First Amendment to BRPP – Avon Products

FIRST AMENDMENT TO THE

BENEFIT RESTORATION PENSION PLAN OF AVON PRODUCTS,
INC.

AS AMENDED AND RESTATED

EFFECTIVE JANUARY 1, 2009

This FIRST AMENDMENT is made to the Benefit Restoration Pension Plan of Avon
Products, Inc. (the “Plan”), as it was amended and restated on January 1, 2009,
by AVON PRODUCTS, INC., a corporation duly organized and existing under the laws
of the State of New York (the “Company”).

INTRODUCTION

The Company wishes to amend the Plan to conform the Plan to the requirements
specified in the Avon Products, Inc. Change in Control Policy, effective as of
March 11, 2010.

AMENDMENTS

NOW, THEREFORE, the Company hereby amends the Plan, effective as of March 11,
2010, as follows:

1. By redesignating Sections 1.2 through 1.16 of Article I as Sections 1.3
through 1.17, respectively, and adding new Section 1.2 as follows:

“1.2. “Change in Control Policy” means the Avon Products, Inc. Change
in Control Policy effective March 11, 2010, and as may thereafter be amended
from time to time, or any successor plan or policy thereto, if any.”

2. By deleting Section 3.1 in its entirety and substituting thereof, the
following:

“3.1. Amount of Supplemental Benefit

The annual amount of the Supplemental Benefit payable with respect to a
Member, expressed as a single life annuity, shall be equal to (a) minus (b),
where (a) is the annual amount of the Retirement Allowance that would be payable
in the form of a single life annuity if:

(i) the limitations of Code Section 415 were not applicable;

(ii) the annual compensation limitations under Code Section 401(a)(17) were
not applicable;

(iii) the definition of compensation under the Retirement Plan included
compensation electively deferred by the Member for the Plan Year’ (as defined
in the Retirement Plan) to a deferred compensation plan or program maintained by
the Company but only to the extent that such compensation would have been
included in such definition if it had not been deferred;

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(iv) for highly compensated employees (as defined in Code Section 414), the
definition of compensation under the Retirement Plan included the amount of the
annual award (as opposed to awards that are based on performance over multiple
years) from 2001 to 2005 under the Avon Products, Inc. Management Incentive Plan
or Avon Products, Inc. Executive Incentive Plan that was paid in the form of
restricted stock or stock options, plus any premium for superior performance;

(v) for any Member who is eligible for the benefit referenced in
Section 1.2(a) or Section 1.2(b)(2) of the Retirement Plan, such Member received
credit under the Retirement Plan (for age, Credited Service, and Vesting
Service, as applicable, as defined in the Retirement Plan) for the number of
months for which such Member is eligible to receive severance payments, if any,
under the terms of the Severance Plan at the time of his Separation from
Service, provided that such number of months will not exceed twenty-four
(24) months, and further provided that such credit will be provided only to the
extent that the total of such Member’s age and Credited Service does not exceed
eighty-five (85);

(vi) for any Member who is eligible only for the benefit referenced under
Section 1.2(b)(1) of the Retirement Plan, such Member received credit under the
Retirement Plan solely for retirement eligibility purposes (and not for age and
Credited Service, as defined in the Retirement Plan) for the number of months
for which such Member is eligible to receive severance payments, if any, under
the terms of the Severance Plan at the time of his Separation from Service,
provided that such number of months will not exceed twenty-four (24) months, and
further provided that such credit will be provided only to the extent that the
total of such Member’s age and Credited Service does not exceed eighty-five
(85); and

(vii) for any Member who receives benefits under the Change in Control
Policy, the Member received an additional two years of credit (for age, Credited
Service, Vesting Service and/or solely for retirement eligibility purposes, as
applicable, as defined in the Retirement Plan, applying such additional credits
in the same manner as (v) and (vi) are applied above to the relevant Member
class), provided that such period of additional years of credit will be provided
only to the extent that it does not cause the Member’s age and Credited Service
to exceed eighty-five (85).

and where (b) is the Retirement Allowance that is actually payable to the
Member.

For purposes of this Section 3.1, if any benefit under Section 3.1(b) is
payable in a form other than a single life annuity or at a time other than the
time that the Supplemental Benefit is payable under the Plan, such benefit shall
be converted

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to a single life annuity of Equivalent Actuarial Value that is payable as of
the date of the Member’s Separation from Service. For the avoidance of doubt, in
order to determine the amount of the Retirement Allowance under Section 3.1(b),
it will be assumed that the Retirement Allowance is payable as a single life
annuity beginning at the time of the Member’s Separation from Service,
determined using the compensation and service credits that the Member has
accumulated under the Retirement Plan through such Separation from Service,
whether or not the Retirement Allowance is actually paid at such time or in such
form.

For purposes of determining the Supplemental Benefit under the Plan, the
definition of “compensation” in the Retirement Plan is modified to exclude
severance pay and any payments under the Change in Control Policy from such
definition, and thus from consideration under the Plan, only for those Employees
whose last day of active employment is on or after January 1, 2007.”

3. By deleting Section 3.2(a) in its entirety and substituting thereof, the
following:

“(a) With respect to Supplemental Benefits that begin to be paid on
January 1, 2009 or later, such Supplemental Benefits will be paid to the Member,
subject to Sections 3.2(b) and 3.6, as follows: (1) 80% of the Equivalent
Actuarial Value of the Supplemental Benefit will be paid in a lump sum during
the month following the month in which the Member’s Separation from Service (or
a change in control as defined in the Change in Control Policy, if later) occurs
(the “Lump-Sum Payment Month”); and (2) 20% of the Equivalent Actuarial Value of
the Supplemental Benefit will be paid in sixty equal, monthly installments
beginning during the Lump-Sum Payment Month.”

Except as specifically amended hereby, the Plan shall remain in full force
and effect as prior to this First Amendment.

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IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed on the date set forth below.

		AVON PRODUCTS, INC.
Dated: December 13, 2010		By:		/s/ Lucien Alziari
		Title:		SVP, Human Resources