AMENDED AND RESTATED REVLON, INC. STOCK PLAN
 
                                    ARTICLE I
 
                                     GENERAL
 
         1.1 Purpose. The purpose of this Revlon, Inc. Stock Plan (the "Plan")
is to provide for certain officers, directors and executive, managerial and
other employees of Revlon, Inc. ("Revlon" and, together with its subsidiaries,
the "Company") and its Affiliates an incentive to maintain and enhance the
long-term performance and profitability of the Company. It is the further
purpose of the Plan to permit the granting of awards that will constitute
performance based compensation for certain executive officers, as described in
section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and regulations promulgated thereunder.
 
         1.2 Administration.
 
                  (a) The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of Revlon (the "Board"), which
committee shall consist of two or more directors. It is intended that the
directors appointed to serve on the Committee shall be "outside directors"
(within the meaning of Code section 162(m) and the Treasury Regulations
thereunder as may be in effect from time to time, and any amendments, revisions
or successor provisions thereto) to the extent Code section 162(m) is
applicable; however, the mere fact that a Committee member shall fail to qualify
under the foregoing requirements shall not invalidate any award made by the
Committee which award is otherwise validly made under the Plan. The members of
the Committee shall be appointed by, and may be changed at any time and from
time to time in the sole discretion of, the Board. To the extent permitted by
applicable law, the Committee may delegate to any officer of Revlon the
authority to grant options (as defined below) to officers or employees of the
Company who are not subject to Section 16 of the Securities Exchange Act of
1934, as amended, or the limitations of Code section 162(m).
 
                  (b) The Committee shall have the discretionary authority (i)
to exercise all of the powers granted to it under the Plan, (ii) to construe,
interpret and implement the Plan and Plan agreements executed pursuant to
Section 2.6, (iii) to prescribe, amend and rescind rules and regulations
relating to the Plan, (iv) to make all determinations necessary or advisable in
administering the Plan, and (v) to correct any defect, supply any omission and
reconcile any inconsistency in the Plan.
 
                  (c) The determination of the Committee on all matters relating
to the Plan or any Plan agreement (as defined in Section 2.6) shall be
conclusive.
 
                  (d) No member of the Committee shall be liable for any Plan
Action (as defined in Section 3.2), including without limitation any action or
determination made in good faith with respect to the Plan or any Award
hereunder.
 
         1.3 Persons Eligible for Awards. Awards under the Plan may be made to
such officers, directors and executive, managerial and other employees ("key
personnel") of the Company or its Affiliates as the Committee shall in its sole
discretion select. The Committee may make grants of Awards conditional upon
execution by the grantee of the Company's standard Agreement on Confidentiality
and Non Competition as in effect from time to time.
 
         1.4 Types of Awards Under Plan.
 
                  (a) Awards may be made under the Plan in the form of (i) stock
options ("options"), (ii) stock appreciation rights ("stock appreciation
rights") related to an option ("related stock appreciation rights"), (iii) stock
appreciation rights not related to any option ("unrelated stock appreciation
rights"), (iv) restricted stock awards, (v) unrestricted stock awards and (vi)
restricted stock unit awards, all as more fully set forth in Article II
(collectively, "Awards").
 
                  (b) Options granted under the Plan may be either (i)
"nonqualified" stock options subject to the provisions of Code section 83 or
(ii) options intended to qualify for incentive stock option treatment described
in Code section 422.
 
                  (c) All options when granted are intended to be nonqualified
options, unless the applicable Plan agreement explicitly states that an option
is intended to be an incentive stock option. If an option is granted with the
stated intent that it be an incentive stock option, and if for any reason such
option (or any portion thereof) shall not qualify as an incentive stock option,
then, to the extent of such nonqualification, such option (or portion) shall be
regarded as a nonqualified option appropriately granted under the Plan provided
that such option (or portion) otherwise satisfies the terms and conditions of
the Plan relating to nonqualified options generally.
 
         1.5 Shares Available for Awards.
 
                  (a) Subject to Section 3.5 (relating to adjustments upon
changes in capitalization), as of any date the total number of shares of Common
Stock with respect to which Awards may be granted shall be equal to the excess
(if any) of (i) 40,650,000 shares over (ii) the sum (without duplication) of (A)
the number of shares subject to outstanding options, outstanding unrelated stock
appreciation rights, outstanding restricted stock awards not vested pursuant to
the lapse of restrictions and outstanding restricted stock unit awards as to
which the award cycle has not expired, granted under the Plan, (B) the number of
shares previously issued pursuant to the exercise of options granted under the
Plan, (C) the number of shares subject to an option, restricted stock award or
restricted stock unit award or part thereof which is canceled by the Committee
and for which cash is paid in respect thereof pursuant to Section 2.8(f), (D)
the number of shares in respect of which stock appreciation rights granted under
the Plan shall have previously been exercised, (E) the number of shares
previously vested pursuant to the lapse of restrictions under restricted stock
awards granted under the Plan, (F) the number of shares previously issued
pursuant to unrestricted stock awards, and (G) the number of shares previously
issued or issuable pursuant to restricted stock unit awards as to which the
award cycle has expired. In accordance with (and without limitation upon) the
preceding sentence, if and to the extent an Award under the Plan expires,
terminates or is canceled for any reason whatsoever without the grantee having
received any benefit therefrom, the shares covered by such Award shall again
become available for future Awards under the Plan. For purposes of the foregoing
sentence, a grantee shall not be deemed to have received any "benefit" (i) in
the case of forfeited restricted stock awards by reason of having enjoyed voting
rights and dividend rights prior to the date of forfeiture or (ii) in the case
of an Award canceled pursuant to subsection (c) of this Section 1.5 by reason of
a new Award being granted in substitution therefor. The grant or vesting of
restricted stock unit awards that by their terms may be settled solely in cash
shall not reduce the number of shares of Common Stock that may be made subject
to awards under the Plan. Further, to the extent that payment for an option upon
exercise is made with shares of Common Stock or shares of Common Stock are
withheld from payment of an Award in satisfaction of any federal, state or local
tax withholding requirements, such shares shall be available for future Awards
under the Plan.
 
                  (b) Shares of Common Stock that shall be subject to issuance
pursuant to Awards made under the Plan shall be authorized and unissued or
treasury shares of Common Stock.
 
                  (c) Without limiting the generality of the preceding
provisions of this Section 1.5, the Committee may, but solely with the grantee's
consent, agree to cancel any Award under the Plan and issue a new Award in
substitution therefor upon such terms as the Committee may in its sole
discretion determine, provided that the substituted Award satisfies all
applicable Plan requirements as of the date such new Award is made.
 
                  (d) In any calendar year, a person eligible for Awards under
the Plan may not be granted options or stock appreciation rights covering in the
aggregate a total of more than 5,700,000 shares of Common Stock with respect to
2004 and 1,000,000 shares of Common Stock with respect to any subsequent year.
In any calendar year, an "independent" director (as determined pursuant to
Revlon's "Board Guidelines for Assessing Director Independence" or similar
guidelines in effect from time to time) of Revlon who is not also an employee of
the Company may not be granted options or stock appreciation rights covering in
the aggregate more than such number of shares of Common Stock with a fair market
value (determined as of any respective date of grant in accordance with Section
1.6(c)) in excess of $100,000.
 
         1.6 Definitions of Certain Terms.
 
         (a) The term "Affiliate" as used herein means any person or entity
which, at the time of reference, directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company.
 
         (b) The term "Common Stock" as used herein means the shares of Class A
Common Stock of the Company as constituted on the effective date of the Plan,
and any other shares into which such Common Stock shall thereafter be changed by
reason of a recapitalization, merger, consolidation, split-up, combination,
exchange of shares or the like.
 
         (c) Except as otherwise determined by the Committee, the term "fair
market value" as used herein as of any date and in respect of any share of
Common Stock shall mean, as determined by the Committee, either (i) the closing
price of a share of Common Stock as reported on the New York Stock Exchange (or
such other securities exchange or national market system on which Common Stock
is principally traded) as of such date or (ii) the mean between the high and low
sales prices of a share of Common Stock as reported on the New York Stock
Exchange (or such other securities exchange or national market system on which
Common Stock is principally traded) as of such date.
 
         (d) In no event shall the fair market value of any share of Common
Stock, the option exercise price of any option, the appreciation base per share
of Common Stock under any stock appreciation right, or the amount payable per
share of Common Stock under any other Award, be less than the par value per
share of Common Stock.
 
                                   ARTICLE II
 
             STOCK OPTIONS; STOCK APPRECIATION RIGHTS; STOCK AWARDS;
                          RESTRICTED STOCK UNIT AWARDS
 
         2.1 Grant of Stock Options. The Committee may grant options under the
Plan to purchase shares of Common Stock to such key personnel, in such amounts
and subject to such terms and conditions as the Committee shall from time to
time determine in its sole discretion, subject to the terms and provisions of
the Plan.
 
         2.2 Grant of Stock Appreciation Rights.
 
         (a) The Committee may grant a related stock appreciation right in
connection with all or any part of an option granted under the Plan, either at
the time such option is granted or at any time thereafter prior to the exercise,
termination or cancellation of such option, and subject to such terms and
conditions as the Committee shall from time to time determine in its sole
discretion, consistent with the terms and provisions of the Plan. The grantee of
a related stock appreciation right shall, subject to the terms and conditions of
the Plan and the applicable Plan agreement, thereby have the right by exercise
thereof to surrender to the Company for cancellation all or a portion of such
related stock appreciation right, but only to the extent that the related option
is then exercisable, and to be paid therefor an amount equal to the excess (if
any) of (i) the aggregate fair market value of the shares of Common Stock
subject to the related stock appreciation right or portion thereof surrendered
(determined as of the exercise date), over (ii) the aggregate appreciation base
(determined pursuant to Section 2.6(d)) of the shares of Common Stock subject to
the stock appreciation right or portion thereof surrendered.
 
         (b) The Committee may grant an unrelated stock appreciation right to
such key personnel, and in such amount and subject to such terms and conditions,
as the Committee shall from time to time determine in its sole discretion,
subject to the terms and provisions of the Plan. The grantee of an unrelated
stock appreciation right shall, subject to the terms and conditions of the Plan
and the applicable Plan agreement, have the right to surrender to the Company
for cancellation all or a portion of such stock appreciation right, but only to
the extent that such stock appreciation right is then exercisable, and to be
paid therefor an amount equal to the excess (if any) of (i) the aggregate fair
market value of the shares of Common Stock subject to the stock appreciation
right or portion thereof surrendered (determined as of the exercise date), over
(ii) the aggregate appreciation base (determined pursuant to Section 2.6(d)) of
the shares of Common Stock subject to the stock appreciation right or portion
thereof surrendered.
 
         (c) Payment due to the grantee upon exercise of a stock appreciation
right shall be made (i) by check, (ii) in Common Stock (valued at the fair
market value thereof as of the date of exercise), or (iii) partly in the manner
provided in clause (i) and partly in the manner provided in clause (ii), all as
determined by the Committee in its sole discretion. If the Committee shall
determine to make all of such payments in Common Stock, no fractional shares
shall be issued and no payments shall be made in lieu of fractional shares.
 
         (d) The grant or exercisability of any stock appreciation right may be
subject to such conditions as the Committee, in its sole discretion, shall
determine, including a change of ownership or control of the Company or an
Affiliate. A stock appreciation right may be deemed to be automatically
exercised upon the occurrence of such events or conditions as may be determined
by the Committee in an applicable Plan agreement.
 
         2.3 Special ISO Requirements. In order for a grantee to receive special
tax treatment with respect to stock acquired under an option granted as an
incentive stock option, the grantee of such option must be, at all times during
the period beginning on the date of grant and ending on the day three months
before the date of exercise of such option, an employee of the Company or any of
the Company's parent corporations (within the meaning of Code section 424), or
of a corporation or a parent or subsidiary corporation of such corporation
issuing or assuming a stock option in a transaction in which Code section 424(a)
applies. If an option granted under the Plan is intended to be an incentive
stock option, then the option exercise price per share shall in no event be less
than 100% of the fair market value of the Common Stock on the date of such
grant. If an option granted under the Plan is intended to be an incentive stock
option, and if the grantee, at the time of grant, owns stock possessing 10
percent or more of the total combined voting power of all classes of stock of
the grantee's employer corporation or of its parent or subsidiary corporation,
then (i) the option exercise price per share shall in no event be less than 110%
of the fair market value of the Common Stock on the date of such grant and (ii)
such option shall not be exercisable after the expiration of five years after
the date such option is granted. Options granted under the Plan that are
intended to be incentive stock options may also have additional limitations
pursuant to the Code.
 
         2.4 Restricted and Unrestricted Stock Awards.
 
                  (a) The Committee may grant restricted stock awards, alone or
in tandem with other Awards under the Plan, to such key personnel, and subject
to such restrictions, terms and conditions, as the Committee shall determine in
its sole discretion and as shall be evidenced by the applicable Plan agreements.
The vesting of a restricted stock award granted under the Plan may be
conditioned upon the completion of a specified period of employment, or in the
case of directors who are not employees of the Company or its Affiliates, their
services as such, with the Company or any Affiliate, upon the attainment of
specified performance goals, and/or upon such other criteria as the Committee
may determine in its sole discretion.
 
                  (b) The Committee may grant unrestricted stock awards, alone
or in tandem with other Awards under the Plan, to such key personnel and subject
to such terms and conditions as the Committee shall determine in its sole
discretion and as shall be evidenced by the applicable Plan agreements.
 
                  (c) Each Plan agreement with respect to a restricted stock
award shall set forth the amount (if any) to be paid by the grantee with respect
to such Award and when or in what circumstances such payment is required to be
made. If a grantee made any payment for a restricted stock award or portion
thereof which does not vest, appropriate payment shall be made to the grantee
upon or following such forfeiture if and on such terms and conditions as the
Committee may determine.
 
                  (d) The Committee may provide that a certificate or
certificates representing the shares underlying a restricted stock award shall
be registered in the grantee's name and bear an appropriate legend specifying
that such shares are not transferable and are subject to the provisions of the
Plan and the restrictions, terms and conditions set forth in the applicable Plan
agreement, or that such certificate or certificates shall be held in escrow by
the Company on behalf of the grantee until such shares become vested or are
forfeited, all on such terms and conditions as the Committee may determine.
Except as the applicable Plan agreement may otherwise provide, no shares
underlying a restricted stock award may be assigned, transferred, or otherwise
encumbered or disposed of by the grantee until such shares have vested in
accordance with the terms of such Award. Subject to the provisions of Section
3.2, as soon as practicable after any restricted stock award shall vest, the
Company shall issue or reissue to the grantee (or to the grantee's designated
beneficiary in the event of the grantee's death) a certificate or certificates
for the Common Stock underlying such restricted stock award without such
restrictive legend.
 
                  (e) If and to the extent that the applicable Plan agreement
may so provide, a grantee shall have the right to vote and receive dividends on
the shares underlying a restricted stock award granted under the Plan. Unless
otherwise provided in the applicable Plan agreement, any stock received as a
dividend on, or in connection with a stock split of, the shares underlying a
restricted stock award shall be subject to the same restrictions as the shares
underlying such restricted stock award.
 
                  (f) Subject to Section 3.5 (relating to adjustments upon
changes in capitalization), as of any date the total number of shares of Common
Stock with respect to which restricted and unrestricted stock awards and
restricted stock unit awards may be granted pursuant to Sections 2.4 and 2.5
shall not exceed (i) 5,935,000 shares less (ii) the sum (without duplication) of
(A) the number of shares subject to outstanding restricted stock awards or
restricted stock unit awards or parts thereof not vested pursuant to the lapse
of restrictions, (B) the number of shares subject to restricted stock awards or
restricted stock unit awards or parts thereof which are canceled by the
Committee and for which cash is paid in respect thereof pursuant to Section
2.8(f), (C) the number of shares subject to restricted stock awards or
restricted stock unit awards which have vested pursuant to the lapse of
restrictions and (D) the number of shares subject to unrestricted stock awards,
plus (iii) the number of shares subject to restricted stock awards or parts
thereof not vested pursuant to the lapse of restrictions which are canceled
without payment of cash or other consideration in connection with termination of
the grantee's employment, services or otherwise.
 
                  (g) In the event that the Committee grants a stock award that
is intended to constitute qualified performance-based compensation within the
meaning of Code section 162(m), the following rules shall apply (as such rules
may be modified by the Committee to conform with Code section 162(m) and the
Treasury Regulations thereunder as may be in effect from time to time, and any
amendments, revisions or successor provisions thereto): (i) payments under the
stock award shall be made solely on account of the attainment of one or more
objective performance goals established in writing by the Committee not later
than 90 days after the commencement of the period of service to which the stock
award relates (or if less, 25% of such period of service); (ii) the performance
goal(s) to which the stock award relates shall be based on one or more of the
following business criteria applied to the grantee, a business unit or the
Company and/or an Affiliate: stock price, market share, sales, earnings per
share, return on equity, assets, capital or investment, net income, operating
income, operating income before restructuring charges, plus depreciation and
amortization other than relating to early extinguishment of debt and debt
issuance costs, sales growth, expense targets, working capital targets relating
to inventory and/or accounts receivable, operating margin, planning accuracy (as
measured by comparing planned results to actual results), and implementation or
completion of critical projects or processes; (iii) in any year, a grantee may
not be granted stock awards covering a total of more than 1,000,000 shares of
Common Stock pursuant to this Section 2.4(g); and (iv) once granted, the
Committee may not have discretion to increase the amount payable under such
stock award, provided, however, that whether or not a stock award is intended to
constitute qualified performance-based compensation within the meaning of Code
section 162(m), the Committee shall make appropriate adjustments in performance
goals under an Award to reflect the impact of extraordinary items not reflected
in such goals. For purposes of the Plan, extraordinary items shall be defined as
(1) any profit or loss attributable to acquisitions or dispositions of stock or
assets, (2) any changes in accounting standards that may be required or
permitted by the Financial Accounting Standards Board or adopted by the Company
after the goal is established, (3) all items of gain, loss or expense for the
year related to restructuring charges for the Company, (4) all items of gain,
loss or expense for the year determined to be extraordinary or unusual in nature
or infrequent in occurrence or related to the disposal of a segment of a
business all determined in accordance with standards established by Opinion No.
30 of the Accounting Principles Board or any successor thereto ("APB Opinion No.
30"), (5) all items of gain, loss or expense for the year related to
discontinued operations that do not qualify as a segment of a business as
defined in APB Opinion No. 30, and (6) such other items as may be prescribed by
Code section 162(m) and the Treasury Regulations thereunder as may be in effect
from time to time, and any amendments, revisions or successor provisions and any
changes thereto. The Committee shall, prior to making any award under this
Section 2.4(g), certify in writing that all applicable performance goals have
been attained.
 
         2.5 Restricted Stock Unit Awards.
 
                  (a) The Committee may grant restricted stock unit awards,
alone or in tandem with other Awards under the Plan, to acquire shares of Common
Stock to such key personnel and in such amounts and subject to such terms and
conditions as the Committee shall from time to time in its sole discretion
determine, subject to the terms of the Plan.
 
                  (b) Each restricted stock unit award under the Plan shall
relate to a specified maximum number of shares, and shall be exchangeable, as
determined in the sole discretion of the Committee, for all or a portion of such
shares, or for cash (or such other form of consideration as may be determined by
the Committee equivalent in value thereto) in up to an amount equal to the fair
market value of an equal number of unrestricted shares, at the end of such
specified period (an "award cycle") as may be established by the Committee. The
number of such shares which may be deliverable pursuant to such restricted stock
unit award shall be conditioned upon the completion of a specified period of
employment (or in the case of directors who are not employees of the Company or
its Affiliates, their services as such) with the Company or an Affiliate, upon
the attainment over such award cycle of such measure of the performance of the
Company, an Affiliate, one or more of its or their respective divisions or other
business units, or the grantee, and/or upon such other criteria as the Committee
may determine in its sole discretion. The Committee may make such provision in
the Plan agreement for full or partial credit, prior to completion of such award
cycle or achievement of the degree of attainment of any measures of performance
specified in connection with such restricted stock unit award, in the event of
the participant's death, retirement or other cessation of services, or
disability, or in such other circumstances, as the Committee in its sole
discretion may determine to be fair and equitable to the participant or in the
interest of the Company.
 
                  (c) In the event that the Committee grants a restricted stock
unit award that is intended to constitute qualified performance-based
compensation within the meaning of Code section 162(m), the following rules
shall apply (as such rules may be modified by the Committee to conform with Code
section 162(m) and the Treasury Regulations thereunder as may be in effect from
time to time, and any amendments, revisions or successor provisions, and any
changes thereto): (i) payments under the restricted stock unit award shall be
made solely on account of the attainment of one or more objective performance
goals established in writing by the Committee not later than 90 days after the
commencement of the period of service to which the restricted stock unit award
relates (or if less, 25% of such period of service); (ii) the performance
goal(s) to which the restricted stock unit award relates shall be based on one
or more of the following business criteria applied to the grantee, a business
unit or the Company and/or an Affiliate: stock price, market share, sales,
earnings per share, return on equity, assets, capital or investment, net income,
operating income, operating income before restructuring charges, plus
depreciation and amortization other than relating to early extinguishment of
debt and debt issuance costs, sales growth, expense targets, working capital
targets relating to inventory and/or accounts receivable, operating margin,
planning accuracy (as measured by comparing planned results to actual results),
and implementation or completion of critical projects or processes; (iii) in any
year, a grantee may not be granted restricted stock unit awards covering a total
of more than 1,000,000 shares of Common Stock pursuant to this Section 2.5(c);
and (iv) once granted, the Committee may not have discretion to increase the
amount payable under such restricted stock unit award, provided, however, that
whether or not a restricted stock unit award is intended to constitute qualified
performance-based compensation within the meaning of Code section 162(m), the
Committee shall make appropriate adjustments in performance goals under an Award
to reflect the impact of extraordinary items not reflected in such goals. For
purposes of the Plan, extraordinary items shall be defined as (1) any profit or
loss attributable to acquisitions or dispositions of stock or assets, (2) any
changes in accounting standards that may be required or permitted the Financial
Accounting Standards Board or adopted by the Company after the goal is
established, (3) all items of gain, loss or expense for the year related to
restructuring charges for the Company (4) all items of gain, loss or expense for
the year determined to be extraordinary or unusual in nature or infrequent in
occurrence or related to the disposal of a segment of a business all determined
in accordance with standards established by APB Opinion No. 30, (5) all items of
gain, loss or expense for the year related to discontinued operations that do
not qualify as a segment of a business as defined in APB Opinion No. 30, and (6)
such other items as may be prescribed by Code section 162(m) and the Treasury
Regulations thereunder as may be in effect from time to time, and any
amendments, revisions or successor provisions and any changes thereto. The
Committee shall, prior to making any award under this Section 2.5(c), certify in
writing that all applicable performance goals have been attained.
 
                  (d) To the extent determined by the Committee and provided in
a Plan agreement, dividend equivalents shall be credited to a grantee in respect
of restricted stock units held by the grantee. Such dividend equivalents shall
be converted into additional restricted stock units by dividing (i) the
aggregate amount or value of the dividends paid with respect to that number of
shares of Common Stock equal to the number of restricted stock units then
credited by (ii) the fair market value per share of Common Stock on the payment
date for such dividend. The additional restricted stock units credited by reason
of such dividend equivalents shall be subject to all the terms and conditions of
the restricted stock unit to which they relate.
 
         2.6 Agreements Evidencing Awards.
 
                  (a) Awards granted under the Plan shall be evidenced by
written agreements ("Plan agreements") which shall contain such provisions not
inconsistent with the terms and provisions of the Plan as the Committee may in
its sole discretion deem necessary or desirable.
 
                  (b) Each Plan agreement with respect to the granting of an
Award other than a related stock appreciation right shall set forth the number
of shares of Common Stock subject to the Award granted thereby. Each Plan
agreement with respect to the granting of a related stock appreciation right
shall set forth the number of shares of Common Stock subject to the related
option which shall also be subject to the related stock appreciation right
granted thereby.
 
                  (c) Each Plan agreement with respect to the granting of an
option shall set forth the amount (the "option exercise price") payable by the
grantee to the Company in connection with the exercise of the option evidenced
thereby. The option exercise price per share shall in no event be less than 100%
of the fair market value of a share of Common Stock on the date the option is
granted.
 
                  (d) Each Plan agreement with respect to a stock appreciation
right shall set forth the amount (the "appreciation base") over which
appreciation will be measured upon exercise of the stock appreciation right
evidenced thereby. The appreciation base per share of Common Stock subject to an
unrelated stock appreciation right shall in no event be less than 100% of the
fair market value of a share of Common Stock on the date the stock appreciation
right is granted. The appreciation base per share of Common Stock subject to a
related stock appreciation right shall in all cases be the option exercise price
per share of Common Stock subject to the related option.
 
         2.7 Exercise of Related Stock Appreciation Right Reduces Shares Subject
to Option. Upon any exercise of a related stock appreciation right or any
portion thereof, the number of shares of Common Stock subject to the related
option shall be reduced by the number of shares of Common Stock in respect of
which such stock appreciation right shall have been exercised.
 
         2.8 Exercisability of Options, Stock Appreciation Rights and Other
Awards; Cancellation of Awards in Certain Cases.
 
         Subject to the other provisions of the Plan:
 
                  (a) Except as hereinafter provided, each Plan agreement with
respect to an option or stock appreciation right shall set forth the period
during which and the conditions subject to which the option or stock
appreciation right evidenced thereby shall be exercisable, and each Plan
agreement with respect to a restricted stock award or restricted stock unit
award shall set forth the period after which and the conditions subject to which
the shares underlying such Award shall vest or be deliverable, all such periods
and conditions to be determined by the Committee in its sole discretion. Unless
the applicable Plan agreement otherwise specifies: no option or stock
appreciation right shall be exercisable prior to the first anniversary of the
date of grant, and each option or stock appreciation right granted under the
Plan shall become cumulatively exercisable with respect to 25% of the shares of
Common Stock subject thereto, rounded down to the next lower full share, on the
first anniversary of the date of grant, and with respect to an additional 25% of
the shares of Common Stock subject thereto, rounded down to the next lower full
share, on each of the second and third anniversaries of the date of grant, and
shall become 100% exercisable on the fourth anniversary of the date of grant,
and shall remain 100% exercisable until the expiration date of the Award and
shall terminate and cease to be exercisable on the day after the expiration date
of the Award.
 
                  (b) Except as provided in Section 2.10(e), (i) no option or
stock appreciation right awarded on or after April 14, 2004 may be exercised
more than 7 years after the date of grant, and (ii) no shares of Common Stock
underlying any other Award under the Plan may vest or become deliverable more
than 10 years after the date of grant.
 
                  (c) Unless the applicable Plan agreement otherwise provides, a
related stock appreciation right shall be exercisable at any time during the
period that the related option may be exercised.
 
                  (d) Unless the applicable Plan agreement otherwise provides,
an option or stock appreciation right granted under the Plan may be exercised
from time to time as to all or part of the full number of shares as to which
such option or stock appreciation right shall then be exercisable.
 
                  (e) An option or stock appreciation right shall be exercisable
by the filing of a written notice of exercise with the Company, on such form and
in such manner as the Committee shall in its sole discretion prescribe, and by
payment in accordance with Section 2.9.
 
                  (f) Unless the applicable Plan agreement otherwise provides:
in the case of an option or stock appreciation right, at any time after the
Company's receipt of written notice of exercise of an option or stock
appreciation right and prior to the option or stock appreciation right exercise
date (as defined in subsection (g) of this Section 2.8), and in the case of a
stock award or restricted stock unit award, at any time within the six business
days immediately preceding the otherwise applicable date on which the previously
restricted stock award or restricted stock unit award would otherwise have
become unconditionally vested or the shares subject thereto unconditionally
deliverable, the Committee, in its sole discretion, shall have the right, by
written notice to the grantee, to cancel such Award or any part thereof if the
Committee, in its sole judgment, determines that legal or contractual
restrictions and/or blockage and/or other market considerations would make the
Company's acquisition of Common Stock from the public markets, the Company's
issuance of Common Stock to the grantee, the grantee's acquisition of Common
Stock from the Company and/or the grantee's sale of Common Stock to the public
markets illegal, impracticable or inadvisable. If the Committee determines to
cancel all or any part of an Award, the Company shall pay to the grantee an
amount equal to the excess of (i) the aggregate fair market value of the shares
of Common Stock subject to the Award or part thereof canceled (determined as of
the option or stock appreciation right exercise date, or the date that shares
would have been unconditionally vested or delivered in the case of a stock award
or restricted stock unit award), over (ii) the aggregate option exercise price
or appreciation base of the option or stock appreciation right or part thereof
canceled (in the case of an option or stock appreciation right) or any amount
payable as a condition of delivery of shares (in the case of a stock award or
restricted stock unit award). Such amount shall be delivered to the grantee as
soon as practicable after such Award or part thereof is canceled.
 
                  (g) Unless the applicable Plan agreement otherwise provides,
the "option exercise date" and the "stock appreciation right exercise date"
shall be the date that written notice of exercise, together with payment, are
received by the Company; provided that if subsection (f) of this Section 2.8 is
applicable, the option exercise date or stock appreciation right exercise date
shall be the later of: (i) the sixth business day following the date written
notice of exercise is received by the Company; and (ii) the date when payment is
received by the Company.
 
                  (h) Notwithstanding any other provision of the Plan (but
except as otherwise provided in this subsection (h)), Awards other than options
and stock appreciation rights shall vest (i.e., become nonforfeitable) over a
minimum period of three years; provided that (i) in the event of a
Reorganization Event (as defined in Section 3.11(c)) or, in respect of such an
Award to any grantee, in the event of the grantee's death, disability, or
retirement, no such minimum vesting period shall be required, (ii) to the extent
vesting in such an Award is conditioned upon the achievement of one or more
performance goals, the Award shall vest over a minimum period of one year
(rather than over a minimum period of three years), and (iii) up to 300,000
shares of Common Stock may be made subject to such Awards without minimum
vesting requirements. For purposes of this subsection (h), vesting over a
three-year period or one-year period (as the case may be) shall include periodic
vesting over such period if the rate of such vesting is proportional throughout
such period.
 
         2.9 Payment of Award Price.
 
                  (a) Unless the applicable Plan agreement otherwise provides or
the Committee in its sole discretion otherwise determines, any written notice of
exercise of an option or stock appreciation right must be accompanied by payment
of the full option or stock appreciation exercise price. If Section 2.8(g)
applies, and the six business day delay for the option exercise date or stock
appreciation right exercise date is applied, the grantee shall have no right to
pay the option or stock appreciation right exercise price or to receive Common
Stock with respect to the option or stock appreciation right exercise prior to
the lapse of such six business days.
 
                  (b) Payment of the option exercise price and of any other
payment required by the Plan agreement to be made pursuant to any other Award
shall be made in any combination of the following: (i) by certified or official
bank check payable to the Company (or the equivalent thereof acceptable to the
Committee); (ii) with the consent of the Committee in its sole discretion, by
personal check (subject to collection) which may in the Committee's sole
discretion be deemed conditional; and/or (iii) unless otherwise provided in the
applicable Plan agreement, by delivery of previously-acquired shares of Common
Stock owned by the grantee for at least six months (or such longer or shorter
period as the Committee may in its sole discretion determine that will not
result in variable accounting treatment) having a fair market value (determined
as of the option exercise date, in the case of options, or other relevant
payment date as determined by the Committee, in the case of other Awards) equal
to the portion of the exercise price being paid thereby or attestation as to the
ownership of such shares of Common Stock by the grantee, provided that the
Committee may require, as a condition of accepting any such delivery (or
attestation as to ownership) of shares of Common Stock, that the grantee furnish
an opinion of counsel acceptable to the Company to the effect that such delivery
(or attestation) would not result in the grantee incurring any liability under
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and does not require any Consent (as defined in Section 3.2) (a
"Compliance Opinion"). Payment in accordance with clause (i) of this Section
2.9(b) may be deemed to be satisfied, if and to the extent that the applicable
Plan agreement so provides or the Committee permits, by delivery to the Company
of an assignment of a sufficient amount of the proceeds from the sale of Common
Stock to be acquired pursuant to the Award to pay for all of the Common Stock to
be acquired pursuant to the Award and an authorization to the broker or selling
agent to pay that amount to the Company and to effect such sale at the time of
exercise or other delivery of shares of Common Stock, provided that the
Committee may require, as a condition of accepting any such payment, that the
grantee furnish a Compliance Opinion. As soon as practicable after receipt of
full payment, the Company shall, subject to the provisions of Sections 2.8(f)
and 3.2, deliver to the grantee a certificate or certificates for the shares of
Common Stock deliverable pursuant to such Award, which certificate or
certificates may bear such legends as the Company may deem appropriate
concerning restrictions on their disposition in accordance with applicable
federal and state securities laws, rules and regulations or otherwise.
 
                  (c) Notwithstanding any other provision of this Plan or the
applicable Plan agreement, no grantee shall, directly or indirectly, sell any
shares of Common Stock unless (i) such grantee owns the shares to be sold or has
exercised an Award with respect thereto and the shares to be sold are
immediately issuable to the grantee pursuant to such exercise (subject to
Section 2.8(g) if applicable) and (ii) such grantee delivers such shares in
settlement in accordance with all settlement rules applicable to such
transaction.
 
         2.10 Termination of Employment or Services.
 
                  (a) The following "default rules" set forth in this Section
2.10 shall govern the exercisability of options and the continuation of other
Awards following termination of employment of a grantee with the Company and its
Affiliates, or the termination of services as a director for the Company and its
Affiliates for directors who are not employees of the Company or its Affiliates,
except in each case where: (i) other provisions of the Plan specify a different
rule (e.g., Section 3.11 dealing with early termination of an option in
connection with certain corporate events); or (ii) the Plan agreement provides
for a different rule (as specified by the Committee pursuant to its authority
under the Plan).
 
                  (b) Upon termination of a grantee's employment with the
Company and its Affiliates, or in the case of termination of services for
directors who are not employees, (i) by the Company or its Affiliate either for
(A) "good reason" as defined in the Revlon Executive Severance Policy as in
effect on the date of adoption of this Plan, with respect to employees or (B)
"good reason", "cause" or any like term as defined under any employment
agreement to which a grantee may be a party or, in the case of non-employee
directors, removal for cause as set forth in the Company's By-laws from time to
time or (ii) by a grantee otherwise than either for (A) "good reason", "cause"
or any like term as defined under any employment agreement to which a grantee
may be a party from time to time or (B) the reasons described in subsection (d)
or (e) hereof, all outstanding options and stock appreciation rights granted to
such grantee shall cease to be exercisable, the portions of all restricted stock
or restricted stock unit Awards which are unvested or as to which all
restrictions have not lapsed shall be automatically cancelled and such grantee
may not satisfy any condition, limitation or restriction which is unsatisfied
(and no additional portion shall otherwise become vested) under any other
outstanding Award, following the date of such termination of employment with
respect to employees or termination of services in the case of non-employee
directors, and all outstanding Awards held by such grantee shall in all respects
automatically be canceled on the date of such termination of employment or
services, as the case may be.
 
                  (c) Upon termination of a grantee's employment with the
Company and its Affiliates, or in the case of termination of services for
non-employee directors, for any reason other than as described in subsection
(b), (d) or (e) hereof (including by reason of such grantee's employer ceasing
to be an Affiliate of the Company), the portions of outstanding options and
stock appreciation rights granted to such grantee that are exercisable as of the
date of termination of employment or, in the case of non-employee directors,
services, may continue to be exercised, and any payment or notice provided for
under the terms of any other outstanding Award as respects the portion thereof
vested as of the date of termination of such employment or services, as the case
may be, may be given for a period of ninety (90) days from and including the
date of termination of such employment or services, but no additional portions
of outstanding options or stock appreciation rights granted to such grantee
shall become exercisable, and such grantee may not satisfy any condition,
limitation or restriction which is unsatisfied (and no additional portion shall
otherwise become vested) under any other outstanding Award, following the date
of such termination of employment or services, and such unexercisable or
unvested Awards or parts thereof, including the portions of all restricted stock
and restricted stock unit awards which are unvested or as to which all
restrictions have not lapsed, shall in all respects automatically be canceled on
the date of such termination of employment or services.
 
                  (d) If the grantee voluntarily retires with the consent of the
grantee's employer or retires as a non-employee director with the consent of the
Company or the grantee's employment or services as a non-employee director
terminates due to permanent disability, the portions of outstanding options and
stock appreciation rights granted to such grantee that are exercisable as of the
date of voluntary retirement or termination of employment or, in the case of
non-employee directors, services, may continue to be exercised, and any payment
or notice provided for under the terms of any other outstanding Award as
respects the portion thereof vested as of the date of termination of such
employment or services, as the case may be, may be given for a period of one
year from and including the date of termination of such employment or services,
but no additional portions of outstanding options or stock appreciation rights
granted to such grantee shall become exercisable, and such grantee may not
satisfy any condition, limitation or restriction which is unsatisfied (and no
additional portion shall otherwise become vested) under any other outstanding
Award, following the date of such termination of employment or services, and
such unexercisable or unvested Awards or parts thereof, including the portions
of all restricted stock and restricted stock unit awards which are unvested or
as to which all restrictions have not lapsed, shall in all respects
automatically be canceled on the date of such termination of employment or
services.
 
                  (e) If the grantee's employment or services (in the case of
non-employee directors) terminates by reason of death, or if the grantee's
employment or services (in the case of non-employee directors) terminates under
circumstances providing for continued exercisability under subsection (c) or (d)
of this Section 2.10 and during the period of continued exercisability described
in subsection (c) or (d) the grantee dies, the portions of outstanding options
and stock appreciation rights granted to such grantee that are exercisable as of
the date of the grantee's death may continue to be exercised, and any payment or
notice provided for under the terms of any other outstanding Award as respects
the portion thereof vested as of the date of death of such grantee may be given
by the person to whom such rights have passed under the grantee's will (or, if
applicable, pursuant to the laws of descent and distribution) for a period of
one year from and including the date of the grantee's death (notwithstanding
that such period may extend beyond the otherwise applicable expiration date of
the Award), but no additional portions of outstanding options or stock
appreciation rights granted to such grantee shall become exercisable, and such
grantee (or the person to whom such rights have passed under the grantee's will
(or, if applicable, pursuant to the laws of descent and distribution)) may not
satisfy any condition, limitation or restriction which is unsatisfied (and no
additional portion shall otherwise become vested) under any other outstanding
Award, following either the date of death of such grantee as respects a grantee
whose employment or services terminates by reason of death, or the date provided
in subsection (c) or (d) as respects a grantee whose death occurs during the
period of continued exercisability provided in subsection (c) or (d), and such
unexercisable or unvested Awards or parts thereof, including the portions of all
restricted stock and restricted stock unit awards which are unvested or as to
which all restrictions have not lapsed, shall in all respects automatically be
canceled either on the date of death of such grantee as respects a grantee whose
employment or services terminates by reason of death, or the date provided in
subsections (c) or (d) as respects a grantee whose death occurs during the
period of continued exercisability provided in subsections (c) or (d).
 
                  (f) Notwithstanding the foregoing, the Committee may in its
sole discretion provide for a longer or shorter period for exercise of an option
or stock appreciation right or may permit a grantee to continue vesting under
any option, stock appreciation right or restricted stock or restricted stock
unit award or to make any payment, give any notice and continue satisfying any
performance or other condition under any other Award in the case of a grantee
whose employment terminates for any reason, including without limitation: (1)
such grantee's employer ceases to be an Affiliate of the Company; or (2) a
grantee transfers employment with the Company's consent to a purchaser of a
business disposed of by the Company; or (3) a grantee voluntarily retires with
the consent of the grantee's employer or retires as a non-employee director with
the consent of the Company; or (4) a grantee's employment or services as a
non-employee director terminates due to permanent disability; or (5) a grantee
dies. The Committee may in its sole discretion determine: (i) whether any
termination of employment or services (in the case of non-employee directors) is
a voluntary retirement with employer or Company consent or is due to permanent
disability for purposes of the Plan; (ii) whether any leave of absence
(including any short-term or long-term disability or medical leave) constitutes
a termination of employment within the meaning of the Plan; or (iii) the
applicable date of any such termination of employment or services (in the case
of non-employee directors) or permanent disability, and (iv) the impact, if any,
of any of the foregoing on Awards under the Plan.
 
                  (g) Any grantee who terminates employment with the Company and
its Affiliates who accepts employment with a competitor of the Company in
violation of the Company's Employee Agreement as to Confidentiality and
Non-Competition, as in effect from time to time, or in violation of any other
non-competition agreement or covenant executed by the grantee, as in effect from
time to time shall, within ten (10) days of such acceptance of employment, make
a cash payment to the Company equal to the value of any: (1) profits realized
from the exercise of any option or stock appreciation right during the twelve
(12) month period immediately prior to termination of employment; and (2)
restricted stock which vested, or any other Award which vested or for which
consideration was received, during the twelve (12) month period immediately
prior to the date of such termination of employment and the Company shall be
authorized to deduct such amounts from any amounts otherwise due such grantee.
 
                                   ARTICLE III
 
                                  MISCELLANEOUS
 
         3.1 Amendment of the Plan; Modification of Awards.
 
                  (a) The Board may, without shareholder approval, at any time
and from time to time suspend or discontinue the Plan or revise or amend it in
any respect whatsoever, except that no such amendment shall impair any rights
under any Award theretofore made under the Plan without the consent of the
person to whom such Award was made. Furthermore, except as and to the extent
otherwise permitted by Section 3.5 or 3.11, no such amendment shall, without
approval by a majority in voting power of the Company's stockholders:
 
                           (i) materially increase the benefits accruing to
                  grantees under the Plan;
 
                           (ii) materially increase the number of shares of
                  Common Stock in respect of which Awards may be issued under
                  the Plan pursuant to Section 1.5 or pursuant to grants of
                  restricted or unrestricted stock or restricted stock unit
                  awards pursuant to Section 2.4(f), or increase the number of
                  shares of Common Stock in respect of which Awards may be
                  granted in any year under Section 1.5;
 
                           (iii) materially modify the designation in Section
                  1.3 of the class of persons eligible to receive Awards under
                  the Plan;
 
                           (iv) except as provided in Section 2.10(e), (A)
                  permit a stock option or unrelated stock appreciation right
                  awarded on or after April 14, 2004 to be exercisable more than
                  7 years after the date of grant, or (B) permit shares of
                  Common Stock underlying any other Award to vest or become
                  deliverable more than 10 years after the date of grant;
 
                           (v) permit a stock option to have an option exercise
                  price, or a stock appreciation right to have an appreciation
                  base, of less than 100% of the fair market value of a share of
                  Common Stock on the date the stock option or stock
                  appreciation right is granted;
 
                           (vi) have the effect of lowering the option exercise
                  price of any option or the appreciation base per share of any
                  stock appreciation right after it is granted; or
 
                           (vii) extend the term of the Plan beyond the period
                  set forth in Section 3.14.
 
                  (b) Unless otherwise provided in the Plan or the applicable
Plan agreement and subject to the terms and conditions of the Plan (including
Section 3.1(a)), the Committee may amend outstanding Plan agreements with such
grantee, including, without limitation, any amendment which would (i) accelerate
the time or times at which an Award may vest or be exercised and/or (ii) extend
the scheduled expiration date of the Award, except that no such amendment shall
impair any rights under any Award theretofore made under the Plan to the grantee
without the consent of the grantee.
 
         3.2 Restrictions.
 
                  (a) If the Committee shall at any time determine that any
Consent (as hereinafter defined) is necessary or desirable as a condition of, or
in connection with, the granting of any Award under the Plan, the acquisition,
issuance or purchase of shares or other rights thereunder, any determination
regarding vesting or termination of any Award or satisfaction of any performance
or other condition thereunder or the taking of any other action thereunder (each
such action being hereinafter referred to as a "Plan Action"), then such Plan
Action shall not be required to be taken, in whole or in part, unless and until
such Consent shall have been effected or obtained to the full satisfaction of
the Committee. Without limiting the generality of the foregoing, in the event
that (i) the Committee shall be entitled under the Plan to make any payment in
cash, Common Stock or both, and (ii) the Committee shall determine that Consent
is necessary or desirable as a condition of, or in connection with, payment in
any one or more of such forms, then the Committee shall be entitled to determine
not to make any payment whatsoever until such Consent shall have been obtained
in the manner aforesaid.
 
                  (b) The term "Consent" as used herein with respect to any Plan
Action means (i) any and all listings, registrations or qualifications in
respect thereof upon any securities exchange or other self-regulatory
organization or under any federal, state, local or foreign law, rule or
regulation, (ii) the expiration, elimination or satisfaction of any
prohibitions, restrictions or limitations under any federal, state, local or
foreign law, rule or regulation or the rules of any securities exchange or other
self-regulatory organization, (iii) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or
with respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made, and (iv) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies or any parties to any loan agreements or other
contractual obligations of the Company or any of its Affiliates.
 
         3.3 Nontransferability.
 
                  (a) No Award granted to any grantee under the Plan and no
rights under any Plan agreement shall be assignable or transferable by the
grantee (voluntarily or by operation of law) other than by will or by the laws
of descent and distribution to the extent provided by the Plan and any
applicable Plan agreement. During the lifetime of the grantee, all rights with
respect to any Award granted to the grantee under the Plan or under any Plan
agreement shall be exercisable only by such grantee.
 
                  (b) Notwithstanding Section 3.3(a), the Committee may in the
applicable Plan agreement or at any time thereafter provide that options granted
hereunder which are not intended to qualify as incentive stock options under
Code section 422 may be transferred without consideration by the grantee,
subject to such rules as the Committee may adopt to preserve the purposes of the
Plan, to:
 
                           (i) the grantee's spouse, children or grandchildren
                  (including adopted and stepchildren and grandchildren)
                  (collectively, the "Immediate Family");
 
                           (ii) a trust solely for the benefit of the grantee
                  and or members of his or her Immediate Family; or
 
                           (iii) a partnership or limited liability company
                  whose only partners or shareholders are the grantee and/or
                  members of his or her Immediate Family members.
 
(each transferee described in clauses (i), (ii) and (iii) above is hereinafter
referred to as a "Permitted Transferee"); provided that the grantee provides the
Committee with advance written notice describing the terms and conditions of the
proposed transfer and the Committee notifies the grantee in writing that such a
transfer would comply with the requirements of the Plan and any applicable Plan
agreement; and provided further that with respect to options granted to officers
and directors subject to the reporting requirements of Section 16 of the
Exchange Act, no such options may be transferred within six months of the grant
date to the extent such transfer would result in the grant of the option being
deemed to constitute a non-exempt purchase under Section 16 of the Exchange Act.
The terms of any such transferred option shall apply to the Permitted
Transferee, except that Permitted Transferees shall not be entitled to transfer
any options, other than by will or the laws of descent and distribution.
 
         3.4      Withholding Taxes.
 
                  (a) Whenever under the Plan shares of Common Stock are to be
delivered upon exercise of an option or stock appreciation right, upon the lapse
of restrictions on restricted stock awards, pursuant to restricted stock unit
awards or otherwise, the Committee shall be entitled to require as a condition
of delivery that the grantee remit an amount sufficient to satisfy all federal,
state and other governmental withholding tax requirements related thereto.
Whenever cash is to be paid to a grantee under the Plan (whether upon the
exercise or cancellation of an Award or otherwise), the Company shall be
entitled as a condition of its payment to deduct therefrom, or from any
compensation, expense reimbursement or other payments due to the grantee, an
amount sufficient to satisfy all federal, state and other governmental
withholding tax and like requirements related thereto or to the delivery of any
shares of Common Stock under the Plan.
 
                  (b) With the approval of the Committee, a grantee may satisfy
the foregoing withholding requirements, in whole or in part, by electing to have
the Company withhold from delivery shares of Common Stock having a fair market
value (determined as of the date as of which the amount of tax to be withheld is
determined) equal to the minimum amount of tax required to be withheld. A
grantee may also satisfy, in whole or in part, the foregoing withholding
requirements by delivery of unrestricted shares of Common Stock owned by the
grantee for at least six months (or such shorter or longer period as the
Committee may approve or require that will not result in variable accounting
treatment) having a fair market value (determined as of the date of such
delivery by the grantee) equal to the amount otherwise payable. Without limiting
the generality of the foregoing, the Committee may require, as a condition of
accepting any such delivery or approving any such withholding of shares of
Common Stock, that the grantee furnish a Compliance Opinion.
 
         3.5 Adjustments Upon Changes in Capitalization. In the event that any
dividend or other distribution is declared (whether in the form of cash, Company
Stock, or other property), or there occurs any recapitalization, Company Stock
split, reverse Company Stock split, reorganization, merger, consolidation,
spin-off, combination, repurchase, or share exchange, or other similar corporate
transaction or event, if the Committee determines in its sole discretion that it
is appropriate to do so, (i) the number and kind of shares of Common Stock or
other property which may thereafter be issued in connection with Awards, (ii)
the number and kind of shares of Common Stock, cash, or other property to be
issued or issuable in respect of outstanding Awards, (iii) the exercise price,
grant price or purchase price relating to any Award, and (iv) the maximum number
of shares subject to Awards which may be awarded to any grantee during any
period shall be equitably adjusted (including without limitation by way of
cancellation of an Award in exchange for a cash payment) to prevent the dilution
or enlargement of the rights of grantees without change in any aggregate
purchase price; provided that no incentive stock option granted under the Plan
shall be adjusted in a manner that causes such option to fail to continue to
qualify as an "incentive stock option" within the meaning of Code section 422
without the consent of the grantee. Adjustments under this Section 3.5 shall be
made by the Committee, whose determination as to what adjustments shall be made,
and the extent thereof, shall be final, binding and conclusive.
 
         3.6 Right of Discharge Reserved. Nothing in the Plan or in any Plan
agreement shall confer upon any officer, director, employee or other person the
right to continue in the employment of, or to continue performing services as a
director for, the Company or any of its Affiliates or affect any right which the
Company or any of its Affiliates may have to terminate the employment or
services of such officer, director, employee or other person.
 
         3.7 No Rights as a Stockholder. No grantee or other person exercising
an option or stock appreciation right or entitled to delivery of shares of
Common Stock pursuant to any other Award shall have any of the rights of a
stockholder of the Company with respect to shares subject to an option or stock
appreciation right or shares deliverable upon exercise of any other Award until
the issuance of a stock certificate to such person for such shares. Except as
otherwise provided in Section 3.5, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in
cash, securities or other property) for which the record date is prior to the
date such stock certificate is registered in the name of the grantee. In the
case of a grantee of a restricted stock award, the grantee shall have the rights
of a stockholder of the Company if and only to the extent provided in the
applicable Plan agreement.
 
         3.8      Nature of Payments.
 
                  (a) Any and all grants of options, stock appreciation rights,
stock awards and restricted stock unit awards and payments of cash or issuances
of shares of Common Stock hereunder shall be granted, issued, delivered or paid,
as the case may be, in consideration of services performed for the Company or
for its Affiliates by the grantee.
 
                  (b) All such grants, issuances and payments shall constitute a
special incentive payment to the grantee and shall not, unless otherwise
determined by the Committee, be taken into account in calculating the amount of
compensation of the grantee for the purposes of determining any pension,
retirement, death or other benefits under (i) any pension, retirement, life
insurance or other benefit plan of the Company or any Affiliate or (ii) any
agreement between the Company or any Affiliate, on the one hand, and the grantee
on the other hand.
 
                  (c) By accepting an Award under the Plan, the grantee shall
thereby be understood to have waived any claim to continued exercise or vesting
of an Award or to damages or severance entitlement related to non-continuation
of the Award beyond the period provided herein or in the applicable Plan
agreement, notwithstanding any contrary provision in any written employment
contract or other agreement with the grantee, whether any such agreement is
executed before or after the grant date of the Award.
 
         3.9 Non-Uniform Determinations. The Committee's determinations under
the Plan need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, Awards under the Plan (whether or not such
persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective Plan agreements, as to (a) the persons to receive Awards under the
Plan, (b) the terms and provisions of Awards under the Plan, (c) the exercise by
the Committee of its discretion in respect of the exercise of rights pursuant to
the terms of the Plan or any Plan agreement, and (d) the treatment of leaves of
absences, disability leaves, terminations for cause or good reason and other
determinations under the Plan or any Plan agreement.
 
         3.10 Other Payments or Awards. Nothing contained in the Plan shall be
deemed in any way to limit or restrict the Company, any Affiliate or the
Committee from making any award or payment or granting any right to any person
under any other plan, arrangement or understanding, whether now existing or
hereafter in effect.
 
         3.11     Reorganization.
 
                  (a) In the event that Revlon or any successor is merged or
consolidated with another corporation and, whether or not Revlon or such
successor shall be the surviving corporation, there shall be any change in the
shares of Common Stock as then constituted by reason of such merger or
consolidation, or in the event that all or substantially all of the assets of
the Company are acquired by another person, or in the event of a reorganization
or liquidation of Revlon or any successor, or other similar transaction (each
such event being herein after referred to as a "Reorganization Event") or in the
event that the Board shall propose that Revlon or any successor enter into a
Reorganization Event, then the Committee may in its sole discretion, by written
notice to a grantee, provide that such grantee's options and stock appreciation
rights and all other Awards requiring action on the part of such grantee will be
terminated unless such grantee exercises or takes such action within 30 days (or
such longer period as the Committee shall determine in its sole discretion)
after the date of such notice; provided however that if the Committee takes such
action the Committee also shall accelerate to an appropriate earlier date the
dates upon which all outstanding options and stock appreciation rights of such
grantee shall be exercisable and such action under such other Awards may be
taken. The Committee also may in its sole discretion, by written notice to a
grantee, provide that the restrictions on restricted stock awards lapse and the
performance and other conditions of other Awards shall be adjusted in the event
of a Reorganization Event upon such terms and conditions as the Committee may
determine.
 
                  (b) Whenever deemed appropriate by the Committee, the actions
referred to in Section 3.11(a) may be made conditional upon the consummation of
the applicable Reorganization Event.
 
         3.12 Legend on Certificates. All certificates for shares of Common
Stock issued pursuant to Awards hereunder may be stamped or otherwise imprinted
with a legend in such form as the Company may require with respect to any
applicable restrictions on the sale or transfer of shares.
 
         3.13 Section Headings. The section headings contained herein are for
the purposes of convenience only and are not intended to define or limit the
contents of said sections.
 
         3.14 Term of Plan. The Plan shall terminate on April 14, 2014, and no
Awards shall thereafter be made under the Plan. Notwithstanding the foregoing,
all Awards made under the Plan prior to such termination date shall remain in
effect until such Awards have been satisfied or terminated in accordance with
the terms and provisions of the Plan and the applicable Plan agreement.
 
         3.15 Tenure. A participant's right, if any, to continue to serve the
Company or any of its Affiliates as a director, officer, employee or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan.
 
         3.16 Unfunded Plan. Participants shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
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 such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.
 
         3.17 Governing Law. This Plan shall be governed by the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state.
 
         3.18 Conditions. If pursuant to Section 2.10(f) or Section 3.11(a) the
dates upon which options shall be exercisable are accelerated, it shall be on
the condition that with respect to options granted to officers and directors
subject to the reporting requirements of Section 16 of the Exchange Act the
shares underlying such options may not be sold by any such individual (or their
estate or Permitted Transferee) within 6 months after the grant of the option to
the extent such sale would result in the grant of the option being deemed to
constitute a non-exempt purchase under Section 16 of the Exchange Act.