorporated herein by reference, including the
minimum distributable incidental benefit requirements of Section 401(a)(9)(G) of
the Code.

            (b) Generally, section 401(a)(9) of the Code requires that a
Member's benefits shall commence to be distributed to him not later than April 1
of the calendar year following the later of (x) the calendar year in which the
Member attains age 70-1/2, or (y) the calendar year in which the Member retires;
provided that clause (y) shall not apply to any Member who is a "five (5)
percent owner" (as defined in section 416(i) of the Code).

            (c) To the maximum extent permitted under the Code, and only in the
event that a later required commencement date shall occur, the restrictions
imposed by this Section shall not apply if a Member has, prior to January 1,
1984, made a written designation to have his retirement benefit paid in an
alternative method acceptable under section 401(a) of the Code as in effect
prior to the enactment of the Tax Equity and Fiscal Responsibility Act of 1982.
Any such written designation made by a Member shall be binding upon the Plan
Administrator. The Member shall be required to withdraw during any Plan Year
only the minimum amount required to satisfy the Code.
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            (d) With respect to distributions under the Plan, effective March
31, 2002, the Plan will apply the minimum distribution requirements of Code
Section 401(a)(9) in accordance with the regulations under Code Section
401(a)(9) as issued on April 17, 2002, and other subsequent guidance,
notwithstanding any provision of the Plan to the contrary.

6.    Section 6.8 of the Plan is amended and restated, as follows:

      6.8 Rollovers Into the Plan. Subject to approval of the Plan
Administrator, an Employee may roll over to the Trust amounts accumulated for
the Employee under a qualified plan described in section 401(a) or 403(a) of the
Code, an annuity contract described in section 403(b) of the Code, or an
eligible plan under section 457(b) of the Code which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state. The amount rolled over shall become subject to
all of the terms and conditions of this Plan and Trust Agreement after it is
rolled over, except that it shall be fully vested and nonforfeitable at all
times. The amounts rolled over shall be deposited in a separate account herein
referred to as an Employee's Rollover Account and shall be invested as other
accounts. An Employee who makes a rollover contribution to this Plan shall not
otherwise participate in the Plan until he qualifies as an Eligible Employee
hereunder. Notwithstanding anything herein to the contrary, an Employee may not
rollover any amounts that would otherwise not be includible in gross income.

7.    Sections 6.10(d)(iii) and (iv) of the Plan are amended and restated, as
follows:

      (iii) the Member's elective and after-tax contributions under this Plan
(and any other qualified or nonqualified plan of deferred compensation
maintained by an Affiliated Company) are suspended under a legally enforceable
arrangement for at least twelve months (for distributions on account of hardship
after March 30, 2002, six months) after receipt of the hardship distribution;
and

      (iv) with respect to any Member whose suspension period under clause
(iii), above, ends prior to March 31, 2002 , the Member may not make elective
contributions for the Member's taxable year immediately following the taxable
year of the hardship distribution in excess of the Dollar Limit for such next
taxable year less the amount of such Member's elective contributions for the
taxable year of the hardship distribution.

8.    Section 7.9(e)(i) is amended and restated, as follows:

      (i) the Employee's Retirement, death, Disability or severance from
employment;

9.    Section 7.14 of the Plan is amended and restated, as follows:

      7.14 [Reserved]

10.   Section 8.2(a) of the Plan is amended and restated, as follows:
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      (a) "Compensation" means Compensation, as defined in Section 1.14 for an
entire Plan Year.

11.   Section 8.2(d) of the Plan is amended and restated, as follows:

      (d) "Key Employee" means any Employee or former Employee (including any
deceased Employee) who at any time during the Plan Year that includes the
Determination Date was an officer of the Employer having annual Compensation
greater than $130,000 (as adjusted under section 416(i)(1) of the Code for Plan
Years beginning after December 31, 2002), a 5-percent owner of the Employer, or
a 1-percent owner of the Employer having annual Compensation of more than
$150,000. The determination of who is a Key Employee will be made in accordance
with section 416(i)(1) of the Code and the applicable regulations and other
guidance of general applicability issued thereunder.

12.   Section 8.2(h)(viii) shall be amended and restated, as follows:

      (viii) The present values of Accrued Benefits and the amounts of Account
Balances of an Employee as of the Determination Date shall be increased by the
distributions made with respect to the Employee under the Plan and any plan
aggregated with the Plan under section 416(g)(2) of the Code during the 1-year
period ending on the Determination Date. The preceding sentence shall also apply
to distributions under a terminated plan which, had it not been terminated,
would have been aggregated with the Plan under section 416(g)(2)(A)(i) of the
Code. In the case of a distribution made for a reason other than separation from
employment, death, or disability, this provision shall be applied by
substituting "5-year period" for "1-year period." The Accrued Benefits and
Account Balances of any individual who has not performed services for the
Employer during the 1-year period ending on the Determination Date shall not be
taken into account.

13.   Section 8.4 of the Plan is amended and restated, as follows:

      8.4 Minimum Contribution Rate.

            (a) For any Plan Year in which this Plan is Top-Heavy, a minimum
contribution shall be made for each Non-Key Employee as of the last day of the
Plan Year which shall equal the lesser of:

                  (i) three (3%) percent of Compensation; or

                  (ii) the highest Contribution Rate received by a Key Employee
in that Plan Year.

            (b) This Top-Heavy Contribution shall be made irrespective of such
Non-Key Employee's Hours of Service, Compensation or failure to make
contributions, as applicable hereunder.
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            (c) Matching Contributions shall be taken into account for purposes
of satisfying the minimum contribution requirements of the foregoing Section
8.4(a) of the Plan and section 416(c)(2) of the Code. Matching Contributions
that are used to satisfy the minimum contribution requirements shall be treated
as Matching Contributions for purposes of the actual contribution percentage
test and other requirements of section 401(m) of the Code.

14.   Section 16.2(b) of the Plan is amended and restated, as follows:

            (b) Eligible Retirement Plan. An Eligible Retirement Plan is an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, an annuity contract
described in section 403(b) of the Code, or a qualified trust that is part of a
defined contribution plan described in section 401(a) of the Code, that accepts
the Distributee's Eligible Rollover Distribution. An Eligible Retirement Plan
shall also mean an eligible plan under section 457(b) of the Code which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such plan from the Plan. The
definition of Eligible Retirement Plan shall also apply in the case of a
distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a qualified domestic relation order, as defined in section
414(p) of the Code.

15.   The Plan is amended to provide that an individual's "termination of
employment" includes an individual's "severance from employment."