Compensation Plan for Non-Employee Directors



                             AVON PRODUCTS, INC. 

                  COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                             Effective May 1, 1997

                           (Restated June 1, 2000)


I.    GENERAL PROVISIONS

      1.1  Purpose   The purpose of the Avon Products, Inc. 
Compensation Plan for Non-Employee Directors (the "Plan") is to provide 
a comprehensive revised compensation program which will attract and 
retain qualified individuals who are not employed by Avon Products, Inc. 
or its subsidiaries (the "Company") to serve on the Company's Board of 
Directors.  In particular, the Plan aligns the interests of such 
directors with those of the Company's shareholders by providing that a 
significant portion of such compensation is directly linked to increases 
in the value of the Company's Common Stock.

      1.2  Relationship to 2000 Stock Incentive Plan   The Company's 
2000 Stock Incentive Plan ("2000 Plan") which was approved by the 
Company's shareholders at the Annual Meeting of Shareholders on May 4, 
2000, provides for the award of stock incentives, including stock 
options and restricted stock, to key employees of the Company including 

non-employee directors.  

      1.3  Definitions   Capitalized words and phrases in this Plan 
shall have the same meaning as the definitions set forth in the 2000 
Stock Incentive Plan to the extent they are defined therein. 


II.   ANNUAL RETAINER AND MEETING FEES

      2.1  Annual Retainer   Each non-employee director shall be 
entitled to receive an annual retainer consisting of (a) $25,000 payable 
in cash and (b) Restricted Stock having a value as of the date of grant 
of approximately $25,000.  The cash portion shall be payable in 
quarterly installments of $6,250 each. 



      2.2  Annual Restricted Stock Award   As part of the Annual 
Retainer compensation, each non-employee director will receive an award 
of shares of Restricted Stock immediately following each Annual Meeting 
of Shareholders.  The number of shares so granted each year will be 
determined by dividing the sum of $25,000 by the closing price of a 
share of the Company's Common Stock on the New York Stock Exchange 
averaged over 10 consecutive trading days, ending with the trading day 
immediately preceding the applicable Annual Meeting.  All grants of 
Restricted Stock shall be subject to the terms and conditions set forth 
in Article IV below.  

      2.3  Meeting Fees   Each non-employee director shall receive a 
fee of $1,000, payable in cash, for each meeting of a committee of the 
Board of Directors that he or she attends and each special meeting of 
the Board of Directors that he or she attends.  No fee is payable with 
respect to attendance at a regular meeting of the Board of Directors, 
including the annual organizational meeting occurring immediately after 
an Annual Meeting of Shareholders.  

      2.4  Retainer Fee for Committee Chairs   A non-employee director 
appointed to chair any committee of the Board of Directors shall be paid 
an annual retainer of $3,000 in cash, such payment to be made within 30 
days following the effective date of appointment.  

      2.5  Deferred Cash Alternative   Each non-employee director 
annually may elect to have all or a part of his or her cash 
compensation, including annual retainers and meeting fees, deferred for 
payment in accordance with the provisions of the Deferred Compensation - 
Stock Credit Plan.  All such elections for each year shall be made prior 
to the beginning of the year.  

III.  STOCK OPTIONS

      3.1  Annual Grants of Stock Options   As of the close of business 
on the date of each Annual Meeting of Shareholders, each non-employee 
director who then continues as a director (whether or not re-elected at 
any such meeting) shall be granted an Option to purchase 4,000 shares.  
All Options granted pursuant to the Plan shall be non-qualified Options 
and shall expire ten (10) years from the date of grant. 



      3.2  Option Exercise Price   The per share price to be paid to 
exercise an Option shall be the "Fair Market Value" of the Stock on the 
date of grant in accordance with the 2000 Plan.

      3.3  Vesting and Exercise of Options   Each Option will become 
exercisable one year after the date of grant and may be exercised for a 
period of ten (10) years after the date of grant.  In the event of 
death, a vested Option may be exercised by the estate of the non-
employee director.  

      3.4  Method of Exercise and Purchase   An Option shall be 
exercised by giving written notice to the Secretary, or an Assistant 
Secretary, of the Company specifying the number of shares to be 
purchased and the particular grant being exercised.  Such notice shall 
be accompanied by a check as payment of the exercise price of the shares 
with respect to which such Option, or portion thereof, is exercised.  
Alternatively, such notice may include an election to have such shares 
delivered to a broker-dealer with whom arrangements have been made to 
immediately sell the shares and withhold from the net sale proceeds the 
full purchase price amount to be delivered to the Company.  The Company 
may also require payment of all withholding taxes to exercise an Option, 
whether or not a broker-dealer arrangement has been used.  

IV.   RESTRICTED STOCK

      4.1  Annual Retainer Grants of Restricted Stock   At the close of 
business on the date of each Annual Meeting of Shareholders, each non-
employee director who then continues as a director (whether or not re-
elected at any such meeting) shall be granted shares of Restricted 
Stock.  The number of shares of Restricted Stock to be granted will have 
a Fair Market Value of $25,000 on the date of grant.  The Fair Market 
Value per share shall be deemed to be the closing price of a share of 
Company Common Stock as reported on the New York Stock Exchange averaged 
over the ten trading days next preceding the date of grant.  A 
fractional share resulting from such calculation will be rounded to the 
nearest whole share.  

      4.2  Restrictions and Terms and Conditions   All shares of 
Restricted Stock granted under this Plan may not be sold, traded, 
assigned, transferred or otherwise encumbered until and unless 
restrictions are removed.  The Company shall retain custody of all 
shares until restrictions are removed or may hold such 



shares by book entry registration.  Each director granted Restricted 
Stock shall have all the rights of a Shareholder with respect to such 
shares, including the right to vote such shares and receive dividends 
and other distributions.

      4.3  Removal of Restrictions   No shares of Restricted Stock will 
become free of restrictions and non-forfeitable for a director until the 
termination of the director's services as a member of the Company's 
Board of Directors.  Shares shall become non-forfeitable at the earliest 
to occur of:

            (a) the director's death or permanent disability,
 
            (b) mandatory retirement, pursuant to Company policy, 
                effective at the end of the term of service during which 
                the director has attained age 70, 

            (c) resignation, or failure to stand for re-election, prior 
                to such mandatory retirement provided that such action 
                must have the consent of at least 80% of all directors 
                then on the Board, with the affected director 
                abstaining, or

            (d) the occurrence of a Change of Control as defined in the 
                2000 Stock Incentive Plan.

      Termination of service as a director for any other reason shall 
result in forfeiture of his or her shares of Restricted Stock.  
Forfeiture of shares will also result with respect to a director who, 
without the Company's written consent, becomes employed by, or provides 
consulting services to, a company substantially engaged in a business 
which is competitive to a principal business conducted by the Company. 

V.    ADDITIONAL PROVISIONS

      5.1  The Plan shall be administered by the Compensation Committee 
of the Board of Directors which shall have the power to interpret the 
Plan and amend it from time to time as it deems proper.  To the fullest 
extent practicable, however, the terms and conditions of the 2000 Stock 
Incentive Plan shall be applicable to this Plan. 



      5.2  The number of shares of Stock covered by any Option or award 
of Restricted Stock shall be proportionately adjusted for any increase 
or decrease in the number of issued shares of Stock resulting from a 
split or subdivision of shares, a combination of shares, or the payment 
of a stock dividend. 

      5.3  All Options shall become fully exercisable and all shares of 
Restricted Stock will become vested, upon the occurrence of a Change of 
Control as defined in the 2000 Stock Incentive Plan. 

      5.4  The Plan shall be governed by and subject to the laws of the 
State of New York and applicable Federal laws.