Retirement Benefits Restoration Plan - The Estee Lauder Cos. Inc


                                       THE

                                ESTEE LAUDER INC.

                      RETIREMENT BENEFITS RESTORATION PLAN

                         Effective as of January 1, 1984

                   Amended and Restated as of January 1, 1999





                                       THE

                                ESTEE LAUDER INC.

                      RETIREMENT BENEFITS RESTORATION PLAN

                                    ARTICLE I

                                  INTRODUCTION
                                  ------------

1.   This instrument amends and restates as of January 1, 1999, the terms and
     conditions of the Estee Lauder Inc. Retirement Benefits Restoration Plan,
     as previously adopted effective as of January 1, 1984.

2.   The purpose of this Plan is to provide for certain Employees of the Company
     and its subsidiaries retirement benefits over and above the benefits
     provided by the Estee Lauder Inc. Retirement Growth Account Plan. This Plan
     is not intended to be qualified under Section 401(a) of the Internal
     Revenue Code of 1986, as amended (the 'Code').

3.   The Plan is intended to be an 'excess benefit plan' as that term is defined
     in Section 3(36) of the Employee Retirement Income Security Act of 1974, as
     amended ('ERISA') with respect to those participants whose benefits under
     the Retirement Plan have been limited by Section 415 of the Code, and a
     'top hat' plan meeting the requirements of Sections 201(2), 301(a)(3),
     401(a)(1) and 4021(b)(6) of ERISA with respect to those participants whose
     benefits under the Retirement Plan have been limited by Section 401(a)(17)
     of the Code.

                                   ARTICLE II

                                   DEFINITIONS
                                   -----------

1.   'Beneficiary' shall mean the individual entitled to receive a death or
     survivor benefit under the Retirement Plan.

2.   'Board' shall mean the Board of Directors of the Company.

3.   'Code' shall mean the Internal Revenue Code of 1986, as amended.



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4.   'Company' shall mean Estee Lauder Inc. or any successor thereto.

5.   'Employee' shall mean any employee who is a participant in the Retirement
     Plan whose benefit thereunder is limited by Section 415 or Section
     401(a)(17) of the Code.

6.   'Employee Benefits Committee' shall mean the Estee Lauder Inc. Employee
     Benefits Committee, which administers the Retirement Plan.

7.   'ERISA' shall mean the Employee Retirement Income Security Act of 1974, as
     amended.

8.   'Fiduciary Committee' shall mean the Estee Lauder Inc. Fiduciary Investment
     Committee, which performs certain fiduciary functions with respect to the
     Retirement Plan.

9.   'Plan' shall mean the Estee Lauder Inc. Retirement Benefits Restoration
     Plan as hereinafter from time to time amended. 

10.  'Plan Year' shall mean the period beginning January 1 and ending December
     31 of each calendar year. 

11.  'Retirement Plan' shall mean the Estee Lauder Inc. Retirement Growth
     Account Plan, as amended and restated as of January 1, 1999, and as amended
     from time to time thereafter.

12.  'Retirement Plan Supplemental Benefit' shall mean the benefit provided for 
     pursuant to Article III hereof.

                                   ARTICLE III

                        BENEFITS PAYABLE UNDER THIS PLAN
                        --------------------------------

1.   An Employee who is a participant in the Retirement Plan shall be entitled
     to a Retirement Plan Supplemental Benefit as hereinafter provided. Such
     benefit shall be an amount equal to the excess of (i) over (ii) where:

                           (i) is the benefit which would have been paid to such
                  Employee (or his Beneficiary) under the Retirement Plan, if
                  the provisions of the 



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                  Retirement Plan were administered without regard to the
                  limitations set forth in Section 415 of the Code and reflected
                  in the Retirement Plan; and

                           (ii) is the limited benefit which is payable to such
                  Employee (or his Beneficiary) under the Retirement Plan after
                  giving effect to the limitations set forth in Section 415 of
                  the Code and reflected in the Retirement Plan.

2.   In addition, each Employee who is a participant in the Retirement Plan
     shall be entitled to a Retirement Plan Supplemental Benefit equal to the
     amount by which the Retirement Plan Supplemental Benefit determined under
     Section 1 of this Article III would be greater if it were determined by
     disregarding, in addition to Section 415 limitations, any limitations on
     such Employee's 'Compensation' and 'Average Final Compensation' imposed by
     reason of Section 401(a)(17) of the Code.

                                   ARTICLE IV

                               PAYMENT OF BENEFITS
                               -------------------

1.   Payment of Retirement Plan Supplemental Benefits shall commence as of the
     day as of which payments are first paid to such Employee (or his
     Beneficiary) under the Retirement Plan, and shall be payable in the same
     manner and with the same limitations, including any applicable actuarial
     reductions or increases, as payments made pursuant to the Retirement Plan.
     Notwithstanding the foregoing, the Fiduciary Committee shall be permitted
     to designate actuarial assumptions different from those used under the
     Retirement Plan, which alternative assumptions, if so designated, shall be
     set forth in Appendix A to this Plan.

2.   Notwithstanding the foregoing Section 1 of this Article IV, in the event an
     Employee elects to receive a lump sum payment under the Retirement Plan,
     the Company reserves the right to make any payment of Retirement Plan
     Supplemental Benefits in equal annual installments over a period not to
     exceed five years.



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                                    ARTICLE V

                                     VESTING
                                     -------

1.   An Employee shall be vested in his Retirement Plan Supplemental Benefit to
     the same extent such Employee is vested in his accrued benefit under the
     Retirement Plan.

                                   ARTICLE VI

                                  BENEFICIARIES
                                  -------------

1.   An Employee's Beneficiary or Beneficiaries under this Plan shall be deemed
     to be the same individual or individuals designated, or otherwise
     determined to be the beneficiary or beneficiaries of the death benefit
     payable under the Retirement Plan.

2.   In the event of the death of an Employee who would have been entitled to a
     Retirement Plan Supplemental Benefit or who has begun to receive a
     Retirement Plan Supplemental Benefit, such Employee's Beneficiary shall be
     entitled to a death or survivor benefit only if such Beneficiary would be
     entitled to a death or survivor benefit under the Retirement Plan, and
     payment shall be made to such Beneficiary pursuant to the provisions of the
     Article IV hereof.

                                   ARTICLE VII

                                     FUNDING
                                     -------

1.   Benefit payment shall be paid in cash from the general funds of the Company
     and no special or separate fund shall be established and no segregation of
     assets shall be made to assure payment of distributions. Nothing contained
     in this Plan and no action taken pursuant to its provisions shall create or
     be construed to create a trust of any kind, nor a fiduciary relationship
     between the Company and the Employee or any other person. To the extent
     that any person acquires a right to receive benefits from the Company under
     this Plan, such right shall be no greater than the right of an unsecured
     creditor of the Company.



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                                  ARTICLE VIII

                           ADMINISTRATION OF THE PLAN
                           --------------------------

1.   This Plan shall be operated under direction of the Board and administered
     by the Employee Benefits Committee, in a manner consistent with the
     operation and administration of the Retirement Plan as set forth in the
     appropriate articles of such plan. The Employee Benefits Committee's
     decision in any matter involving the interpretation and application of this
     Plan shall be final and binding.

                                   ARTICLE IX

                                LOSS OF BENEFITS
                                ----------------

1.   Notwithstanding any provision of this Plan to the contrary, in the sole
     discretion of the Company and after written notice to the Employee or such
     other person designated by the Employee, rights to receive any benefits
     under this Plan may be forfeited, suspended, reduced or terminated in cases
     of gross misconduct by the Employee, or of any conduct, activity or
     competitive occupation which is reasonably deemed to be prejudicial to the
     interests of the Company, including but not limited to the utilization or
     disclosure of confidential information for gain or otherwise.

                                    ARTICLE X

                            AMENDMENT AND TERMINATION
                            -------------------------

1.   The Company expects to continue this Plan indefinitely but reserves the
     right to amend or terminate it if, in its sole judgment, such a change is
     deemed necessary or desirable. If the Company shall amend this Plan, the
     rights of an Employee to his accrued benefit under the Plan, determined as
     of the date of such amendment, shall be nonforfeitable to the extent that
     any such amendment would reduce such Employee's benefit hereunder. If the
     Company shall terminate this Plan, the rights of an Employee to his accrued
     benefit hereunder shall, as of the date of such termination, be
     nonforfeitable and, unless the Fiduciary Committee approves earlier
     payment, such accrued benefit shall be paid at such time or times as
     provided in Article IV hereof.

2.   If the Company should terminate the Retirement Plan with respect to
     participants therein, Employees shall cease to accrue additional benefits
     hereunder and, unless the Fiduciary Committee approves 



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     earlier payment, their accrued benefits under this Plan as of the date of
     such Retirement Plan termination shall continue to be payable at the same
     time or times, in the same manner and with the same limitations (including
     any applicable actuarial reductions or increases) as their benefits would
     have been paid under the Retirement Plan if such plan had not terminated.
     Notwithstanding the foregoing, the Fiduciary Committee shall be permitted
     to designate actuarial assumptions different from those used under the
     Retirement Plan, which alternative assumptions, if so designated, shall be
     set forth in Appendix A to this Plan. The Employee Benefits Committee may
     specify any election forms or other procedures necessary to carry out the
     intent of this Section 2. 

                                   ARTICLE XI

                                  MISCELLANEOUS
                                  -------------

1.   (a)     No right to payment or any other interest of an Employee shall be
     assignable or subject to attachment, execution or levy of any kind, except
     to the extent permitted by law or a court ruling.

     (b)     No contribution to or benefit payable under this Plan shall be
     deemed salary or other compensation to the Employee for the purpose of
     computing benefits to which he may be entitled under the Retirement Plan.
     This Plan shall be binding upon and inure to the benefit of the Company and
     its successors and assigns and the Employee and his Beneficiary or
     Beneficiaries.

     (c)     Neither the eligible Employee nor his Beneficiary or Beneficiaries
     shall encumber, sell or dispose of the right to receive the payments
     provided under this Plan, which payments and the rights thereto are
     expressly declared to be nontransferable and nonassignable.

     (d)     The Company may withhold from any benefits payable under the Plan
     any taxes required to be withheld pursuant to any law or governmental
     regulation or ruling.

     (e)     Nothing in this Plan shall be construed as giving any Employee the
     right to be retained in the employ of the Company or any other  'Employer'
     (within the meaning of the Retirement 



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     Plan). Each Employer expressly reserves the right to dismiss any Employee
     at any time without regard to the effect which such dismissal might have
     upon him under the Plan.

     (f)     This Plan shall be construed, administered and enforced according
     to the laws of the State of New York.


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                                   APPENDIX A

      Actuarial Assumptions Different From Those Used Under Retirement Plan
      ---------------------------------------------------------------------

                              As of January 1, 1999
                              ---------------------

         None.



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