UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Filed by a Party other than the Registrant o

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o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant toRule14a-12

REVLON, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


þ	No fee required.

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REVLON, INC.
237 PARK AVENUE
NEW YORK, NY 10017

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Revlon, Inc.

The ~~2009~~2011 Annual Meeting of Stockholders of Revlon, Inc., a Delaware corporation (the “Company”), will be held at 10:00 a.m., Eastern Time, on Thursday, June ~~4, 2009,~~2, 2011, at Revlon’s ~~offices~~Research Center at ~~237 Park Ave., 13th Floor, New York, NY 10017.~~2121 Route 27, Edison, NJ 08818. The following proposals will be voted on at the ~~2009~~2011 Annual Meeting:

1. ~~The~~the election of the following persons as members of the Company’s Board of Directors ~~of the Company~~ to serve until the next Annual Meeting and until such directors’ successors are elected and shall have been qualified: Ronald O. Perelman, Alan S. Bernikow, Paul J. Bohan, Alan T. Ennis, Meyer Feldberg, ~~Ann D. Jordan,~~ David L. Kennedy, Debra L. Lee, Tamara Mellon, Richard J. Santagati, Barry F. Schwartz and Kathi P. ~~Seifert and Kenneth L. Wolfe;~~Seifert;

2. ~~The~~the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009;~~2011;

3. the non-binding, advisory vote of stockholders on the Company’s executive compensation, as disclosed pursuant to Item 402 ofRegulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in this Proxy Statement(“say-on-pay”);

4. the non-binding, advisory vote of stockholders on the future frequency of the“say-on-pay” vote; and

~~3. The~~5. the transaction of such other business as may properly come before the ~~2009~~2011 Annual Meeting.

A Proxy Statement describing the matters to be considered at the ~~2009~~2011 Annual Meeting accompanies this notice. Only stockholders of record at 5:00 p.m., Eastern Time, on April ~~9, 2009~~8, 2011 are entitled to notice of, and to vote at, the ~~2009~~2011 Annual Meeting and at any adjournments thereof. For at least ten days prior to the ~~2009~~2011 Annual Meeting, a list of stockholders entitled to vote at the ~~2009~~2011 Annual Meeting will be available for inspection during normal business hours at the offices of the Company’s Secretary at 237 Park Avenue, 14th Floor, New York, NY 10017, and such list also will be available at the ~~2009~~2011 Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the June ~~4, 2009~~2, 2011 Annual
Stockholders’ Meeting:

We are delivering our Proxy Statement and ~~2008~~2010 Annual Report ~~this year~~ under U.S. Securities and Exchange Commission rules that require companies to make proxy materials available to their stockholders over the Internet and to furnish notice of Internet access to such materials. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to all of our stockholders (stockholders who have a request for paper copies on file with ~~us,~~ our transfer agent or their broker will receive paper copies of our proxy materials in the mail). A paper copy of our proxy materials may be requested through one of the methods described in the Notice of Internet Availability of Proxy Materials. Our Proxy Statement, including the Notice of Annual Meeting of Stockholders, and our ~~2008~~2010 Annual Report to Stockholders are available atwww.proxyvote.com (where stockholders may also vote their shares, over the Internet) and at~~www.revloninc.com.~~www.revloninc.com.

Whether or not you plan to attend the ~~2009~~2011 Annual Meeting, your vote is important. Please promptly submit your proxy by Internet, telephone or mail by following the instructions found on your Notice of Internet Availability of Proxy Materials or proxy card. Your proxy can be withdrawn by you at any time before it is voted at the ~~2009~~2011 Annual Meeting.

If you plan to attend the ~~2009~~2011 Annual Meeting in person, you should check the appropriate box on your proxy card (or indicate that you will attend when prompted by electronic voting means which you may access) indicating that you intend to do ~~so and you~~so. You will need to presentvalid picture identification, such as a driver’s license or passport, in order to be admitted to the meeting. If your shares are held other than as a stockholder of record (such as

beneficially through a brokerage, bank or other nominee account), you will need to present original documents (copies will not be accepted) to evidence your stock ownership as of the April ~~9, 2009~~8, 2011 record date, such as an original of a legal proxy from your bank or broker (“Requests for Admission” will not be accepted), your brokerage account statement demonstrating that you held Revlon, Inc. Class A Common Stock, Class B Common Stock or Series A Preferred Stock (“voting capital stock”) in your account on the April ~~9, 2009~~8, 2011 record date, or, if you did not already return it to your bank or broker, an original voting instruction form issued by your bank or broker, demonstrating that you held Revlon, Inc. ~~Class A Common Stock~~voting capital stock in your account on the

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			i
PROXY STATEMENT			1
Required Identification and Other Instructions for Attendees at the ~~2009~~2011 Annual Meeting			1
Solicitation and Voting of Proxies; Revocation			2
Record Date; Voting Rights			23
Distribution of Proxy Materials; Costs of Distribution and Solicitation			34
Householding of Stockholder Materials			4
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			4
VOTE REQUIRED AND BOARD OF DIRECTORS’ RECOMMENDATION			4
Nominees for Election as Directors			45
CORPORATE GOVERNANCE			78
Board of Directors and its Committees			78
Standing Committees			78
Controlled Company Exemption			78
Number of Board and Committee Meetings			8
Director Attendance at Annual Stockholders’ Meeting			89
Board Leadership Structure			9
Audit Committee			811
Composition of the Audit Committee			811
Audit Committee Charter			911
Audit Committee Responsibilities			911
Audit Committee Complaint Procedures			911
Audit Committee Report			911
Compensation ~~and Stock Plan~~ Committee			1012
Composition of the Compensation Committee			1012
Compensation Committee Charter			1012
Compensation Committee’s Responsibilities			1012
Compensation Committee’s Delegation of Authority			1113
Role of Officers and Consultants in the Compensation Committee’s Deliberations			1113
Compensation Committee Interlocks and Insider Participation			1113
Compensation Committee Report			1113
Nominating and Corporate Governance Committee			1213
Composition of the Governance Committee			1213
Governance Committee Charter			1214
Governance Committee Responsibilities			1214
Director Nominating ~~Processes~~Processes; Diversity			1214
Stockholder Process for Submitting Director Nominees			1214
Stockholder-Director Communications			1315
Non-Management Executive Sessions			1315
EXECUTIVE OFFICERS			1416
RISK MANAGEMENT			17
Relationship of Compensation Practices to Risk Management			17
Risk Oversight			17
COMPENSATION DISCUSSION AND ANALYSIS			1417
Overview of ~~2008~~2010 Compensation Events			1417
Objectives of the Company’s Compensation Program and What it is Designed to Reward			1518


Each Element of Compensation and Why the Company Chooses to Pay It			1518
Setting Pay; Market References			1519
Total Compensation			1519
Base Salary			15


SUBMISSION OF STOCKHOLDER PROPOSALS			4553
VOTING THROUGH THE INTERNET OR BY TELEPHONE			4653
ADDITIONAL INFORMATION			4653
OTHER BUSINESS			4754
~~REVLON, INC. BOARD GUIDELINES FOR ASSESSING DIRECTOR INDEPENDENCE~~2010 COMPARISON GROUP			~~Annex~~ A-1
REVLON, INC. ~~2009~~2011 AUDIT COMMITTEE PRE-APPROVAL POLICY			~~Annex~~ B-1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING


Q.	*Why am I receiving these proxy materials?*

A.	Our Board of Directors is providing this Proxy Statement and other materials to you in connection with the Company’s ~~2009~~2011 Annual Meeting of Stockholders. This Proxy Statement describes the matters proposed to be voted on at the ~~2009~~2011 Annual Meeting, including the election of directors, the ratification of the selection of the Company’s independent registered public accounting firm for ~~2009~~2011, the non-binding, advisory vote of the Company’s stockholders on the Company’s executive compensation, as disclosed pursuant to Item 402 ofRegulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in this Proxy Statement(“say-on-pay”), the non-binding, advisory vote of the Company’s stockholders on the future frequency of the“say-on-pay” vote, and such other business as may properly come before the ~~2009~~2011 Annual Meeting. The approximate date ~~on which~~when these proxy materials are being made available to you is April ~~21, 2009.~~19, 2011.

Q.	*Why did I receive a notice regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?*

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials to all stockholders entitled to vote at our ~~2009 annual meeting,~~2011 Annual Meeting, we are making the proxy materials and our ~~2008~~2010 Annual Report available to our stockholders electronically via the Internet. On or about April ~~21, 2009,~~19, 2011, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”). The Internet Notice contains instructions on how stockholders may access and review our proxy materials and our ~~2008~~2010 Annual Report over the Internet and vote electronically, as well as instructions on how stockholders can receive a paper copy of our proxy materials, including the ~~2009~~2011 Proxy Statement, the ~~2008~~2010 Annual Report and a form of proxy card. Otherwise, you will not receive a printed copy of the proxy materials (unless you already had a request for paper copies on file with ~~us,~~ our transfer agent or your broker). Instead, the Internet Notice will instruct you as to how you may access and review the proxy materials and submit your vote via the Internet. If you would like to receive a printed copy of the proxy materials, please follow the instructions included in the Internet Notice for requesting printed materials.

Important Notice Regarding the Availability of Proxy Materials for the June ~~4, 2009~~2, 2011 Annual
Stockholders’ Meeting:


	•	~~Our 2009 Proxy Statement, including the Notice of Annual Meeting of Stockholders, and 2008 Annual Report to Stockholders are available atwww.proxyvote.com~~ ~~(where stockholders may also vote their shares, over the Internet) andwww.revloninc.com.~~

Our 2011 Proxy Statement, including the Notice of Annual Meeting of Stockholders, and 2010 Annual Report to Stockholders are available atwww.proxyvote.com (where stockholders may also vote their shares, via the Internet) and atwww.revloninc.com.


Q.	*How can I request paper copies of proxy materials?*

A.	If you only received the Internet Notice, you will not receive a printed copy of the proxy materials unless you request them. There is no charge imposed by the Company for requesting a copy. To request paper copies, stockholders can (i) go towww.proxyvote.comand follow the instructions posted for requesting materials, (ii) call1-800-579-1639or (iii) send an email tosendmaterial@proxyvote.com. If you request materials by email, send a blank email with your Control Number(s) (located in the Internet Notice) in the subject line.To facilitate timely delivery of paper copies of requested materials, please make your paper copy request no later than May ~~21, 2009.~~20, 2011.

Q.	*When and where is the ~~2009~~2011 Annual Meeting?*

A.	The ~~2009~~2011 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, June ~~4, 2009,~~2, 2011, at Revlon’s ~~offices~~Research Center at ~~237 Park Ave., 13th Floor, New York, NY 10017.~~2121 Route 27, Edison, NJ 08818.

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Q.	*What is the purpose of the ~~2009~~2011 Annual Meeting?*

A.	At the ~~2009~~2011 Annual Meeting, the Company’s stockholders will act upon the following matters set forth in the Notice of Annual Meeting of Stockholders:


	•	~~The~~the election of the following persons as members of the Company’s Board of Directors to serve until the next Annual Meeting and until such directors’ successors are elected and shall have been qualified: Ronald O. Perelman, Alan S. Bernikow, Paul J. Bohan, Alan T. Ennis, Meyer Feldberg, ~~Ann D. Jordan,~~ David L. Kennedy, Debra L. Lee, Tamara Mellon, Richard J. Santagati, Barry F. Schwartz and Kathi P. Seifert ~~and Kenneth L. Wolfe~~ (if any nominee is unable or declines unexpectedly to stand for election as a director

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		stockholders of record and will be permitted to receive these proxy materials, vote their shares (after giving effect to the1-for-10 Reverse Stock Split) and attend the ~~2009~~2011 Annual Meeting.


	•	Beneficial Owner. If your shares are held in a brokerage account or by another nominee as of 5:00 p.m., Eastern Time, on the April ~~9, 2009~~8, 2011 record date, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being made available, electronically or otherwise, by the Company to your broker, nominee or trustee and they should forward these materials to you, together with a voting instruction form if furnished via paper copy to your broker, trustee or nominee.


Q.	*How do I vote?*

A.	You may vote using one of the following methods:

Internet. For all holders of our ~~common~~voting capital stock (whether a stockholder of record or a beneficial owner), to vote through the Internet, log on to the Internet and go towww.proxyvote.comand follow the steps on the secure website (have your Internet Notice or your proxy card available as you will need to reference your assigned Control Number(s)). You may vote on the Internet up until 11:59 p.m. Eastern Time on June 1, 2010, which is the ~~day~~date before the ~~2009~~June 2, 2011 Annual ~~Meeting (i.e., by June 3, 2009).~~Meeting. If you vote by the Internet, you need not return your proxy card (if you received one), unless you wish to change your Internet vote.

Telephone. You may vote by telephone by calling the toll-free number on your proxy card up until 11:59 p.m., Eastern Time, on June 1, 2010, which is the date before the ~~2009~~June 2, 2011 Annual Meeting, ~~(i.e., by June 3, 2009)~~ and following the pre-recorded

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those who have been granted and present an original, signed, valid legal proxy in appropriate form from a holder of record of Revlon, Inc. Class A or Class B Common Stock or Revlon, Inc. Series A Preferred Stock as of 5:00 p.m., Eastern Time, on April ~~9, 2009,~~8, 2011, are entitled to vote. Each share of the Company’s Class A Common Stock and Series A Preferred Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes.

As ~~previously disclosed, in September 2008,~~noted above, the ~~Company effected a1-for-10~~ Reverse Stock Split of its Class A and Class B Common Stock pursuant to which each ten (10) shares of Revlon Class A and Class B Common Stock issued and outstanding immediately prior to 11:59 p.m. on September 15, 2008 were automatically combined into one (1) share of Class A Common Stock and Class B Common Stock, respectively, subject to the elimination of fractional shares. The Company has determined that stockholders who have not yet surrendered their old shares of Class A Common Stock to the Company’s transfer agent for exchange in connection with the Reverse Stock Split will be considered stockholders of record and will be permitted to receive these proxy materials, vote their shares (after giving effect to the1-for-10 Reverse Stock Split) and attend the ~~2009~~2011 Annual Meeting.


Q.	*How will my proxy be voted?*

A.	Your proxy, when properly submitted to us, and not revoked, will be voted in accordance with your instructions. If you ~~do not give other instructions on~~sign and return your ~~submitted~~ proxy card without indicating how you would like your shares to be voted, the persons designated by the Company as proxies will vote in accordance with the recommendations of the Board of ~~Directors.~~Directors on Proposal No. 1 (the election of directors), Proposal No. 2 (the ratification of the appointment of the Company’s independent registered public accounting firm), Proposal No. 3 (the non-binding, advisory approval of the Company’s executive compensation, through the“say-on-pay” non-binding, advisory vote), and Proposal No. 4 (the recommendation on the future frequency of conducting“say-on-pay” votes on executive compensation). The Board’s recommendation is set forth in the description of each Proposal in this Proxy Statement. In summary, the Board recommends a vote: (1) FOReach of the 1211 director nominees identified in this Proxy Statement (all of whom currently are ~~currently~~

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shares allocated to your account under the 401(k) Plan in accordance with your instructions. If the trustee of the 401(k) Plan does not otherwise receive voting instructions for shares allocated to your 401(k) Plan Account, the trustee, in accordance with the 401(k) Plan trust agreement, will vote any such shares in the same proportion as it votes those shares allocated to 401(k) Plan participants’ accounts for which voting instructions were ~~received.~~received by the trustee.401(k) Plan participants must submit their voting instructions to the trustee of our 401(k) Plan in accordance with the instructions included with the proxy card or Internet Notice so that they are received by ~~June 1, 2009~~11:59 p.m. Eastern Time on May 26, 2011 to allow the trustee time to receive such voting instructions and vote on behalf of participants in the 401(k) Plan. Voting instructions received from 401(k) Plan participants after ~~June 1, 2009,~~this deadline, under any method, will not be considered timely and will be voted by the trustee at the ~~2009~~2011 Annual Meeting in the manner described in this paragraph above for non-votes.


Q.	*Who can attend the ~~2009~~2011 Annual Meeting?*

A.	Anyone who was a stockholder of the Company as of 5:00 p.m., Eastern Time, on April ~~9, 2009,~~8, 2011, the record date for the ~~2009~~2011 Annual Meeting, and who provides the necessary identification may attend the 2009 Annual Meeting, subject to space limitations. The Company has determined that stockholders who have not yet surrendered their shares to the Company’s transfer agent for exchange in connection with the Reverse Stock Split will be considered stockholders of record and will be permitted to receive these proxy materials, vote their shares (after giving effect to the~~1-for-10~~ ~~Reverse Stock Split) and attend the 2009~~2011 Annual Meeting. Directions to the address for the ~~2009~~2011 Annual Meeting are available on various Internet travel sites, ~~(e.g., MapQuest, etc.),~~ or you may seek assistance from the Company when pre-registering. See also, “Who Can Vote,” above.

To attend the ~~2009~~2011 Annual Meeting, please follow these instructions:


	•	If you are a stockholder of record on the April ~~9, 2009~~8, 2011 record date, check the appropriate box on the proxy card (or indicate that you will attend when prompted by electronic voting means which you may access)

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	present valid picture identification to gain access to the ~~2009~~2011 Annual Meeting. We reserve the right to limit guest attendance due to space limitations.


Q.	*Can I still attend the ~~2009~~2011 Annual Meeting if I have previously voted or returned my proxy?*

A.	Yes. Attending the ~~2009~~2011 Annual Meeting does not revoke a previously submitted valid proxy. See, “Can I Change or Revoke My Vote?” above.

Q.	*What shares are covered by my proxy card or electronic voting form?*

A.	The shares covered by your proxy card or electronic voting form represent all of the shares of the Company’s ~~common~~voting capital stock that you own in the account referenced on the proxy card. Any shares that may be held for your account by the 401(k) Plan or another account will be represented on a separate proxy card or separate Control Number.

Q.	*What does it mean if I get more than one proxy card?*

A.	It means you have multiple accounts at our transfer agentand/or with banks or stockbrokers. Please vote all of your shares.

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REVLON, INC.

PROXY STATEMENT

Annual Meeting of Stockholders

to be held on June ~~4, 2009~~2, 2011

This Proxy Statement is being furnished on or about April ~~21, 2009~~19, 2011 by and on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Revlon, Inc. (the “Company” or “Revlon”) in connection with the solicitation of proxies to be voted at the ~~2009~~2011 Annual Meeting of Stockholders (the ~~“2009~~“2011 Annual Meeting”) to be held at 10:00 a.m., Eastern Time, on Thursday, June ~~4, 2009,~~2, 2011, at Revlon’s ~~offices~~Research Center at ~~237 Park Ave., 13th Floor, New York, NY 10017,~~2121 Route 27, Edison, NJ 08818, and at any adjournments thereof. The ~~2008~~2010 Annual Report furnished with our Proxy Statement does not form any part of the material for the solicitation of proxies.

Pursuant to the rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are required to provide our stockholders with access to our proxy materials over the Internet rather than only in paper form.Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Internet Notice”), rather than a printed copy of the proxy materials, to our stockholders of record as of April ~~9, 2009.~~8, 2011. You will not receive a printed copy of the proxy materials unless you already had a request for paper copies on file with ~~us,~~ our transfer agent or your broker. If you want to receive paper copies of the proxy materials, you must request them through one of the methods identified elsewhere in this Proxy Statement or in the Internet Notice.There is no charge imposed by the Company for requesting paper copies. Our proxy materials, including the Internet Notice, are being made available to stockholders entitled to vote at the ~~2009~~2011 Annual Meeting on or about April ~~21, 2009.~~19, 2011.

At the ~~2009~~2011 Annual Meeting, the Company’s stockholders will be asked to: (1) elect the following persons (all of whom currently are ~~currently directors)~~directors of the Company) as directors of the Company until the Company’s next annual stockholders’ meeting and until each such director’s successor is duly elected and has been qualified: Ronald O. Perelman, Alan S. Bernikow, Paul J. Bohan, Alan T. Ennis, Meyer Feldberg, ~~Ann D. Jordan,~~ David L. Kennedy, Debra L. Lee, Tamara Mellon, Richard J. Santagati, Barry F. Schwartz and Kathi P. ~~Seifert and Kenneth L. Wolfe;~~Seifert; (2) ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009;~~2011; (3) provide their non-binding, advisory approval of the Company’s executive compensation, as disclosed pursuant to Item 402 ofRegulation S-K, including as disclosed in the “Compensation Discussion and ~~(3)~~Analysis,” compensation tables and accompanying narrative set forth in this Proxy Statement(“say-on-pay”); (4) consider and submit their non-binding, advisory vote on the future frequency of the“say-on-pay” vote on executive compensation(“say-on-frequency”); and (5) take such other action as may properly come before the ~~2009~~2011 Annual Meeting or any adjournments thereof.

The Company’s principal executive offices are located at 237 Park Avenue, New York, NY 10017, and its main telephone number is(212) 527-4000.

Required Identification and Other Instructions for Attendees at the ~~2009~~2011 Annual Meeting

In order to be admitted to the ~~2009~~2011 Annual Meeting in person, you should check the appropriate box on your proxy card (or indicate that you will attend when prompted by electronic voting means which you may access) indicating that you intend to attend in person and you will need to presentvalid picture identification, such as a driver’s license or passport, as well as originalproof of ownershipof shares of Revlon, Inc. Class A Common Stock, Class B Common Stock or Series A Preferred Stock as of 5:00 p.m., Eastern Time, on the April ~~9, 2009~~8, 2011 record date. If your shares are held other than as a stockholder of record (such as beneficially through a brokerage, bank or other nominee account), you will need to present original documents (copies will not be accepted) to evidence your stock ownership as of 5:00 p.m., Eastern Time, on the April ~~9, 2009~~8, 2011 record date, such as an original of a legal proxy from your bank or broker (“Requests for Admission” will not be accepted) or your brokerage account statement demonstrating that you held Revlon, Inc. ~~Class A Common Stock~~voting capital stock in your account as of 5:00 p.m., Eastern Time, on the April ~~9, 2009~~8, 2011 record date, or, if you did not already return it to your bank or broker, an original voting instruction form issued by your bank or broker, demonstrating that you held Revlon, Inc. ~~Class A Common Stock~~voting capital stock in your account as of 5:00 p.m., Eastern Time, on the April ~~9, 2009~~8, 2011 record date.

In order to expedite the admission registration process, we encourage stockholders to pre-register by phone by calling Amy Heidingsfelder, Senior ~~Director,~~Manager, Legal Services, at(212) 527-5628, Meaghan Connerty, Senior Corporate Legal Assistant, at(212) 527-5528, or ~~Brett Fleisher,~~Liz Polido, Corporate Legal Assistant, at(212) ~~527-5648,~~527-5227, Mondays through Fridays from 9:00 a.m. through 5:00 p.m., Eastern Time, up until

Record Date; Voting Rights

Only holders of record of shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), ~~and~~ Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), and Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock” and, together with the Common Stock, the “Voting Capital Stock”), at 5:00 p.m., Eastern Time, on April ~~9, 2009~~8, 2011 (the “Record Date”) will be entitled to notice of and to vote at the ~~2009~~2011 Annual Meeting or any adjournments thereof. On the Record Date, there were issued and outstanding: (i) ~~48,400,781~~49,050,628 shares of the Company’s Class A Common Stock, each of which is entitled to one vote, ~~and~~ (ii) 3,125,000 shares of the Company’s Class B Common

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Only holders of record of shares of the Company’s ~~Common~~Voting Capital Stock on the Record Date will be entitled to notice of and to vote at the ~~2009~~2011 Annual Meeting or any adjournments thereof. Stockholders will be entitled to vote the number of voting shares held by them on the Record Date. ~~All of the Common Stock-related information in this Proxy Statement is presented after giving effect to the Reverse Stock Split described above.~~

Distribution of Proxy Materials; Costs of Distribution and Solicitation

The accompanying form of proxy is being solicited on behalf of the Company’s Board of Directors. We will bear all costs in connection with preparing, assembling and furnishing this Proxy Statement and related materials, including reimbursing banks, brokerage houses and other custodians, nominees, agents and fiduciaries for their reasonableout-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. The Company has hired Broadridge to assist in the distribution and on-line hosting of proxy materials (including the provision of electronic voting methods) for the ~~2009~~2011 Annual Meeting. The estimated fee is approximately ~~$7,500,~~$10,500, plusout-of-pocket expenses such as postage.

Certain directors, officers and employees, who will not receive any additional compensation for such activities, and retained third parties may solicit proxies by personal interview, mail, telephone or electronic communication. Although the Company does not expect to actively solicit any proxies in connection with the 2009 Annual Meeting following initial distribution of proxy materials, we may choose to do so in the future.

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of Directors, when tabulating the vote and determining whether the ~~proposal~~Director has received the requisite number of affirmative votes, abstentions and broker non-votes will ~~have no effect on the outcome of the vote. Broker non-votes are inapplicable~~not count as a vote for ~~this “routine” proposal.~~or against a Director. MacAndrews & Forbes has informed the Company that it will voteFORthe election to the Board of Directors of each of the 1211 nominees identified in this Proxy Statement. Accordingly, the affirmative vote of MacAndrews & Forbes is sufficient, without the concurring vote of the Company’s other stockholders, to effect the election of each of the director nominees. Given the affirmative vote of MacAndrews & Forbes, each director nominee will receive the necessary plurality vote and, in fact, will receive at least a majority of the votes cast at the ~~2009~~2011 Annual Meeting.

The Board of Directors unanimously recommends that stockholders vote FOR the election to the Board of Directors of each of the 1211 nominees identified below.

Nominees for Election as Directors

The name, age (as of December 31, ~~2008)~~2010), principal occupation for the last five years, public company board service for the last five years, selected biographical information and period of service as a Director of the Company of each of the nominees for election as a director are set forth below.

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Mr. Perelman ~~(65)~~(67) has been Chairman of the Board of Directors of the Company and of Revlon Consumer Products Corporation, the Company’s wholly-owned operating subsidiary (“Products Corporation”), since June 1998 and a Director of the Company and of Products Corporation since their respective formations in 1992. Mr. Perelman has been Chairman of the Board and Chief Executive Officer of MacAndrews & Forbes Holdings Inc. (“MacAndrews & Forbes”), a diversified holding company, and certain of its affiliates since 1980. Mr. Perelman has served as Chairman of the Board of Directors of M&F Worldwide Corp., a holding company that owns and manages various operating businesses, since 2007, and as a Director of M&F Worldwide Corp. since 1995. Mr. Perelman serves on the Boards of Directors of the following companies which ~~are~~were required to file reports under the Exchange ~~Act:~~Act within the last five years: the Company (1992 — present); Products Corporation (1992 — present); REV Holdings LLC (2002 — 2006); Scientific Games Corporation (“Scientific Games”) (2003 — present); Allied Security Holdings LLC (“Allied Security”) (2004 — 2008); and M&F Worldwide Corp. (1995 — present), a holding company that owns and operates various businesses, for which Mr. Perelman has served as Chairman of the Board of Directors since 2007 and as a director since 1995 (“M&F Worldwide”).

Mr. Ennis ~~(38)~~(40) ~~was elected as~~has been the Company’s and Products Corporation’s President ~~Revlon International,~~ and Chief Executive Officer since May 2009. Mr. Ennis has served as a Director of the Company and of Products Corporation ~~effective~~since March 2009. Mr. Ennis ~~also has~~served as President, Revlon International from May 2008 to March 2009. Mr. Ennis served as the Company’s and Products Corporation’s Executive Vice President and Chief Financial Officer ~~since~~from November 2006 ~~and as~~to May 2009, Treasurer ~~since~~from June ~~2008. From September 2006~~2008 to ~~March 2007, Mr. Ennis served as~~May 2009, and Corporate Controller and Chief Accounting Officer ~~of the Company and Products Corporation.~~from September 2006 to March 2007. From March 2005 to September 2006, Mr. Ennis served as the Company’s Senior Vice President, Internal Audit. From 1997 through 2005, Mr. Ennis held several senior financial positions with Ingersoll-Rand Company Limited, a NYSE-listed company, where his duties included regional responsibility for Internal Audit in Europe and global responsibility for financial planning and analysis. Mr. Ennis began his career in 1991 with Arthur Andersen in Ireland. Mr. Ennis is a Chartered Accountant and member of the Institute of Chartered Accountants in Ireland. Mr. Ennis has served as a director of the Ireland — U.S. Council, a non-profit organization that seeks to build business links between America and Ireland, since November 2009. Mr. Ennis has a Bachelor of Commerce Degree from University College, Dublin, Ireland, and a Master of Business Administration Degree from New York University, New York, NY. Mr. Ennis has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: the Company (2009 — present) and Products Corporation (2009 — present).

Mr. Kennedy ~~(62)~~(64) has been ~~President~~the Company’s and ~~Chief Executive Officer of the Company and of~~ Products ~~Corporation and~~Corporation’s Vice Chairman since May 2009. Mr. Kennedy has served as a Director of the Company and of Products Corporation since September 2006. ~~From March 2006 until September 2006,~~Mr. Kennedy has also served as Senior Executive Vice President of MacAndrews & Forbes since May 2009. Since April 2011, Mr. Kennedy has served as Vice Chairman and Chief Administrative Officer of Scientific Games (after serving as Vice Chairman since November 2010 and non-executive Vice Chairman since late 2009). Mr. Kennedy served as the Company’s and Products Corporation’s President and Chief Executive Officer from September 2006 to May 2009, and Executive Vice President, Chief Financial Officer and Treasurer offrom March 2006 to September 2006, and as the ~~Company and Products Corporation. Mr. Kennedy served as~~Company’s Executive Vice President and ~~President of the Company’s and~~ Products Corporation’s ~~international operations~~President, International from June 2002 until March 2006. From 1998 until 2001, Mr. Kennedy was Managing Director (CEO) and a member of the Board of Directors ofCoca-Cola Amatil Limited, a publicly-traded company headquartered in Sydney,

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Australia and listed on the Sydney Stock ~~Exchange.~~Exchange(“Coca-Cola Amatil”). From 1992 to 1997, Mr. Kennedy served as General Manager of theCoca-Cola USA Fountain Division, a unit of TheCoca-Cola Company(“Coca-Cola”), which he joined in 1980. Mr. Kennedy has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: the Company (2006 — present); Products Corporation (2006 — present); and Scientific Games (2009 — present).

Mr. Bernikow ~~(68)~~(70) has been a Director of the Company and of Products Corporation since September 2003. Mr. Bernikow has served on the Board of Directors of Premier American Bank, N.A. since January 2010 as ~~Senior Advisor~~well as on the Board of ~~Barington Capital Group, L.P.~~Directors of such bank’s parent holding company, Bond Street Holdings, Inc., since ~~November 2006.~~October 2010. From 1998 until his retirement in May 2003, Mr. Bernikow served as the Deputy Chief Executive Officer of Deloitte & Touche LLP (“D&T”). Prior to that, Mr. Bernikow held various senior executive positions at D&T and various of its predecessor companies, which he joined in 1977. Previously, Mr. Bernikow was the National Administrative Partner in Charge for the accounting firm, J.K. Lasser & Company, which he joined in 1966. Mr. Bernikow ~~also~~ serves as ~~a Director and as a member~~Chairman of the ~~audit committee~~Company’s Audit Committee and Chairman of the Company’s Compensation Committee. Mr. Bernikow has served on the Boards of Directors or Trustees of the following companies which were required to file reports under the Exchange Act, or were registered investment companies under the Investment Company Act of 1940 (the “1940 Act”), within the last five years: the Company (2003 — present); Products Corporation (2003 — present); Casual Male Retail Group, Inc. (“Casual Male”) ~~and~~(2003 — present), for which he also currently serves as a ~~Director and Chairman~~member of ~~the~~its audit ~~committee of~~committee; Mack-Cali Realty Corporation (“Mack-Cali”) (2004 — present), ~~each of~~for which ~~is required to file reports pursuant to the Exchange Act. Mr. Bernikow is~~he also ~~a Director or Trustee and~~currently serves as ~~Chairman~~chairman of ~~the~~its audit ~~committees of~~committee; and certain funds (the “UBS Funds”) for which UBS Global Asset Management (US) Inc., a wholly-owned subsidiary of UBS AG, or one of its affiliates, ~~(“UBS”),~~ serves as investment advisor,sub-advisor or ~~manager. Mr. Bernikow~~manager (2005 — present), and for which he serves as Chairman of ~~the Company’s Audit Committee and Chairman of the Company’s Compensation and Stock Plan Committee.~~its audit committee.

Mr. Bohan ~~(63)~~(65) has been a Director of the Company since March 2004 and a Director of Products Corporation since June 2008. Prior to his retirement in February 2001, Mr. Bohan was a Managing Director of the high-yield bond sales group of Salomon Smith Barney, having joined Salomon Smith Barney in 1980. Mr. Bohan ~~is a director of Haynes International, Inc., which files reports pursuant to the Exchange Act. Mr. Bohan also~~ serves as a member of the Board of Directors of Arena Brands, Inc., which is a privately-held ~~company, and as a member of the Board of Directors and audit committee of The New York Police & Fire Widows’ & Children’s Benefit Fund.~~company. Mr. Bohan serves as a member of the Company’s Audit Committee and Nominating and Corporate Governance Committee. Mr. Bohan has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: the Company (2004 — present); Products Corporation (2008 — present); and Haynes International, Inc. (“Haynes”) (2004 — present).

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Professor Feldberg ~~(66)~~(68) has been a Director of the Company since February 1997. Professor Feldberg has been a Senior Advisor with Morgan Stanley since March 2005 and has been the Dean Emeritus and the Professor of Leadership and Ethics at Columbia Business School, New York City, since July 2004. He was the Dean of Columbia Business School from July 1989 through June 2004. Since 2007, Professor Feldberg has served as the President of NYC Global Partners, an office in the New York City Mayor’s office that manages the relationships between New York City and other ~~global~~ cities around the world. Professor Feldberg is also a Director of the following companies which are required to file reports pursuant to the Exchange Act: Macy’s, Inc., PRIMEDIA Inc. and Sappi Limited. In addition, Professor Feldberg is a Director or Trustee of certain funds for which UBS Global Asset Management (US) Inc., a wholly-owned subsidiary of UBS AG, or one of its affiliates serves as investment advisor, sub-advisor or manager, and a director of certain funds for which UBS Financial Services Inc. or one of its affiliates serves as investment advisor, administrator or manager. Professor Feldberg serves as Chairman of the Company’s Nominating and Corporate Governance Committee and as a member of the Company’s Audit Committee. Professor Feldberg ~~is also a member~~has served on the Boards of Directors of the ~~audit committee of~~following companies which were required to file reports under the Exchange Act, or were registered investment companies under the 1940 Act, within the last five years: Macy’s, Inc. (“Macy’s”) (1992 — present); the Company (1997 — present); PRIMEDIA Inc.

~~Ms. Jordan (74)~~ has been a Director of the Company since March 2009. Ms. Jordan acts as a private consultant on various civic matters, drawing from her past experience as a cultural and educational leader, and also serves as a director, trustee or member (“PRIMEDIA”) (1997 — present), for a number of civic, public and private organizations. She serves as a director of Catalyst Inc., a non-profit, membership organization for women’s business initiatives, and as an honorary trustee of the University of Chicago and The Brookings Institution, a non-profit, public policy organization based in Washington, D.C. Shewhich he also currently serves as a ~~director, trustee or~~ member of ~~the following organizations: The National Symphony Orchestra (Chairman); Memorial Sloan-Kettering Cancer Center (Trustee); the National Museum of African American History and Culture (Member)~~its audit committee; UBS Funds (2001 — present); and WETA, the Washington, D.C. public broadcasting station (Member). From 1970 to 1987, Ms. Jordan’s professional career was spent in the areas of social work and education, including serving as a Director of the Department of Social Services for Chicago Lying-In Hospital at the University of Chicago Hospital Medical Center and also as Field Work Assistant Professor at the University of Chicago School of Social Service Administration. Ms. Jordan has formerly served as a Director on the Boards of several public companies, including: Johnson & Johnson (from 1981 to 2007); Citigroup, Inc. or its predecessors (from 1989 to 2007); Automatic Data Processing, Inc. (from 1993 to 2007); and Allied Security Services, LLC (from 2007 to 2008)Sappi Limited (“Sappi”) (2002 — present).

Ms. Lee ~~(54)~~(56) has been a Director of the Company since January 2006. Ms. Lee is Chairman and Chief Executive Officer of BET ~~Holdings LLC~~Networks (“BET”), a ~~subsidiary~~division of Viacom Inc., a global media and entertainment ~~company.~~company, that owns and operates Black Entertainment Television. Ms. Lee’s career at BET began in 1986 as Vice President and General Counsel. In 1992, she was named Executive Vice President of Legal Affairs and Publisher of BET’s magazine division, while continuing to serve as BET’s General Counsel. In 1995, Ms. Lee assumed responsibility for BET’s strategic business development and was named President and Chief Operating Officer in 1996. Prior to joining BET, Ms. Lee was an attorney with the Washington, D.C.-based law firm of Steptoe & Johnson. Ms. Lee serves on the Boards of Directors of the following companies which are required to file reports under the Exchange Act: Eastman Kodak Company, Marriott International, Inc. and WGL Holdings, Inc. Ms. Lee serves as a member of the Company’s Nominating and Corporate Governance Committee. Ms. Lee has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: Eastman Kodak Company (“Kodak”) (1999 — present); WGL

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Holdings, Inc. (“WGL”) (2000 — present); Marriott International, Inc. (“Marriott”) (2004 — present); and the Company (2006 — present).

Ms. Mellon ~~(41)~~(43) has been a Director of the Company since August 2008. Ms. Mellon is the ~~President~~Chief Creative Officer and Founder of J. Choo Limited (“Jimmy Choo”), a leading manufacturer and international retailer of glamorous,ready-to-wear women’s shoes and accessories based in London, England. Ms. Mellon has served in a senior executive capacity with Jimmy Choo since its inception in 1996. Prior to that, Ms. Mellon served as accessories editor forBritish Voguemagazine, since 1990, and previously held positions atMirabellamagazine and Phyllis Walters Public Relations. Ms. Mellon also serves on the Board of Directors and on the Creative Advisory Board of The H Company Holdings, LLC, a privately held holding company which owns and manages the Halston fashion design company. Ms. Mellon has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: the Company (2008 — present).

Mr. Santagati (67) has been a Director of the Company since October 2009. Mr. Santagati served as the President of Merrimack College from 1994 to 2008. Prior to his tenure at Merrimack College, Mr. Santagati served as President and Chief Executive Officer of Artel Communications Corporation, a high-tech company (“Artel”), from 1991 to 1994, as a Partner of Lighthouse Capital, Inc., a private investment management firm, from 1990 to 1991, and as Chief Executive Officer of Gaston & Snow, formerly a nationally-recognized, Boston-based law firm, from 1986 to 1990. From 1965 to 1986, Mr. Santagati served in various senior management roles of increasing responsibility with various telecommunications providers, including serving as President and Chief Executive Officer of NYNEX Business Information Systems from 1982 to 1986. Mr. Santagati is also involved with a number of civic organizations and institutions, including serving as Chairman of the Board of the Lawrence General Hospital; on the Executive Committee of the New England Colleges Foundation; and on the Board of Governors of the Lawrence Girls & Boys Club. Mr. Santagati serves as a member of each of the Company’s Compensation Committee and Nominating and Corporate Governance Committee. Mr. Santagati has not served on the Boards of Directors of any companies that were required to file reports under the Exchange Act within the last five years other than the Company (2009 — present).

Mr. Schwartz ~~(59)~~(61) has been a Director of the Company since November 2007 and a Director of Products Corporation since March 2004. Mr. Schwartz has served as Executive Vice Chairman and Chief Administrative Officer of MacAndrews & Forbes ~~Holdings Inc., a diversified holding company,~~ since October 2007, and as Chief Executive Officer of M&F Worldwide ~~Corp., a holding company that owns and manages various operating businesses,~~ since January 2008. Prior to that, Mr. Schwartz was M&F ~~Worldwide Corp.’s~~Worldwide’s Acting Chief Executive

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Officer and General Counsel since September 2007 and its Executive Vice President and General Counsel since 1996. Mr. Schwartz served as Senior Vice President of MacAndrews & Forbes ~~Holdings Inc.~~ from 1989 to 1993 and as Executive Vice President and General Counsel of ~~that company~~MacAndrews & Forbes and various of its affiliates from 1993 to 2007. Mr. Schwartz serves on the Boards of Directors of the following companies which are required to file reports under the Exchange Act: Harland Clarke Holdings Corp., Scientific Games Corporation and M&F Worldwide Corp. Mr. Schwartz is ~~also~~ a ~~Member~~member of the Board of Trustees of Kenyon College. In addition, Mr. Schwartz ~~serves as a Trustee of the Association of Governing Boards of Universities and Colleges, and~~ is a ~~Member~~member of the Board of Visitors of the Georgetown University Law Center. Mr. Schwartz serves as a member of the Company’s Compensation Committee. Mr. Schwartz has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: REV Holdings LLC (2002 — 2006); Scientific Games (2003 — present); Products Corporation (2004 — present); Harland Clarke Holdings Corp. (2005 — present); Allied Security (2007 — 2008); the Company (2007 — present); and ~~Stock Plan Committee.~~M&F Worldwide (2008 — present).

Ms. Seifert ~~(59)~~(61) has been a Director of the Company since January 2006. Ms. Seifert has been Chairperson of Katapult, LLC, a business consulting company, since July 2004. Ms. Seifert served as Corporate Executive Vice President — Personal Care of Kimberly-Clark Corporation, a global health and hygiene company (“Kimberly-Clark”), from 1999 until her retirement in June 2004. Ms. Seifert joined Kimberly-Clark ~~a global health and hygiene company,~~ in 1978 and, prior to her retirement, served in several ~~marketing and management~~senior executive positions in connection with Kimberly-Clark’s domestic and international consumer products businesses. Prior to joining Kimberly-Clark, Ms. Seifert held management positions at The Procter & Gamble Company, Beatrice Foods, Inc. and Fort Howard Paper Company. Ms. Seifert serves as a member of each of the Company’s Audit Committee and its Compensation Committee. Ms. Seifert has served on the Boards of Directors of the following companies which ~~are~~were required to file reports ~~pursuant to~~under the Exchange ~~Act: Supervalu Inc. (“Supervalu”),~~Act within the last five years: Eli Lilly & Company ~~(“Eli Lilly”)~~(1995 — present), ~~Appleton Papers Inc., Paperweight Development Corp. and Lexmark International, Inc. Ms. Seifert~~for which she also currently serves as a member of ~~the Company’s Audit Committee and as a member of the~~its audit committee ~~of each of Supervalu and~~ (“Eli ~~Lilly.~~

~~Mr. Wolfe (69)~~ ~~has been a Director of~~Lilly”); Albertson’s Inc. (2004 — 2006); Paperweight Development Corp. (2004 — present) (“Paperweight Development”); Appleton Papers Inc. (2004 — present) (“Appleton”); the Company ~~since March 2004. Mr. Wolfe served on the Board of Directors of The Hershey Company~~(2006 — present); Lexmark International, Inc. (2006 — present) (“~~Hershey”~~Lexmark”) ~~from November 2007 to February 2009~~; and as non-executive Chairman of the Board of Hershey from January 2008 to February 2009. Prior to re-joining Hershey in 2007, Mr. Wolfe served as Chairman and Chief Executive Officer of Hershey from 1994 until his retirement in December 2001. Mr. Wolfe initially joined Hershey in 1967 and held various executive positions, including President and Chief Operating Officer, before being appointed its Chairman and Chief Executive Officer in 1994. Since 2005, Mr. Wolfe has served as a member of the Boards of Trustees of various mutual funds managed by Fidelity Management & Research Company. Mr. WolfeSupervalu Inc. (2006 — present), for which she also currently serves as a member of ~~the Company’s Compensation Committee and~~ its ~~Governance Committee.~~audit committee (“Supervalu”).

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CORPORATE GOVERNANCE

Board of Directors and its Committees

Standing Committees

The Board of Directors currently has the following standing committees: the Audit Committee, the Compensation ~~and Stock Plan~~ Committee ~~(the “Compensation Committee”)~~ and the Nominating and Corporate Governance Committee (the “Governance Committee”). Each of these committees and their functions are described in further detail below.

Controlled Company Exemption

The Company is a “controlled company” ~~(one~~(i.e., one in which more than 50% of the voting power for the election of directors is held by an individual, a group or another company) within the meaning of the rules of the New York Stock Exchange (the “NYSE”). Accordingly, the Company is not required under the NYSE rules to have a majority of independent directors, a nominating and corporate governance committee or a compensation committee (each of which, under the NYSE’s rules, would otherwise be required to be comprised entirely of independent directors).

While the Company is not required under NYSE rules to satisfy ~~such~~the above-listed NYSE corporate governance requirements due to its “controlled company” status, the Board has determined that more than a majority of its directors (including Messrs. Bernikow, Bohan, Feldberg and ~~Wolfe~~Santagati and Mses. ~~Jordan,~~ Lee, Mellon and Seifert) qualify as independent directors within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under the Board Guidelines for Assessing Director Independence, which the Board adopted

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in accordance with Section 303A.02 of the NYSE Listed Company Manual. The Board Guidelines for Assessing Director Independence are ~~attached hereto asAnnex A, and a printable copy is~~ available ~~on the Company’s investor relations website,~~atwww.revloninc.com, under the heading ~~“Corporate Governance.”~~Investor Relations (Corporate Governance).

Notwithstanding the fact that the Company qualifies for the “controlled company” exemption, the Company maintains the Governance Committee and the Compensation Committee. The Company maintains the Governance Committee (comprised ~~since June 2008,~~ of Messrs. Feldberg (Chairman), ~~Bohan~~Santagati and ~~Wolfe~~Bohan and Ms. Lee), and the Board of Directors has determined that all members of the Governance Committee qualify as independent directors within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under the Board Guidelines for Assessing Director Independence. The Company maintains the Compensation Committee (comprised ~~since June 2008,~~ of Messrs. Bernikow (Chairman), Santagati and Schwartz and ~~Wolfe)~~Ms. Seifert), and the Board has determined that ~~two~~three of the ~~three~~four directors on the Compensation Committee ~~(Messrs.~~(Mr. Bernikow, Mr. Santagati and ~~Wolfe)~~Ms. Seifert) qualify as independent directors within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under the Board Guidelines for Assessing Director Independence and also qualify as “non-employee directors” within the meaning of Section 16 of the Exchange Act and as “outside directors” under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).

In October 2009, the Company closed a voluntary exchange offer transaction, pursuant to which Revlon, Inc. issued to stockholders (other than MacAndrews & Forbes and certain of its affiliates) 9,336,905 shares of Preferred Stock (the “Exchange Offer”). In connection with the ~~Revlon~~ Exchange ~~Transactions (as defined below), in 2004~~Offer, the Company entered into a ~~stockholders agreement~~Contribution and Stockholder Agreement, dated August 9, 2009, as amended, with ~~Fidelity Management~~MacAndrews & ~~Research Co. (“Fidelity”),~~Forbes, pursuant to which the ~~Company~~parties agreed, among other things, that, until ~~such time as Fidelity ceases to be~~October 8, 2013, the ~~beneficial holder of at least 5% of Revlon, Inc.’s outstanding voting stock, to: (i)~~Company will continue to maintain a majority of independent directors on ~~the~~its Board of Directors, ~~(as defined by~~each of whom meets the “independence” criteria as set forth in Section 303A.02 of the NYSE ~~listing standards); and (ii) establish and maintain the Governance Committee~~Listed Company Manual (see — “Certain Relationships and Related Transactions — ~~Fidelity Stockholders~~Contribution and Stockholder Agreement”).

Number of Board and Committee Meetings

During ~~2008,~~2010, the Board of Directors held ~~nine~~six meetings and acted ~~four~~six times by unanimous written consent; the Audit Committee held six meetings; the Compensation Committee held ~~six meetings and acted five times by unanimous written consent;~~seven meetings; and the Governance Committee held ~~five meetings and acted one time by unanimous written consent.~~six meetings.

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In connection with the Company’s previously-announced plans to launch a potential $107 million equity rights offering that would, at the appropriate time, and depending on market conditions, allow stockholders to purchase additional shares of Class A Common Stock, the Company formed an Independent Pricing Committee consisting of Messrs. Bernikow, Bohan and Feldberg, which committee met three times during 2008.

Director Attendance at Annual Stockholders’ Meeting

While the Board has not adopted a formal policy regarding directors’ attendance at the Company’s annual stockholders’ meeting, directors are invited to attend such meetings. ~~At the Company’s 2008 Annual Stockholders’ Meeting, five of the then nominated nine members~~One member of the Company’s Board of Directors attended the Company’s 2010 Annual Stockholders’ Meeting.

Board Leadership Structure

The Company believes that its board leadership structure is appropriate given the specific circumstances of the Company, as its Board continues to function effectively and efficiently. Notwithstanding the fact that the Company is a “controlled” company, more than a majority of the Company’s Directors are independent under applicable SEC and NYSE rules. The Board has established audit, nominating and compensation committees, each operating under written charters, to assist the Board in its oversight functions, and in each case those committees are comprised of at least a majority of independent Directors (with each of the Board’s Audit Committee and Governance Committee being comprised entirely of independent directors and three of the four members of the Compensation Committee being independent directors). The qualifications and experience of nominees for board service and committee membership are reviewed by the Governance Committee. Nominees for board membership are then recommended by such committee for appointment by the Board. Respective committee chairmen lead each committee. The Company has not established a “lead director” role. At Board and committee meetings, the Chairman of the Board and the Chairman of each such committee, as applicable, presides for the purpose of conducting an orderly and efficient meeting. Independent directors or any other director may lead or initiate discussion, in the interest of promoting thorough consideration of any issue before the Board or any committee. The Company has historically maintained separate positions of Chairman and Chief Executive Officer. Mr. Perelman, Chairman and Chief Executive Officer of MacAndrews & Forbes, has held the position of Chairman of the Company’s Board since June 1998 and Mr. Ennis has held the position of President and Chief Executive Officer of the Company since May 2009. The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer provides leadership in respect to theday-to-day management and operation of the Company’s business. The Board and each committee conduct annual self-assessments to review and monitor their respective continued effectiveness. As part of its 2010 self-assessment exercise, the Board determined, among other things, that its size, composition and structure were appropriate. The Company believes this separation of the Chairman and Chief Executive Officer positions and its overall board leadership structure are appropriate.

Set forth below is a summary of the Company’s respective Directors’ experience, qualifications (including management experience, education and professional training) and background (including public company board experience and familiarity with the Company, including past service on the Company’s Board of Directors), which, among other factors, including as summarized in ~~attendance.~~each Director’s biographical information presented above in this Proxy Statement, and as set forth below, support their respective qualifications to continue to serve on the Company’s Board of Directors. Without limiting the foregoing —


	•	Mr. Bernikow: Mr. Bernikow’s accounting experience and financial expertise (including having served for 26 years at Deloitte & Touche and its predecessors), his public-company board and audit committee experience (including at UBS Funds, Casual Male and Mack-Cali) and his familiarity with the Company, as well as his prior service as a Director of the Company, qualify him to continue to serve on the Company’s Board.

	•	Mr. Bohan: Mr. Bohan’s capital markets and finance experience (including having served as Managing Director of the high-yield bond sales group of Salomon Smith Barney), his public-company board experience (including at Haynes) and his familiarity with the Company, as well as his prior service as a Director of the Company, qualify him to continue to serve on the Company’s Board.

	•	Mr. Ennis: Mr. Ennis’ experience as the Company’s President and Chief Executive Officer, as well as his prior experience as the Company’s Chief Financial Officer, President, Revlon International, and Chief Accounting Officer, qualify him to continue to serve on the Company’s Board.

	•	Professor Feldberg: Professor Feldberg’s academic experience (including having served for 15 years as Dean of the Columbia Business School), his civic experience (including serving as President of NYC Global

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		Partners), his business experience (including serving as Senior Advisor at Morgan Stanley), as well as his public company board experience (including at Macy’s, PRIMEDIA, Sappi and UBS Funds) and his familiarity with the Company, as well as his prior service as a Director of the Company, qualify him to continue to serve on the Company’s Board.


	•	Mr. Kennedy: Mr. Kennedy’s senior executive, international business and financial experience (including having served as the Company’s President and Chief Executive Officer and previously as Chief Financial Officer and President, Revlon International and in several senior executive positions atCoca-Cola), his public company board experience (including atCoca-Cola Amatil), and his familiarity with the Company, as well as his prior service as a Director of the Company, qualify him to continue to serve on the Company’s Board.

	•	Ms. Lee: Ms. Lee’s senior executive experience (including serving in various senior executive roles at BET, including currently serving as its Chairman and Chief Executive Officer), her legal experience (including having practiced as an attorney at the law firm of Steptoe & Johnson and then as General Counsel of BET), her public company board experience (including at Kodak, Marriott and WGL) and her familiarity with the Company, as well as her prior service as a Director of the Company, qualify her to continue to serve on the Company’s Board.

	•	Ms. Mellon: Ms. Mellon’s experience in the fashion industry and marketing of women’s retail products (including serving as founder and Chief Creative Officer of Jimmy Choo) and her familiarity with the Company, as well as her prior service as a Director of the Company, qualify her to continue to serve on the Company’s Board.

	•	Mr. Perelman: Mr. Perelman’s extensive business and financial experience, his public company board experience, his knowledge of the Company and his long-standing service as a Director of the Company, together with his being the Company’s controlling stockholder, qualify him to continue to serve on the Company’s Board, including continuing to serve as the Chairman of the Board.

	•	Mr. Santagati: Mr. Santagati’s senior executive experience in the commercial field (including having served as President and Chief Executive Officer of Artel) and in the educational field (including having served as President at Merrimack College), his public company board experience (including at CTC Communications Group Inc.,1991-2004, and Celerity Solutions, Inc.,1997-2005) and his familiarity with the Company, as well as his prior service as a Director of the Company, qualify him to continue to serve on the Company’s Board.

	•	Mr. Schwartz: Mr. Schwartz’ senior executive experience, his public company board experience and his familiarity with the Company, as well as his prior service as a Director of the Company, qualify him to continue to serve on the Company’s Board.

	•	Ms. Seifert: Ms. Seifert’s senior executive experience (including having served as Corporate Executive Vice President — Personal Care at Kimberly-Clark, a major consumer products company), her public company board experience (including at Eli Lilly, Supervalu, Appleton, Paperweight Development and Lexmark) and her familiarity with the Company, as well as her prior service as a Director of the Company, qualify her to continue to serve on the Company’s Board.

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Audit Committee

Composition of the Audit Committee

The Audit Committee is comprised of Messrs. Bernikow (Chairman), Bohan and Feldberg and Ms. Seifert, each of whom the Board of Directors has determined satisfies the ~~existing~~NYSE’s and the SEC’s audit committee independence and financial experience ~~requirements of the NYSE and the Securities and Exchange Commission (the “SEC”).~~requirements. Each of these directors served as a member of the Audit Committee during all of ~~2008~~2010 and each of these directors remained a member of the Audit Committee as of the date of this Proxy Statement.

The Company has determined that Mr. Bernikow qualifies as an “audit committee financial expert,” under applicable SEC rules. In accordance with applicable NYSE listing standards, the Company’s Board of Directors has considered Mr. Bernikow’s simultaneous service on the audit committees of more than three public companies, namely the audit committees of the Company, Casual Male, Mack-Cali and the UBS Funds, and has determined that

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such service does not impair his ability to effectively serve on the Company’s Audit Committee as, among other things, Mr. Bernikow is retired and, accordingly, has a more flexible schedule and more time to commit to service as an Audit Committee and Board member, including on a full-time basis, if necessary; he has significant professional accounting experience and expertise, which renders him highly qualified to effectively and efficiently serve on multiple audit committees; and the audit committees of the UBS Funds effectively function as a single, consolidated audit committee.

Audit Committee Charter

The Audit Committee operates under a comprehensive written charter, a printable and current copy of which is available ~~on the Company’s investor relations website,~~atwww.revloninc.com, under the heading, ~~“Corporate Governance.”~~Investor Relations (Corporate Governance).

Audit Committee Responsibilities

Pursuant to its charter, the Audit Committee is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities with respect to, among other things, the integrity of the Company’s financial statements and disclosures; the Company’s compliance with legal and regulatory requirements; the appointment, compensation, retention and oversight of the Company’s independent auditors, as well as their qualifications, independence and performance; and the performance of the Company’s internal audit functions. The Audit Committee is also responsible for preparing the annual Audit Committee Report, which is required under SEC rules to be included in this Proxy Statement (see ~~— “Audit~~“— Audit Committee Report,” below).

Audit Committee Complaint Procedures

The Audit Committee has established procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. These complaint procedures are described in the Audit Committee’s charter, a printable and current copy of which is available ~~on the Company’s investor relations website,~~atwww.revloninc.com, under the heading, ~~“Corporate Governance.”~~Investor Relations (Corporate Governance).

Audit Committee Report

Management represented to the Audit Committee that the Company’s audited consolidated financial statements for the fiscal year ended December 31, ~~2008~~2010 were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed such audited consolidated financial statements with management and KPMG LLP, the Company’s independent registered public accounting firm.

The Audit Committee discussed with the Company’s independent registered public accounting firm those matters required to be discussed by Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1. AU ~~section~~Section 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T, including information concerning the scope and results of the audit and information relating to KPMG LLP’s

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judgments about the quality, and not just the acceptability, of the Company’s accounting principles. These communications and discussions are intended to assist the Audit Committee in overseeing the Company’s financial reporting.

The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm, as required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the Company’s independent registered public accounting firm that firm’s independence.

The Audit Committee also reviewed, among other things, the amount of fees paid to the independent registered public accounting firm for audit and permissible non-audit services (see — “Audit Fees” in this Proxy Statement,

9

below). The Audit Committee has satisfied itself that KPMG LLP’s provision of audit and non-audit services to the Company is compatible with KPMG LLP’s independence.

Based on the Audit Committee’s review of and discussions regarding the Company’s audited consolidated financial statements and the Company’s internal control over financial reporting with management, the Company’s internal auditors and the independent registered public accounting firm and the other reviews and discussions with the independent registered public accounting firm referred to in the preceding paragraph, subject to the limitations on the Audit Committee’s roles and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, ~~2008~~2010 for filing with the SEC.

Respectfully submitted,

Audit Committee

Alan S. Bernikow, Chairman

Paul J. Bohan

Meyer Feldberg

Kathi P. Seifert

Compensation ~~and Stock Plan~~ Committee

Composition of the Compensation Committee

The Compensation Committee is comprised of Messrs. Bernikow (Chairman), Santagati and Schwartz and ~~Wolfe.~~Ms. Seifert. Each of ~~Messrs. Schwartz and Wolfe~~these directors served as a member of the Compensation Committee during all of ~~2008 and~~2010, other than Mr. ~~Bernikow~~Santagati who was appointed to ~~serve as Chairman~~such committee in February 2010, and each of ~~the Compensation Committee in June 2008. Each of Messrs. Bernikow, Schwartz and Wolfe~~these directors remained a member of the Compensation Committee as of the date of this Proxy Statement.

Compensation Committee Charter

The Compensation Committee operates under a comprehensive written charter, a printable and current copy of which is available ~~on the Company’s investor relations website,~~atwww.revloninc.com, under the heading, ~~“Corporate Governance.”~~Investor Relations (Corporate Governance).

Compensation Committee’s Responsibilities

Pursuant to its charter, the Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (the “CEO”), evaluates the CEO’s performance in light of those goals and objectives and determines, either as a committee or together with the Board of Directors, the CEO’s compensation level based on such evaluation. The Compensation Committee also reviews and approves compensation and incentive arrangements (including performance-based arrangements and bonus awards under the Company’s executive bonus plan, as it is currently in effect and as it may be amended from time to time (the “Executive Bonus Plan”)) for the Company’s executive officers and such other employees of the Company as the Compensation Committee may determine to be necessary or desirable from time to time. The Compensation Committee also reviews and approves awards pursuant to the Third Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”) and the Revlon Executive Incentive Compensation Plan (the

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“Incentive Compensation Plan”) and administers such ~~plan.~~plans. The Company did not implement any equity award program for 2010.

The Compensation Committee is also responsible for reviewing and discussing with the Company’s Chief Executive ~~Vice President, Human Resources~~Officer and Chief ~~Legal~~Administrative Officer the Compensation Discussion and Analysis required by the SEC’s rules and, based on such review and discussion, (i) determining whether to recommend to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s annual report onForm 10-K or in the annual proxy statement (and incorporated by reference into the annual report onForm 10-K)and (ii) producing the annual Compensation Committee Report and approving its inclusion in the Company’s annual report onForm 10-K or in the annual proxy statement.

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Compensation Committee’s Delegation of Authority

Pursuant to the terms of the ~~Executive Bonus~~Incentive Compensation Plan, the Compensation Committee may delegate to an administrator (who must be an employee or officer of the Company) the power and authority to administer the ~~Executive Bonus~~Incentive Compensation Plan for ~~employees of~~ the ~~Company,~~Company’s employees, other than ~~the Company’s~~its Chief Executive Officer and certain other officers who constitute “covered employees” as defined in Treasury Regulation § 1.162-27(c)(2) (“Section 162(m) Officers”), which would include the authority to determine business and personal performance objectives, to determine whether such objectives were met, to determine whether bonus awards would be paid out and to determine whether an award should be reduced or eliminated.

During 2008, the Compensation Committee approved specific EBITDA and other business objectives (see — “Compensation Discussion and Analysis — Annual Cash Bonus — Executive Bonus Plan”) for the Company’s Section 162(m) Officers. Bonuses, which were accrued and funded at 75% of normal targets for 2008 in order to improve cash flow and profitability, were paid in March 2009 to employees who met their individual performance objectives under the Executive Bonus Plan in respect of 2008, including the Company’s Named Executive Officers (as defined below), as the corporate EBITDA objectives were exceeded for 2008. The Summary Compensation Table in this Proxy Statement reflects the bonus awards that were made in respect of 2008 to the Named Executive Officers pursuant to the terms of the Executive Bonus Plan in effect for 2008 (the “2008 Bonus Program”).

Section 157(c) of the Delaware General Corporation Law (the “DGCL”) provides that the Company’s Board of Directors (or the Compensation Committee acting on behalf of the Board) may delegate authority to any officer of the Company to designate grantees of equity awards under the Stock Plan other than himself or herself and to determine the number of such equity awards to be issued. The terms of the awards, as well as the total number of options or other equity awards that may be awarded by the designated officer, must be set by the Board of Directors or the Compensation Committee acting on behalf of the Board. The Compensation Committee did not delegate any such authority ~~under the DGCL~~ for ~~2008, and all grants during 2008 were approved by the Compensation Committee or the Board of Directors.~~2010.

Role of Officers and Consultants in the Compensation Committee’s Deliberations

For a discussion of the role of the Company’s executive officers and compensation consultants in recommending the amount or form of executive and director compensation, see ~~— “Compensation~~“— Compensation Discussion and Analysis — Role of the Compensation Committee.”

Compensation Committee Interlocks and Insider Participation

The Compensation Committee does not have any interlocks or insider participation requiring disclosure under the SEC’s executive compensation rules.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth below in this Proxy Statement with the Company’s appropriate officers. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement, as well as in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, ~~2008,~~2010, including by incorporation by reference to this ~~2009~~2011 Proxy Statement.

Respectfully submitted,

Compensation Committee

Alan S. Bernikow, Chairman

Richard J. Santagati

Barry F. Schwartz

~~Kenneth L. Wolfe~~Kathi P. Seifert

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Nominating and Corporate Governance Committee

Composition of the Governance Committee

The Governance Committee is comprised of Messrs. Feldberg (Chairman), ~~Bohan~~Santagati and ~~Wolfe~~Bohan and Ms. Lee. Each of ~~Messrs. Feldberg and Wolfe and Ms. Lee~~these Directors served as a member of the Governance Committee during all of ~~2008,~~2010, other than

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Mr. Santagati who was appointed to such committee in February 2010, and ~~Mr. Bohan was elected to the Governance Committee in June 2008. Each~~each of these Directors remained a member of the Governance Committee as of the date of this Proxy Statement.

Governance Committee Charter

The Governance Committee operates under a comprehensive written charter, a printable and current copy of which is available ~~on the Company’s investor relations website,~~atwww.revloninc.com, under the heading, ~~“Corporate Governance.”~~Investor Relations (Corporate Governance).

Governance Committee Responsibilities

Pursuant to its charter, the functions of the Governance Committee include, among other things: identifying individuals qualified to become Board members; selecting or recommending to the Board proposed nominees for Board membership; recommending directors to the Board to serve on the Board’s standing committees; overseeing the evaluation of the Board’s performance; evaluating the CEO’s and senior management’s performance; overseeing the Revlon, Inc. Related Party Transaction Policy; overseeing the Company’s processes for succession planning for the CEO and other senior management positions; and periodically reviewing the Board’s Corporate Governance Guidelines and Board Guidelines for Assessing Director Independence and recommending changes, if any, to the Board.

Director Nominating ~~Processes~~Processes; Diversity

The Governance Committee identifies individuals qualified to become members of the Board when any vacancy occurs by reason of disqualification, resignation, retirement, death or an increase in the size of the Board, and selects or recommends that the Board select director nominees for each annual meeting of stockholders and director nominees to fill vacancies on the Board that may occur between annual meetings of stockholders.

In evaluating director nominees, ~~for director,~~ the Governance Committee is guided by, among other things, the principles for Board membership expressed in the Company’s Corporate Governance Guidelines, which are available ~~on the Company’s investor relations website,~~atwww.revloninc.com, under the heading, ~~“Corporate Governance.”~~Investor Relations (Corporate Governance). The Governance Committee, ~~does not set specific, minimum qualifications that nominees must meet, but rather,~~ in identifying and considering candidates for nomination to the Board, considers, in addition to the requirements set out in the Company’s Corporate Governance Guidelines and the Governance Committee’s charter, the quality of the candidate’s experience, the Company’s needs and the range of talent and experience represented on the Board. In its assessment of each potential candidate, the Governance Committee will consider the nominee’s reputation, judgment, accomplishments in present and prior positions, independence, knowledge and experience that may be relevant to the Company, and such other factors as the Governance Committee ~~may determine~~determines to be pertinent in light of the Board’s needs over ~~time.~~time, including, without limitation, education, diversity, race, gender and other individual qualities and attributes that are expected to contribute to the Board having an appropriate mix of viewpoints. The Governance Committee identifies potential nominees from various sources, such as officers, directors and stockholders, and from time to time retains the services of third party consultants to assist it in identifying and evaluating director nominees.

Stockholder Process for Submitting Director Nominees

The Governance Committee will also consider director candidates recommended by stockholders. The process the Governance Committee follows to evaluate candidates submitted by stockholders does not differ from the process it follows for evaluating other director nominees. The Governance Committee may also take into consideration the number of shares held by the recommending stockholder, the length of time that such shares have been held and the number of candidates submitted by each stockholder or group of stockholders over the course of time. Stockholders desiring to submit director candidates must submit their recommendation in writing (certified mail — return receipt requested) to the Company’s ~~Assistant~~ Secretary, at Revlon, Inc., 237 Park Avenue, 14th Floor, New York, NY 10017, attention: Michael T. Sheehan.

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The Governance Committee will accept recommendations for director candidates throughout the year; however, in order for a recommended director candidate to be considered by the Governance Committee for nomination to stand for election at ~~the~~an upcoming annual meeting of stockholders, the recommendation must be received by the Company, as set forth above, not less than 120 days prior to the anniversary date of the date of the

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Company’s most recent proxy statement, which, for recommendations for the Company’s ~~2009~~2011 Annual Meeting, was December ~~26, 2008.~~22, 2010. No such recommendations were received for the ~~2009~~2011 Annual Meeting. To have a candidate considered by the Governance Committee, a stockholder must, subject to further requests for information from the Governance Committee, initially provide the following information:


	•	the stockholder’s name and address, ~~of the stockholder,~~ evidence of such stockholder’s ownership of the Company’s ~~Common~~Voting Capital Stock, including the number of shares owned and the length of time of ownership, and a statement as to the number of director candidates such stockholder has submitted to the Governance Committee during the period that such stockholder has owned shares of the Company’s ~~Common~~Voting Capital Stock, including the names of any candidates previously submitted by such stockholder;

	•	the name of the candidate;

	•	the candidate’s resume or a listing of his or her qualifications to be a director of the Company;

	•	any other information regarding the candidate that would be required to be disclosed in a proxy statement filed with the SEC if the candidate were nominated for election to the Board; and

	•	the candidate’s consent to be named as a director, if selected by the Governance Committee and nominated by the Board.

Stockholder-Director Communications

The Board of Directors has established a process to receive communications from stockholders and other interested parties. Any stockholder or other interested party desiring to communicate with the Board or individual directors (including, without limitation, the non-management directors) regarding the Company may contact either the Board or such director by sending such communication to the attention of the Board or such director, in each case in care of the Company’s ~~Assistant~~ Secretary, who is responsible to ensure that all such communications are promptly provided to the Board or such director. Any such communication may be sent by: (i) emailing it to Michael T. Sheehan, Senior Vice President, Deputy General Counsel and ~~Assistant~~ Secretary, atmichael.sheehan@revlon.com; or (ii) mailing it to Revlon, Inc., 237 Park Avenue, 14th Floor, New York, NY, 10017, attention: Michael T. Sheehan. Communications that consist of stockholder proposals must instead follow the procedures set forth under “General Rules Applicable to Stockholder Proposals” in this Proxy Statement, below, and, in the case of recommendations of director candidates, “Nominating and Corporate Governance Committee — Stockholder Process for Submitting Director Nominees,” in this Proxy Statement, above.

Non-Management Executive Sessions

The Company’s Corporate Governance Guidelines provide that the Company’s Board of Directors will regularly meet in executive session without any member of the Company’s management being present and that the Company’s independent directors will also meet in at least one non-management executive session per year attended only by independent directors. The non-management directors’ and independent directors’ meeting may be a single combined meeting, if the non-management directors are comprised entirely of independent directors. A non-management director will preside over each non-management executive session of the Board, and an independent director will preside over each independent executive session of the Board, although the same director is not required to preside at all such non-management or independent executive sessions. The presiding director at such non-management and independent executive sessions of the Board is determined in accordance with the applicable provisions of the Company’s By-laws, such that the Chairman of the Board of Directors or, in his absence (as is the case with independent executive sessions), a director chosen by a majority of the directors present will preside at such meetings. The Board of Directors met in ~~a non-management~~at least one executive session, attended by only independent directors (all of whom constituted non-management directors), during ~~2008. Additionally, the Board of Directors met twice during 2008 in executive sessions without any member of management other than the Company’s Chief Legal Officer.~~2010.

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EXECUTIVE OFFICERS

The following table sets forth each of the ~~executive officers~~Named Executive Officers of the Company as of December 31, ~~2008~~2010 (and their respective current positions with the Company as of the date hereof):


Name		Position

David L. Kennedy		~~President and Chief Executive Officer~~Vice Chairman
Alan T. Ennis		President and Chief Executive Officer
Chris Elshaw		Executive Vice President and Chief ~~Financial~~Operating Officer ~~Treasurer and, as of March 1, 2009, President, Revlon International~~
Robert K. Kretzman		Executive Vice President ~~Human Resources,~~and Chief ~~Legal~~Administrative Officer ~~General Counsel~~
Steven Berns		Executive Vice President and ~~Secretary~~Chief Financial Officer

The following sets forth the age (as of December 31, ~~2008)~~2010), positions held with the Company and selected biographical information for the ~~executive officer of the Company~~Company’s Named Executive Officers whose biographical information is not included in this Proxy Statement, above, with the Company’s other Directors:

Mr. ~~Kretzman (57)~~Elshaw (50) has served as the Company’s and Products Corporation’s Executive Vice President and Chief Operating Officer since May 2009. Mr. Elshaw previously served as the Company’s Executive Vice President and General Manager, U.S. Region, from October 2007 until May 2009. From July 2002 until September 2007, Mr. Elshaw held several leadership roles within Revlon International, including Senior Vice President and Managing Director, Europe, Middle East and Canada from May 2006 to October 2007; Managing Director of Europe and the Middle East from December 2003 to May 2006; General Manager of the U.K., Ireland and European Distributor Markets from February 2003 to December 2003; and General Manager of the U.K. and Ireland from July 2002 to February 2003. Prior to joining the Company, Mr. Elshaw held several senior management sales and marketing positions at Bristol-Myers Squibb (Clairol Division) from 1996 until 2002, including serving as General Manager of the U.K. and Ireland from 2000 until 2002. From 1983 to 1995, Mr. Elshaw served in various European senior sales and marketing positions at Alberto Culver. Mr. Elshaw is a board member of the Personal Care Products Council (formerly known as the Cosmetic, Toiletry & Fragrance Association), a cosmetic and personal care products industry association.

Mr. Kretzman (59) has served as the Company’s and Products Corporation’s Executive Vice President and Chief Administrative Officer since November 2010 and as each of such companies’ General Counsel from January 2000 to March 2011. Formerly, he served as the Company’s and Products Corporation’s Chief Legal Officer ~~General Counsel and Secretary of the Company and of Products Corporation since~~from December 2003 to November 2010, and also as the Company’s and Products Corporation’s Executive Vice President, Human Resources offrom October 2006 to November 2010. Mr. Kretzman formerly served as the ~~Company~~Company’s and of Products ~~Corporation since October 2006.~~Corporation’s Secretary from September 1992 to June 2009. Mr. Kretzman served as the Company’s and Products Corporation’s Senior Vice President, General Counsel and Secretary ~~of the Company and of Products Corporation~~ from January 2000 until December 2003. Prior to becoming General Counsel, Mr. Kretzman served as Senior Vice President, Deputy General Counsel and Secretary from March 1998 to January 2000, as Vice President, Deputy General Counsel and Secretary from January 1997 to March 1998, and as Vice President and Secretary from September 1992 to January 1997. Mr. Kretzman joined the Company in 1988 as Senior Counsel responsible for mergers and acquisitions. Mr. Kretzman has also served as the Company’s Chief Compliance Officer since January 2000.

Mr. Berns (46) has served as the Company’s and Products Corporation’s Executive Vice President and Chief Financial Officer since May 2009. Mr. Berns also served as the Company’s and Products Corporation’s Treasurer from May 2009 to February 2010. Mr. Berns previously served as Chief Financial Officer of Tradeweb, LLC from November 2007 to May 2009. From November 2005 until July 2007, Mr. Berns served as President, Chief Financial Officer and Director of MDC Partners Inc. From September 2004 to November 2005, Mr. Berns served as Vice Chairman and Executive Vice President of MDC Partners. Prior to that, Mr. Berns was the Senior Vice President and Treasurer of The Interpublic Group of Companies, Inc. from August 1999 until September 2004. Before that, Mr. Berns held a variety of positions in finance with the Company from April 1992 until August 1999, becoming Senior Vice President and Treasurer in 1996, after having served as the Company’s Vice President, Corporate Finance, Investor Relations. Prior to joining the Company, Mr. Berns worked at Paramount Communications Inc. and at a predecessor public accounting firm of Deloitte & Touche. Mr. Berns served as a Director and member of the audit, nominating and corporate governance and compensation committees for LivePerson, Inc. from April 2002 until April 2011. Mr. Berns is a Certified Public Accountant.

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RISK MANAGEMENT

Relationship of Compensation Practices to Risk Management

The Company has reviewed and considered all of its compensation plans and practices and does not believe that its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

Risk Oversight

The Company’s senior management is responsible for identifying and managing risks to the Company’s business and the Board’s Audit Committee is responsible for reviewing and discussing that process with management. In accordance with applicable NYSE rules for listed issuers, the Audit Committee maintains an Audit Committee charter that addresses the duties and responsibilities of the Audit Committee, including the requirement that such committee discuss the Company’s policies with respect to risk assessment and risk management. As part of the Company’s enterprise risk management function, management identifies internal and external risk factors, monitors identified risks and takes appropriate action to mitigate such identified risks. Specifically, the Company’s internal audit group, with input from the Company’s senior management, leads a comprehensive enterprise risk assessment annually using an established risk management framework. This process identifies and characterizes risks based on the possible impact to the Company’s business and likelihood of occurrence. The Company’s management puts in place appropriate plans to mitigate the risks identified. The risk assessment is also taken into account in the formulation of the internal audit plan for the ensuing year. The Audit Committee reviews and discusses the Company’s risk assessment and risk management policies and processes at least annually. Further, the Board reviews the Company’s business plan and receives regular business and financial updates, including progress against the Company’s business plan, at Board meetings, enabling the Board to understand, and remain updated on, the business risks faced by the Company and the Company’s management of those risks.

COMPENSATION DISCUSSION AND ANALYSIS

Set forth below is a discussion and analysis of all material elements of the Company’s compensation of its Named Executive Officers, including: (i) the objectives of the Company’s compensation program; (ii) what the compensation program is designed to reward; (iii) each element of compensation; (iv) why the Company chooses to pay each element; (v) how the Company determines the amount (and, where applicable, the formula) for each element to pay; and (vi) how each compensation element and the Company’s decisions regarding that element fit into the Company’s overall compensation objectives and may affect decisions regarding other ~~elements.~~elements of compensation.

Overview of ~~2008~~2010 Compensation Events

~~The Compensation Committee authorized~~For 2010, the ~~following~~Company determined to provide merit increases to salaries in March 2010 and to accrue its 2010 bonus program at 100% of target, subject to the Company achieving its 2010 corporate performance goals (i.e., 2010 adjusted EBITDA and free cash flow, as more fully described below).

Set forth below is a summary of the key actions which the Company took in respect ~~of the 2008~~to its 2010 compensation ~~of its senior management, including the Named Executive Officers, as further discussed below:~~programs:


	•	Based on the Company’s achievement of 2010 adjusted EBITDA of $260.4 million, representing 96.8% of the Company’s 2010 EBITDA performance goal, and 2010 free cash flow of $82.3 million, representing 110.6% of the Company’s 2010 free cash flow performance goal, in February 2011 the Compensation Committee determined, pursuant to the terms and conditions of the Company’s 2010 incentive compensation programs, that such programs would be funded at 100% of target, which funding level was below the 105% that could have been authorized for payment under the terms of such programs, based upon aggregate achievement. For 2010, the Company’s incentive compensation programs were comprised of a cash bonus program (the “2010 Bonus Program”) and a cash-based long-term incentive compensation (“LTIP”) program (the “2010 LTIP Program;” together with the 2010 Bonus Program, referred to herein as the

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		“2010 Incentive Compensation Programs”), each of which is governed by the terms of the Incentive Compensation Plan.


	•	In ~~December 2008~~March 2011, the Company ~~granted restricted stock as a compensation and retention element~~paid annual cash bonuses under the 2010 Bonus Program to ~~a broad range of~~ eligible employees, including its eligible Named Executive Officers, ~~who were expected to contribute~~based upon the Company’s achievement of its performance goals under such program, and the degree of achievement by bonus program participants of their individual performance objectives for 2010, subject to the ~~execution~~terms of such program.

	•	As was the case in 2009, the Company did not implement an equity award program for 2010. In lieu of equity awards, for 2010 the Compensation Committee approved a LTIP component to the Incentive Compensation Plan, which plan was approved by the Company’s stockholders at the 2010 annual stockholders’ meeting. In March 2011, the Company paid one-third of the ~~Company’s business strategy. The 2008 restricted stock~~LTIP award earned under its 2010 LTIP Program to eligible employees, including its eligible Named Executive Officers, based upon the Compensation Committee’s certification of the achievement of the performance goals under the 2010 LTIP Program and the payout terms of such program ~~which was designed after advice from~~authorized by the Compensation Committee upon its approval of the 2010 LTIP Program in October 2009 (the 2010 LTIP award is paid out in equal one-third amounts in March 2011, 2012 and ~~consultation with Mercer, an outside compensation consultant (“Mercer”),~~2013, provided ~~guidelines for equity grant sizes for each salary grade which, when taken together with salary and bonus, were intended to provide~~the grantee received a “target” or better performance rating under the Company’s ~~employees~~Performance Management Review process for 2010 and is employed with ~~total compensation (i.e., base salary, cash bonus and stock awards) at or near~~ the ~~50th percentile of competitive benchmark norms; and~~Company on the payout dates).

	•	The Company accrued and funded its 2008 Bonus Program at 75%, and not 100%, of target, as the Company sought to balance the need to provide competitive compensation to key employees expected to contribute to the Company’s achievement of its business strategy with the objective of continuing to improve profitability and cash flow. Managers also had the ability to award between 75% and 150% of target to individuals based upon relative performance, subject to staying within the overall budget of 75% of target. The Company paid annual cash bonuses to eligible employees, including its Named Executive Officers,provided merit salary increases in March ~~2009, under its 2008 Bonus Program, based upon the achievement of individual and Company performance objectives for 2008.~~2010, after providing no such increases in 2009.

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Objectives of the Company’s Compensation Program and What it is Designed to Reward

The Company’s philosophy is to provide a compensation package that is reasonably designed to satisfy the following objectives:


	•	to pay for performance (by basing salary increases upon individual merit and basing incentive compensation payouts upon the achievement of corporate and individual performance goals and objectives);

	•	to align the interests of management and employees with corporate performance and shareholder ~~interests. This is accomplished~~interests, by rewarding performance that is directly linked to ~~achievement of~~achieving the Company’s business plan and strategic ~~goals;~~goals and fostering shareholder value creation over the long term; and

	•	to ~~both~~ attract, retain and ~~retain~~motivate exceptional performers and key contributors with the skills and experience necessary for the Company to achieve its business objectives, ~~and who are prepared to work in a lean organization. This~~which requires that the Company’s compensation programs be competitive with the compensation practices of other ~~leading consumer products companies.~~companies, as discussed in further detail below.

Each Element of Compensation and Why the Company Chooses to Pay It

In order to achieve the objectives discussed above, the Company maintains a relatively simple compensation program. This program ~~consisting~~consists principally of: (i) base salary; (ii) eligibility for annual cash bonuses under the Incentive Compensation Plan, contingent upon ~~the achievement of~~achieving specific Company performance goals and ~~personal~~individual performance objectives; and (iii) eligibility for long-term incentive compensation under the Incentive Compensation Plan, contingent upon the Company achieving specific performance goals and participants’ achieving “target” performance objectives (which elements of compensation are referred to, collectively, in this Proxy Statement as “total compensation,” unless otherwise noted). Historically, prior to 2009, the Company’s long-term incentive compensation had been comprised of annual equity grants (principally, restricted ~~stock)~~stockand/or stock options) under the Company’s Stock Plan. However, as with 2009, during 2010 the Company determined not to implement an annual equity award program under its Stock Plan. To enable the Company to maintain total compensation at competitive levels, the Company granted LTIP awards under its Incentive Compensation Plan.

~~The~~In the past, the performance-based and incentive compensation elements of cash bonus and prior equity grants have not resulted in ~~any~~ significant wealth accumulation for ~~any of~~ the Company’s employees, including its Named Executive Officers. The Company’s bonus programs ~~have been~~were accrued ~~and funded~~ and paid at 0%, 50%, 75% and ~~75%~~50% of target, respectively, for 2006, 2007, 2008 and ~~2008.~~2009. Based on the ~~$6.67~~$9.84 NYSE closing price of the Company’s Class A Common Stock on December 31, ~~2008,~~2010, all stock options held by the Named Executive Officers were “out of the money,” as the

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exercise price of all of their stock options exceeded ~~the~~such NYSE closing price at year end. The lowest exercise price of any stock option currently held by a Named Executive Officer is $25.50 per share.

Setting Pay; Market References

The Company’s Compensation and Human Resources departments and the Compensation Committee, with input from the Compensation Committee’s outside compensation consultant, consider the compensation of the Named Executive Officers in order to balance compensation opportunities and reward and retain the Company’s high-performing executives and incent them to maximize their performance in furtherance of the execution of the Company’s business plan.

As part of its assessment of the compensation of the Named Executive Officers, the Company also compares the Named Executive Officers’ total compensation to the total compensation for executives at comparison group companies. The Company seeks to design its total compensation ~~including salaries, bonuses and equity awards in the aggregate,~~ to be competitive with other leading consumer products companies and other companies outside of the consumer products field, (collectively, the “Comparison Group”). While the Comparison Group is generally comprised primarily of consumer products companies (including personal care companies), companies outside of the consumer products field are also included becauseas the Company believes that the market for certain executive talent is ~~broader.~~

~~Companies included~~broader than the consumer products field. When reviewing and setting Named Executive Officer compensation for 2010, the Company compared the total compensation of its executive officers to market compensation data for certain groups of companies in Towers Watson’s U.S. compensation data banks for similarly situated executives (sometimes referred to herein as “competitive benchmark norms” or “competitive benchmarks,” with such companies being referred to herein as the “Comparison Group”). The Comparison Group for ~~purposes~~2010 consisted of the ~~Company’s review and testing of its compensation levels for Messrs. Kennedy, Kretzman and Ennis during 2008 included the following personal care~~ companies ~~among others:~~

listed onAnnex A.

Total Compensation

~~Total~~For 2010, the Named Executive Officers’ total compensation, ~~(base salary, cash bonus and stock awards) is generally at or below~~as an approximate percentage of the 50th ~~percentile~~and the 75th percentiles of ~~competitive benchmark norms.~~compensation in the relevant Comparison Group, was as follows: (i) 24% and 13.7%, respectively, for Mr. Kennedy (Mr. Kennedy did not participate in the Company’s 2010 Incentive Compensation Programs; his base salary for 2010 was 121.7% and 83.4%, respectively, of the 50th and 75th percentiles of base salary in the Comparison Group); (ii) 77.9% and 56.8%, respectively, for Mr. Ennis; (iii) 124% and 86.3%, respectively, for Mr. Elshaw; (iv) 100.7% and 79.6%, respectively, for Mr. Berns; and (v) 149.4% and 100.6%, respectively, for Mr. Kretzman.

Base Salary

Base ~~salaries for the Named Executive Officers are generally at or above the median of competitive base salaries. Base~~ salary adjustments are ~~generally made~~considered annually and ~~have been awarded~~may be based on individual performance, assumption of new responsibilities, competitive data from the Comparison Group, employee retention efforts and the Company’s overall compensation guidelines and annual salary budget guidelines. Higher

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annual increases ~~are available~~may be made to higher performers and key contributors, provided that the overall increases are within budgeted ~~guidelines, which are generally consistent with external norms.~~

~~In March 2008, Messrs. Ennis and Kretzman each received merit salary increases to reflect their performance during 2007. Mr. Kennedy did not receive a base salary increase during 2008.~~guidelines.

~~Annual Cash Bonus —~~~~Executive Bonus Plan~~Incentive Compensation; Generally

~~Under~~Each year, the ~~Executive Bonus Plan, annual cash bonuses~~Compensation Committee reviews and establishes the performance measures for the Company’s incentive compensation program(s), which are intended to have the effect of fostering shareholder value creation over the long term, to ensure that the program design appropriately motivates executives to achieve the Company’s financial and operational performance goals, which are designed to ~~reward the achievement of specific business objectives approved by the Compensation Committee in the beginning of or immediately preceding each calendar year. These objectives are generally tied~~be challenging and linked directly to the Company’s ~~financial performance and achievement~~business plan for the year. As more fully described below, for 2010, the components of ~~its business strategy, including, without limitation, EBITDA and~~the Company’s incentive compensation program were a cash ~~flow targets and organizational capability and development objectives. As noted above,~~bonus under the ~~Company accrued and funded its 2008~~2010 Bonus Program, ~~at 75%, and not 100%, of target, as the Company sought to balance the need to provide competitive compensation to key employees expected to contribute~~payable in March 2011, to the ~~Company’s achievement of its business strategy with~~extent performance goals were achieved, and a cash-based LTIP award under the ~~objective of continuing~~2010 LTIP Program, payable in March 2011, to ~~improve profitability and cash flow.~~the extent performance goals were achieved, in three equal annual installments.

Payouts under the ~~Company’s cash bonus plan generally are~~2010 Incentive Compensation Programs were contingent upon the achievement of ~~annual~~identified corporate performance goals. Additionally, payout to a participant under the 2010 Bonus Program was contingent upon such individual’s achievement of his or her own individual performance objectives; and, ~~personal~~payout to a participant under the 2010 LTIP Program was contingent upon such individual having received a performance ~~objectives.~~rating of “target” or higher under the Company’s 2010 Performance Management Review process. The Company’s corporate performance ~~objective for the payout of bonuses at 75% of target bonus~~goals under the ~~2008 Bonus Program~~2010 Incentive Compensation Programs was the Company’s achievement of ~~$230~~

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two equally weighted performance targets, namely, $268.9 million of “adjusted EBITDA” for ~~2008.~~2010 (the “2010 EBITDA Performance Goal”)¹ and $74.4 million of “free cash flow” for 2010 (the “2010 Free Cash Flow Performance Goal”),² in each case measured after all incentive compensation accruals (collectively, the “2010 Performance Goals”).

The 2010 Incentive Compensation Programs featured a customary payout curve, to account for the extent to which the Company partially achieved or over achieved the Company’s 2010 Performance Goals.

Under the 2010 Bonus Program, depending on the assessment of individual performance, participants could receive between 75% and 150% of their target award, to enable managers to reward higher-performing employees, as long as the overall compensation budget was not exceeded.

The Company’s President and Chief Executive Officer and its Executive Vice President and Chief Administrative Officer develop, for review and approval by the Compensation Committee, the annual objectives against which each Named Executive Officer’s performance is assessed. The Company’s President and Chief Executive Officer in conjunction with the Executive Vice President and Chief Administrative Officer and the Company’s Vice Chairman, develop, for review and approval by the Compensation Committee, the CEO’s objectives to support and drive the execution of the Company’s business strategy. These objectives are derived from the Company’s annual business plan. These objectives are established by the Compensation Committee at the start of the year and then reviewed after the end of the year to assess the extent to which they have been achieved.

For 2010, the Named Executive Officers’ objectives included both quantitative financial measures and strategic and operational objectives linked directly to achieving the Company’s business strategy. When assessing the Named Executive Officers’ 2010 performance, in February 2011 the Compensation Committee reviewed and analyzed detailed and comprehensive documentary support of each Named Executive Officer’s accomplishments against his respective 2010 performance objectives, including the following:

Mr. Ennis — President and Chief Executive Officer:


	•	the Company’s 2010 reported financial results, which supported the Company’s achievement of 96.8% of its 2010 EBITDA Performance Goal, on which 35% of Mr. Ennis’ target bonus was based, and 110.6% of its 2010 Free Cash Flow Performance Goal, on which 35% of Mr. Ennis’ target award was based;

	•	the Company’s achievement of an approximate 2.3% increase in net sales, representing partial achievement of this budgeted target, on which 10% of Mr. Ennis’ target award was based;

	•	the execution of the Company’s portfolio planning process and inventory management, on which 10% of Mr. Ennis’ target award was based; and

	•	the continued improvement of the Company’s organizational capabilities through developmental assignments and succession planning, and the implementation of effective performance management processes and line management training, on which 10% of Mr. Ennis’ target award was based.

¹ Adjusted EBITDA is a non-GAAP financial measure which the Company defines as~~income/(loss)~~ income from continuing operations before interest, taxes, depreciation, amortization, gains/losses on foreign currency ~~transactions,~~fluctuations, gains/losses on the early extinguishment of debt and miscellaneous expenses. In calculating adjusted EBITDA, the Company excludes the effects of gains/losses on foreign currency ~~transactions,~~fluctuations, gains/losses on the early extinguishment of debt, results of and gains/losses on discontinued operations and miscellaneous expenses because the ~~Company~~Company’s management believes that some of these items may not occur in certain periods, the amounts recognized can vary significantly from period to period and these items do not facilitate an understanding of the Company’s operating performance. The Company’s management uses adjusted EBITDA as an integral part of its reporting and planning processes and as one of the primary measures to, among other things (i) monitor and evaluate the performance of the Company’s business operations; (ii) facilitate management’s internal comparisons of the Company’s historical operating performance of its business operations; (iii) facilitate management’s external comparisons of the results of its overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (iv) review and assess the operating performance of the Company’s management team and as

² Free cash flow is a non-GAAP measure in evaluating employee compensation and bonuses; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.

~~The Company selected adjusted EBITDA as the bonus target because~~which the Company ~~believes it provides a useful performance measure~~defines as net cash provided by operating activities, less capital expenditures for property, plant and equipment, plus proceeds from the sale of certain assets. Free cash flow excludes proceeds from the ~~Company’s overall business,~~sale of discontinued operations. Free cash flow does not represent the residual cash flow available for discretionary expenditures, as it ~~eliminates~~excludes certain expenditures such as mandatory debt service requirements, which for the ~~effects of certain unusual or infrequent charges that~~Company are ~~not directly attributable to the Company’s underlying operating performance, as noted above.~~

Upon the achievement of the Company’s adjusted EBITDA target for 2008, a participant in the Executive Bonus Plan could earn his or her target bonus award if he or she achieved his or her individual performance objectives and met or exceeded expectations based on his or her 2008 Performance Management Review. Depending on the assessment of individual performance, 75% to 150% of the participant’s target bonus award could be paid to any given eligible employee, as long as the overall bonus budget was not exceeded.

Approximately 500 employees, including the Named Executive Officers, were eligible (based on salary grade) to participate in the 2008 Bonus Program. The bonus objectives for all employees in the 2008 Bonus Program (including the Company’s Named Executive Officers) included the Company’s achievement of $230 million of adjusted EBITDA, as well as the achievement by eligible employees of personal performance objectives, which collectively were designed to be challenging to attain and linked directly to executing the Company’s business plan for 2008. As noted above, for 2008, the Company’s bonus program was accrued and funded at only 75% of target, due to the Company’s focus on balancing employee compensation and retention goals with a desire to improve profitability and cash flow.significant.

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Mr. Elshaw — Executive Vice President and Chief Operating Officer:


	•	the Company’s 2010 reported financial results, which supported the Company’s achievement of 96.8% of its 2010 EBITDA Performance Goal, on which 35% of Mr. Elshaw’s target bonus was based, and 110.6% of its 2010 Free Cash Flow Performance Goal, on which 35% of Mr. Elshaw’s target award was based;

	•	the Company’s achievement of an approximate 2.3% increase in net sales, representing partial achievement of this budgeted target, on which 10% of Mr. Elshaw’s target award was based;

	•	the execution of the Company’s portfolio planning process and inventory management, on which 10% of Mr. Elshaw’s target award was based; and

	•	the continued improvement of the Company’s organizational capabilities through developmental assignments and succession planning, and the implementation of effective performance management processes and line management training, on which 10% of Mr. Elshaw’s target award was based.

Mr. Berns — Executive Vice President and Chief Financial Officer:


	•	the Company’s 2010 reported financial results, which supported the Company’s achievement of 96.8% of its 2010 EBITDA Performance Goal, on which 25% of Mr. Berns’ target bonus was based, and 110.6% of its 2010 Free Cash Flow Performance Goal, on which 25% of Mr. Berns’ target award was based;

	•	the Company’s achievement of an approximate 2.3% increase in net sales, representing partial achievement of this budgeted target, on which 10% of Mr. Berns’ target award was based;

	•	the execution of the Company’s portfolio planning process and inventory management, on which 10% of Mr. Berns’ target award was based;

	•	the continued improvement of the Company’s organizational capabilities through developmental assignments and succession planning, and the implementation of effective performance management processes and line management training, on which 10% of Mr. Berns’ target award was based; and

	•	the achievement of key functional objectives within the Finance area, including refinancing the Company’s credit facility on terms and conditions to allow the Company to execute its business strategy for growth; improving the financial close process and continuing to strengthen the financial control environment; establishing the operating framework for a functional business continuity plan for all functions; and ensuring that the information management function achieved its 2010 strategic objectives, on which 20% of Mr. Berns’ target award was based.

Mr. Kretzman — Executive Vice President and Chief Administrative Officer:


	•	the Company’s 2010 reported financial results, which supported the Company’s achievement of 96.8% of its 2010 EBITDA Performance Goal, on which 25% of Mr. Kretzman’s target bonus was based, and 110.6% of its 2010 Free Cash Flow Performance Goal, on which 25% of Mr. Kretzman’s target award was based;

	•	the Company’s achievement of an approximate 2.3% increase in net sales, representing partial achievement of this budgeted target, on which 10% of Mr. Kretzman’s target award was based;

	•	the execution of the Company’s portfolio planning process and inventory management, on which 10% of Mr. Kretzman’s target award was based;

	•	the continued improvement of the Company’s organizational capabilities through developmental assignments and succession planning, and the implementation of effective performance management processes and line management training, on which 10% of Mr. Kretzman’s target award was based; and

	•	the achievement of key functional objectives within the Legal and Human Resource areas, including the provision of comprehensive legal services at or below budgeted cost, in support of the Company’s worldwide operations; the leadership of comprehensive succession and development planning, and performance management and line management training, globally; the structuring of competitive health and welfare benefits in the U.S.; and leading the recruitment, hiring and on-boarding of key senior executive positions, on which 20% of Mr. Kretzman’s target award was based.

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Mr. Kennedy, who transitioned from President and Chief Executive Officer to Vice Chairman of the Board of Directors in May 2009 as part of the Company’s overall succession planning, was not eligible to (and did not) participate in the 2010 Incentive Compensation Programs in his role as Vice Chairman.

As noted above, based on the Company’s achievement of its 2010 Performance Goals, in February 2011, the Compensation Committee determined, pursuant to the terms and conditions of the 2010 Incentive Compensation Programs, that such programs would be funded at 100% of target. Additionally in February 2011, based upon a comprehensive review of each Named Executive Officer’s 2010 performance, the Compensation Committee determined the extent to which the Named Executive Officers had achieved their respective individual performance objectives (including, in the case of Messrs. Ennis, Elshaw, Berns and Kretzman, objectives for 2010 established in compliance with Section 162(m)). Based upon the foregoing determinations, bonuses and LTIP payouts were earned by each of the eligible Named Executive Officers in respect of 2010 (see the “Summary Compensation Table,” below).

The Company’s confidentiality and non-competition agreement (which all employees, including the Named Executive Officers, are required to execute), ~~the Executive Bonus~~Stock Plan and ~~the Stock~~Incentive Compensation Plan condition each employee’s eligibility for benefits (including ~~2008 bonus~~2010 LTIP awards and ~~equity awards)~~2010 bonuses) upon compliance with ~~certain~~ confidentiality, non-competition and non-solicitation obligations.

~~Mr. Kennedy,~~Incentive Compensation; Annual Cash Bonus

Approximately 440 employees, including the Named Executive Officers, were eligible to participate in the 2010 Bonus Program. As noted above, the bonus objectives for all employees in the 2010 Bonus Program included the Company’s ~~President~~achievement of two equally weighted performance goals (namely, its 2010 EBITDA Performance Goal and ~~Chief Executive Officer during 2008,~~its 2010 Free Cash Flow Performance Goal), as well as the participants’ achievement of their individual performance objectives linked directly to executing the Company’s 2010 business plan. As approved by the Compensation Committee, under the 2010 Bonus Program, the Compensation Committee had discretion to award between 75% and 150% of the target bonuses to reward higher-performing employees, as long as the overall compensation budget was not exceeded.

Per the terms of their respective employment agreements, Mr. Ennis was eligible ~~under his employment agreement~~ during ~~2008~~2010 for a target bonus of 100% of his base salary, ~~but~~and each of Messrs Elshaw, Berns and Kretzman was eligible during 2010 for ~~2008 his~~a target bonus was adjusted to 75%, due to the accrual levels set by the Compensation Committee under the 2008 Bonus Program. Mr. Ennis and Mr. Kretzman were eligible under their employment agreements during 2008 for target bonuses of 75% of his respective base ~~salary, but for 2008 their target bonuses were adjusted to 56.25%~~salary.

As noted above (see, “Incentive Compensation; Generally”), ~~due to~~based upon the ~~accrual~~Company’s degree of ~~the 2008 Bonus Program at 75%~~achievement of ~~target. In February 2009,~~its 2010 Performance Goals, the Compensation Committee determined ~~that~~to fund the ~~Company’s EBITDA objective had been met,~~2010 Bonus Program at 100% of target and, ~~that each of~~based upon its determinations as to the Named Executive ~~Officers had achieved (and in a number~~Officers’ degree of ~~cases exceeded) all~~achievement of their respective ~~individual~~ performance objectives, ~~(including, in the case of~~awarded Messrs. ~~Kennedy,~~ Ennis, Elshaw, Berns and Kretzman objectives for 2008 established in compliance with Section 162(m) of the Code); accordingly, bonuses were earned by each of the Named Executive Officers during 2008 (see the “Summary Compensation Table,” below).

As approved by the Compensation Committee in early 2008, under the 2008 Bonus Program, the Compensation Committee had discretion to award up to 150% of adjusted target bonuses to reward high performance.

~~Under Mr. Kennedy’s leadership, the Company —~~


	•	demonstrated significantly improved financial performance in 2008, with adjusted EBITDA of $248.1 million, compared to $221.4 million of adjusted EBITDA in 2007, and positive free cash flow of $26 million, compared to negative free cash flow of $17.1 million for 2007, which measures were the best the Company has achieved in a number of years (free cash flow is a non-GAAP financial measure which the Company defines as net cash provided by (used in) operating activities, less capital expenditures for property, plant and equipment, plus proceeds from the sale of certain assets); and

	•	~~continued its turn-around commenced in late 2006 by successfully executing the core elements of its business plan, including as follows:~~


	•	~~instituting a global, three-year color cosmetics and beauty care portfolio strategy, which resulted in the launch of a broad lineup of new color cosmetics products during 2008; and~~

	•	developing and implementing career development plans for each of the Chief Executive Officer’s direct reports and each of their key essential direct reports, including developmental assignments and roles, as part of the Company’s overall succession planning process.

The Compensation Committee therefore awarded Mr. Kennedy a bonus of $975,000 in respect of his 2008 performance. Mr. Kennedy’s bonus is consistent with the provisions of the 2008 Bonus Program in that it is 100% of Mr. Kennedy’s adjusted target of $975,000 for 2008. The Compensation Committee also approved that Messrs. Ennis96.2%, 95.7%, and ~~Kretzman each exceeded their objectives for 2008 under the 2008 Bonus Program~~106.5% and ~~so the Compensation Committee awarded each of them 111% and 105%~~103.2%, respectively, of their ~~adjusted bonus targets~~target bonuses for ~~2008 based upon such over-achievement.~~2010.

The Summary Compensation Table, below, reflects the actual bonus awards that were made for ~~2008~~2010 to the Named Executive Officers under the ~~2008~~2010 Bonus Program.

Incentive Compensation; Long-Term Compensation —~~The Stock Plan~~

The third principal component inof total compensation for the Company’s key employees ~~(i.e., base salary, cash bonus and equity grants)~~ is long-term incentive compensation awards. Historically, this had taken the form of an annual grant of equity awards, ~~generally~~usually in the form of restricted stock ~~and, in prior years,~~and/or stock options, under the Stock Plan.

~~Grants~~However, beginning with 2009 (and again in 2010), the Company decided not to implement an annual equity award program under its Stock Plan as a component of ~~restricted stock~~long-term compensation. To enable the Company to seek to maintain competitive total compensation, the Company adopted a cash-based LTIP component under its Incentive Compensation Plan, effective from and ~~stock options are designed to directly align a portion of compensation for key employees with shareholders’ interests and, in doing so, serve as~~after 2010. The 2010 calendar year was the first performance year under the Company’s ~~principal element~~newly-implemented LTIP.

Approximately 50 senior employees, including the Named Executive Officers, were eligible to participate in the 2010 LTIP Program. Funding of ~~long-term~~the 2010 LTIP Program was based on the Company’s degree of achievement of

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~~compensation. Restricted stock~~two equally weighted performance goals (namely, its 2010 EBITDA Performance Goal and ~~stock options have time-based vesting schedules, so in addition to serving as an element of compensation, they are also designed to retain key employees.~~

Restricted stock awards generally have been granted annually to executives and other key employees. Guidelines for the size of awards are developed based upon, among other factors, shares available for grant under the Stock Plan, the executive’s position in the Company, his or her contributions to executing the Company’s business strategy and annual plan and his or her total compensation, as compared to external references, such as competitive compensation data from Mercer and Towers Perrin. Larger equity awards are made to more senior executives so that a larger portion of their total potential compensation will be variable and contingent upon shareholder value creation.

Factors that may be considered in deciding which form the equity awards will take (i.e., stock options or restricted stock) may include, among others, the Company’s stock price at the time the awards are granted; the degree to which the awards are intended to provide a retention incentive; the impact on “overhang” (i.e., the dilutive effect on the Company’s common stock); and the impact on “burn rate” (i.e., the ratio of aggregate grant size to total outstanding shares of Class A Common Stock on a fully diluted basis)its 2010 Free Cash Flow Performance Goal).

~~Grants~~Awards under the 2010 LTIP Program were structured as flat dollar amounts, tiered to levels of restricted stock and stock options are not specifically timed to be made before major announcements or earnings releases and have been generally made in the fourth quarter of the year. Grants of equity as a result of new-hires or promotions generally are made at the next scheduled Compensation Committee meeting following such events. There are generally no differences in the timing of equity grants for the Named Executive Officers compared with other eligible employees.

In 2008, the Company sought to provide competitive total compensation (i.e., base salary, cash bonus and stock awards). In doing so, the Company believed that it was critical to provide meaningful equity grants to personnel in order to compensate and retain key existing employees and to recruit highly-qualified employees to fill critical roles inresponsibility within the organization, ~~who~~and were ~~expected to contribute to the continued execution of the Company’s business strategy.~~

In December 2008, the Compensation Committee, based upon management’s recommendation and after consultation with Mercer, approved awards of restricted stock to a broad range of key employees expected to contribute to the execution of the Company’s business plan. Specifically, approximately 430 employees received an aggregate of 818,825 restricted shares as part of this program. Such grants were made pursuant to grant guidelines approved by the Compensation Committee. ~~These guidelines~~Once earned, based upon the achievement of the Company’s 2010 Performance Goals, the award amount is to be paid out in equal one-third amounts in March 2011, March 2012 and March 2013, provided the participant received a “target” or better performance rating under the Company’s Performance Management Review process for ~~equity grant sizes~~2010 and remains employed with the Company on the applicable payment date. By deferring payments over three years for ~~each salary grade which, when taken together with salary and bonus, were~~the 2010 performance year, the program’s structure is intended to ~~provide total compensation (i.e., base salary, cash bonus and stock awards) at or near~~have a retentive element for the 50th percentile of competitive benchmark norms. These grants vest ratably over three years. Mercer advised the Compensation Committee that the 2008 restricted stock program, which was structured substantially the same askey personnel expected to implement the Company’s ~~2007 restricted stock program, represented a reasonable approach for the Company and that the grants were consistent with competitive norms for overhang and burn rate.~~business plan from year to year.

~~During 2008,~~As noted above (see, “Incentive Compensation; Generally”),based upon the Company’s degree of achievement of its 2010 Performance Goals, LTIP awards were earned by each of the eligible Named Executive Officers in respect of 2010.

The Summary Compensation ~~Committee amended~~Table, below, reflects the ~~Stock Plan to make certain technical, conforming~~portion of the 2010 LTIP Program awards that were earned and ~~administrative changes related~~actually paid out for 2010 to the ~~Company’s September 20081-for-10~~ ~~Reverse Stock Split, such as proportionately adjusting the number and exercise price of all outstanding equity awards~~eligible Named Executive Officers under the ~~Stock Plan using the same1-for-10~~ reverse split ratio and ratably reducing the authorized shares of Common Stock available for awards under the Stock Plan. These changes and adjustments to the Stock Plan were designed to ensure that the impact of the reverse stock split was neutral to all Stock Plan participants.2010 LTIP Program.

Other Compensation and Benefit Programs

The Company also maintains ~~fairly~~ standard benefits that are ~~generally~~ consistent with those offered by other major corporations and which are generally available to all of the Company’s full time employees (subject to meeting basic eligibility requirements). These plans include the Revlon Employees’ Savings, Investment and Profit Sharing Plan, or 401(k) Plan, which is a qualified defined contribution plan, the Revlon Employees’ Retirement Plan (the “Retirement Plan”), which is a qualified defined benefit plan, and the Revlon Pension Equalization Plan (the “Pension Equalization Plan”), which is a non-qualified and unfunded plan that provides retirement benefits to employees, including the Named Executive Officers, equal to those that would have been provided under the

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~~Retirement Plan for compensation in excess of Code limits. The Retirement Plan and Pension Equalization Plan are described in more detail under the “Pension Benefits” table, below.~~

In the past, the Company maintained the Revlon Excess Savings Plan for Key Employees (the “Excess Savings Plan”) to recognize compensation in excess of these Code limitations to employees. That plan was “frozen” on December 31, 2004 (i.e., no further contributions were permitted after that date).

~~The Company offers fairly~~ standard medical, dental, vision and life insurance ~~coverage~~coverages that ~~is generally~~are available to allU.S.-based, non-union employees.

The Company also maintains a limited number of benefit programs that are ~~only~~ available to the Named Executive Officers and other senior employees qualifying for eligibility based on salary grade level. These benefits and perquisites include ~~a supplemental Executive Medical Plan,~~an automobile ~~allowances~~allowance or use of a Company ~~automobiles,~~automobile and limited reimbursement of certain costs for financial counseling, ~~and~~ tax preparation and ~~reimbursement for~~ life insurance premiums. These types of benefits are commonly made available to senior executives at other major corporations and assist the Company in attracting and retaining key talent.

How the Company Determines the ~~Amount (and,~~Amount(and, Where Applicable, the Formula) for Each Element of Compensation to Pay and How Each Compensation Element and the Company’s Decisions Regarding that Element Fit into the Company’s Overall Compensation Objectives and May Affect Decisions Regarding Other Elements of Compensation

The Company focuses annually on developing a total compensation package that is intended to be ~~externally~~ competitive such that the level of total compensation (i.e., base salary, cash bonus and ~~stock awards)~~long-term incentive compensation, combined) is targeted ~~generally~~ to be positioned at or ~~near~~about the 50th to 75th percentile of competitive benchmark norms. Salary ranges, annual bonus plan targets and ~~equity~~long-term incentive compensation targets are reviewed using a “total compensation” perspective under which total remuneration is targeted to be within certain ranges compared to the Comparison Group. Values and targets of each element may change from year to year. ~~As a general matter, since~~Historically, the Named Executive Officers have not realized any meaningful wealth accumulation from prior equity awards, ~~or other incentive compensation, as described above, this has~~which influenced ~~setting base salaries.~~the introduction of an LTIP component to the Incentive Compensation Plan to replace the former equity component of compensation.

The Company designs its compensation programs such that there is a correlation between level of position and degree of risk in compensation. Based on that guiding principle, the Company’s more senior executives with the highest levels of responsibility and accountability have a higher percentage of their total potential remuneration at risk ~~i.e.,~~(in the form of performance-based ~~cash bonus~~annual bonuses and ~~equity compensation,~~performance-based LTIP awards), than do employees with lower levels of responsibility and accountability. This means that a higher proportion of ~~their~~the Company’s more senior executives’ total potential compensation is based upon variable elements, ~~(namely, performance-based cash bonuses and equity grants that vest over time and have value based on stock performance),~~ than is the case with the Company’s employees with lower levels of responsibility and accountability.

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Role of the Compensation Committee

The Compensation Committee reviews and approves, among other things, compensation for the Company’s Named Executive Officers; the structure of the Company’s annual bonus program under the ~~Executive Bonus~~Incentive Compensation Plan, including setting annual performance objectives for the Named Executive Officers and annually assessing the extent to which those objectives have been achieved; and the structure of and actual grants under the Company’s ~~annual equity~~long-term incentive compensation award ~~program under~~programs and annually assessing the ~~Stock Plan.~~extent to which those objectives have been achieved.

The Compensation Committee reviews and approves ~~goals and~~ objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluates the ~~CEO’s~~Chief Executive Officer’s performance in respect of those ~~goals and~~ objectives and determines, either as a committee or together with the Governance Committeeand/or the Board of Directors, the ~~CEO’s~~Chief Executive Officer’s total compensation level based on that evaluation process. The Compensation Committee also reviews and approves compensation and incentive arrangements for the Company’s other Named Executive Officers. ~~The Compensation Committee also reviews and approves equity grants under the Stock Plan.~~

The Compensation Committee ~~has reviewed “tally sheets,” which include~~reviews key components of each Named Executive Officer’s compensation, ~~including, among other things: (i) a detailed breakdown of 2008 compensation,~~

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including base salary, bonus and perquisites and other fringe benefits; (ii) estimates of the annual actuarial accrual of pension benefits; (iii) a summary of equity grants (i.e., restricted stock and stock options), vesting provisions and any change in control provisions of those grants; and (iv) estimates of severance benefits that would apply under each of the Named Executive Officer’s employment agreements. These summaries providewhich enables the Compensation Committee ~~with information about senior management compensation that enables them~~ to make informed decisions regarding future ~~compensation elements and to adjust~~ elements of ~~compensation when applicable.~~compensation.

The Company’s Executive Vice President ~~Human Resources,~~and Chief Administrative Officer, in consultation with the Company’s Chief Executive Officer, works with the Company’s Compensation Department to recommend: (i) merit increase guidelines based on external benchmarks under the Company’s salary administration program; (ii) the structure of the Company’s annual bonus program under the ~~Executive Bonus~~Incentive Compensation Plan; and (iii) the structure of ~~the Company’s annual equity award program under the Stock Plan, including the 2008 restricted stock program grants made in December 2008.~~its long-term incentive compensation programs.

~~The~~As part of the Company’s processes and procedures for determining the amount and form of executive officer and director compensation, the Company’s Compensation Committee ~~considers input from consultants, including Mercer,~~relies in part upon informed proposals and information provided by management, as well as ~~from the Company’s Compensation Department, in~~market data, analysis and guidance provided by its ~~consideration of the competitiveness and effectiveness of, and its oversight and approval of, the~~outside compensation ~~arrangements for the Company’s Chief Executive Officer and other Named Executive Officers.~~

consultant. During ~~2008,~~2010, the Compensation Committee consulted withand/or considered advice provided by ~~Mercer~~its outside compensation advisor (Compensation Advisory Partners LLC (“CAP”)) with respect to ~~the following matters, among others: (i) the structure of the Company’s 2008 restricted stock grant program (including the grants to the Named Executive Officers); and (ii)~~ the structure and components of the Company’s ~~2009 Bonus Program. Additionally,~~incentive compensation programs, as well as March 2010 merit salary increases for the Named Executive Officers. CAP performed no other services for the Company or the Compensation Committee ~~received guidance from Mercer~~ during ~~2008 when considering increases recommended by management~~2010 other than providing compensation advice to the ~~compensation of, and annual restricted stock awards~~Compensation Committee (or to the Company’s ~~independent, non-employee directors (see “Director~~ Compensation~~” below), which were~~ Department in ~~each case~~respect to routine compensation survey data analysis); without limiting the foregoing, CAP did not provide services such as benefits administration, human resources consulting or actuarial services. The Compensation Committee approved ~~by the Board during 2008~~CAP’s engagement, upon the recommendation of management, and based upon CAP’s experience and qualifications. The Chairman of the Compensation Committee ~~in order~~reviews and approves all invoices from the outside compensation consultant prior to ~~make director compensation at or near the median of competitive benchmarks.~~payment.

As there has never been a restatement of the Company’s financial results, the Company has not considered any policy in respect of adjustment or recovery of amounts paid under its compensation plans.

Tax Deductibility of Executive Compensation

Section 162(m) ~~of the Code (“Section 162(m)”)~~ places a limit of $1,000,000 on the amount of compensation that the Company may deduct, for tax purposes, in any one year for certain officers who constitute “covered employees” under the rule, unless such amounts are determined to be “performance-based compensation” meeting certain requirements. Generally, the Company’s provision of cash incentive compensation under the ~~Executive Bonus~~Incentive Compensation Plan, stock option awards and performance-based stock awards ~~meet~~meets the requirements for performance-based compensation under Section 162(m) and thus, generally, those items are fully deductible. Salary, perquisites, discretionary bonuses and restricted stock that have time-based vesting generally are not considered performance-based compensation under Section 162(m) and are generally subject to Section 162(m) limitations on deductibility. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation Committee has not adopted a policy requiring all compensation to be deductible. The ~~2008~~2010 annual bonus and LTIP performance objectives for ~~each of Messrs. Kennedy, Ennis and Kretzman~~the Company’s Named Executive Officers were approved under

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Section 162(m)’s guidelines for deductibility. Certain amounts of compensation for the Company’s officers do not meet Section 162(m)’s performance-based requirements and therefore are not deductible by the Company.

EXECUTIVE COMPENSATION

The following table sets forth information for the years indicated concerning the compensation awarded to, earned by or paid to the persons who served as the Company’s Chief Executive Officer and the Chief Financial Officer ~~of the Company~~ during ~~2008~~2010 and the three other most highly paid executive officers (see footnote (a) below), other than the Chief Executive Officer and the Chief Financial Officer, who served as executive officers of the Company during ~~2008~~2010 (collectively, the “Named Executive Officers”), for services rendered in all capacities to the Company and its subsidiaries during such periods. ~~The summary compensation table below includes,~~As with last year’s proxy statement, the amounts under the columns “Stock Awards” and “Option Awards,” in the ~~expense required to be recognized by~~Summary Compensation Table below, have been calculated based upon the aggregate grant date fair value of the stock and option awards made during each given fiscal year, if any, in each case as determined in accordance with applicable financial accounting standards (namely, FASB Accounting Standards Codification Topic 718). Historic amounts for 2008 under the columns “Stock Awards” and “Option Awards,” if any, and the corresponding historic amounts in the “Total” column, in the Summary Compensation Table below, have been adjusted and are re-presented in accordance with Item 402 ofRegulation S-K under the Exchange Act. Additionally, as it did last year, the Company ~~pursuant to~~

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~~Statement~~is presenting its 2010 annual cash bonus awards under the Revlon Executive Incentive Compensation Plan, as well as its historic presentation of ~~Financial Accounting Standards No. 123(R)~~those awards for 2009 and 2008, in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, below, for awards of target bonuses for the year, and any discretionary annual cash bonus in excess of target bonuses for the year in the “Bonus” column. For 2010, such column also includes earned 2010 LTIP Program awards, as more fully set forth in footnote (d), ~~“Share-Based Payment” (“SFAS No. 123(R)”) during 2008, 2007~~below (although 2010 LTIP Program awards have been listed in the table below at their full-value, only one-third of such amounts was actually paid in March 2011; the remaining two-thirds of such 2010 LTIP awards are payable in March 2012 and ~~2006 (excluding forfeiture assumptions) in respect of outstanding restricted stock and stock option awards to~~March 2013, only if the ~~Named Executive Officers.~~executive remains employed with the Company on each respective payout date). In all cases, stock option awards outstanding as of December 31, ~~2008~~2010 were ~~“out-of-the-money,~~“out-of-the-money,” in that in each case they had exercise prices that were above the ~~$6.67~~$9.84 per share NYSE closing market price of the Company’s Class A Common Stock on December 31, ~~2008~~2010 and therefore had no realizable monetary value to the Named Executive Officers on such date. See “Outstanding Equity Awards at Fiscal Year End.”

SUMMARY COMPENSATION TABLE

Change in

Pension Value

and

Nonqualified

Non-Equity
Deferred

Stock
Option
Incentive Plan
Compensation
All Other

Salary
Bonus
Awards
Awards
Compensation
Earnings ($)
Compensation
Total
Name and Principal Position(a)
Year ($) ($) ($)(b) ($)(c) ($) (d) ($)(e) ($)

David L. Kennedy 2008 1,310,000 975,000 539,451 14,294 — 111,287 40,859 2,990,891
President and
2007 1,305,000 800,000 261,881 226,654 — 61,278 41,212 2,696,025
Chief Executive Officer
2006 771,000 — 220,208 534,038 — 41,121 21,600 1,587,967
Alan T. Ennis 2008 460,923 300,000 197,441 2,583 — 26,517 22,512 1,009,976
Executive Vice President,
2007 397,212 180,000 110,508 5,468 — 11,198 22,688 727,074
Chief Financial Officer
2006 250,839 — 15,473 10,289 — 14,077 — 290,678
and Treasurer

Robert K. Kretzman 2008 711,889 420,000 289,092 12,705 — 311,337 71,972 1,816,995
Executive Vice President,
2007 681,189 308,000 179,257 151,425 — 110,054 68,774 1,498,699
Human Resources,
2006 571,393 — 254,806 340,702 — 115,555 54,081 1,336,537
Chief Legal Officer,
General Counsel and Secretary


													Change in
													Pension Value
													and
													Nonqualified
											Non-Equity		Deferred
							Stock		Option		Incentive Plan		Compensation		All Other
			Salary		Bonus		Awards		Awards		Compensation		Earnings ($)		Compensation		Total
Name and Principal Position(a)	Year		($)		($)(b)		($)(c)		($)		($)(d)		(e)		($)(f)		($)

David L. Kennedy		2010		614,038		—		—		—		—		23,949		52,984		690,971
Vice Chairman		2009		867,500		—		—		—		—		101,146		36,447		1,005,093
		2008		1,310,000		—		602,388		—		975,000		111,287		40,859		3,039,534
Alan T. Ennis		2010		907,980		—		—		—		2,075,000		19,557		91,777		3,094,314
President and Chief Executive		2009		781,558		12,500		—		—		437,500		56,176		24,063		1,311,797
Officer		2008		460,923		30,000		347,490		—		270,000		26,517		22,512		1,157,442
Chris Elshaw		2010		729,346		—		—		—		1,025,000		5,394		226,382		1,986,122
Executive Vice President and Chief Operating Officer		2009		678,347		12,500		—		—		262,500		34,226		192,533		1,180,106
Robert K. Kretzman		2010		740,857		17,716		—		—		1,057,284		612,947		77,794		2,506,598
Executive Vice President and		2009		713,783		8,357		—		—		266,643		673,313		75,990		1,738,086
Chief Administrative Officer		2008		711,889		20,036		275,990		—		399,964		311,337		71,972		1,791,188
Steven Berns		2010		448,211		22,125		—		—		837,875		18,098		62,393		1,388,702
Executive Vice President and Chief Financial Officer		2009		268,077		10,625		122,750		—		159,375		18,461		18,982		598,270


(a)		Messrs. Kennedy, Ennis and Kretzman ~~were the only “executive officers”~~served as Named Executive Officers of the Company during ~~2008;~~2010, 2009 and 2008. Mr. Berns and Mr. Elshaw became “Named Executive Officers” during 2009, as Mr. Berns was appointed Executive Vice President and Chief Financial Officer in May 2009 and Mr. Elshaw was appointed

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		Executive Vice President and Chief Operating Officer in May 2009; neither of Messrs. ~~Kennedy, Ennis and Kretzman~~Berns or Elshaw served as ~~executive officers~~a “Named Executive Officer” during 2008. Mr. Kennedy served as the Company’s President and Chief Executive Officer during 2008 and through May 2009, when he transitioned to Vice Chairman of the ~~Company during 2008, 2007 and 2006. Mr. Ennis was elected in March 2009~~Board of Directors as ~~President, Revlon International, responsible for the leadership of all~~part of the Company’s ~~international operations,~~overall succession planning, which included Mr. Ennis succeeding to the positions of President and ~~as a Director, in addition to his role as~~Chief Executive ~~Vice President, Chief Financial Officer and Treasurer.~~Officer.

(b)		The amounts set forth under the ~~“Stock Awards”~~“Bonus” column reflect the ~~expense required under SFAS No. 123(R) to be recognized by the Company during each~~portion of the years presented, excluding forfeiture assumptions, in respect of all restricted stock awards held by the Named Executive Officers, including awards granted prior to 2008, some of which were unvested at December 31, 2008. The accounting principles and related assumptions used by the Company in calculating the expenses for such awards under SFAS No. 123(R) are set forth in Note 1 to the consolidated financial statements included in the Company’s Annual Report on~~Form 10-K~~ ~~for the year ended December 31, 2008 filed with the SEC on February 25, 2009 (the “2008Form 10-K”).~~ ~~The restricted shares granted~~annual bonus awarded to the Named Executive ~~Officers during 2008~~Officer by the Compensation Committee in excess of such executive’s target bonus for the year, pursuant to the ~~Stock~~Compensation Committee’s authority under the Revlon Executive Incentive Compensation Plan ~~are discussed under “Grants of Plan-Based Awards”~~(see “Non-Equity Incentive Plan Compensation” column in this ~~Proxy Statement, below.~~table for target bonuses earned).

(c)		~~The~~As noted above, the amounts set forth under the ~~“Option~~“Stock Awards” column reflect the ~~expense required under SFAS No. 123(R)~~grant date fair value of restricted shares that were granted to ~~be recognized by the Company during each of the years presented, excluding forfeiture assumptions, in respect of all outstanding stock option awards held by~~ the Named Executive ~~Officers, all of which Option Awards were granted prior to 2008 and some of which were unvested at December 31, 2008. The accounting principles and related assumptions used by~~Officer during the ~~Company in calculating~~year, based upon the ~~expenses for such awards under SFAS No. 123(R) are set forth in Note 1 to the consolidated financial statements in the 2008Form 10-K.~~

		The Named Executive Officers were not awarded any stock options during 2007 or 2008. As of December 31, 2008, all stock options held by the Named Executive Officers had an exercise price that was above the $6.67 per share NYSE closing market price of the Company’s Class A Common Stock on ~~December 31, 2008. The lowest exercise price of any stock options held by~~ the ~~Named Executive Officers is $25.50 per share. Accordingly, all of the stock options held by the Named Executive Officers had no realizable monetary value at December 31, 2008.~~respective grant dates.

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(d)		The ~~Company used September 30th as its pension plan measurement date for financial statement reporting purposes with respect~~amounts set forth under the “Non-Equity Incentive Plan Compensation” column reflect the annual target bonus awarded to the ~~audited financial statements included in~~Named Executive Officer by the ~~Company’s Annual Report onForm 10-K~~Compensation Committee for the year, ~~ended December 31, 2006 filed~~pursuant to its authority under the Revlon Executive Incentive Compensation Plan, based on the achievement of specific performance factors, plus, for 2010, the full value of the executive’s long-term incentive compensation award earned. Note that, although 2010 LTIP Program awards have been listed in the table above at their full-value per SEC interpretative rules, only one-third of such amount was paid in March 2011 to the executive in respect to 2010; the remaining two-thirds of such 2010 LTIP award is payable in March 2012 and March 2013, only if the executive remains employed with the ~~SEC~~Company on ~~March 13, 2007 (the “2006Form 10-K”).~~ ~~The Company used December 31st as its pension plan measurement date for financial statement reporting purposes with~~each respective payout date. There were no LTIP awards prior to 2010.

		For Mr. Ennis, the amount set forth under the “Non-Equity Incentive Plan Compensation” column reflects $875,000 in cash bonus plus $1,200,000 in LTIP, of which LTIP amount only one-third has been paid in respect to 2010 (the remaining two-thirds of such 2010 LTIP award is to be paid out in equal amounts in March 2012 and March 2013).

		For Mr. Elshaw, the ~~audited financial statements included~~amount set forth under the “Non-Equity Incentive Plan Compensation” column reflects $525,000 in cash bonus plus $500,000 in LTIP, of which LTIP amount only one-third has been paid in respect to 2010 (the remaining two-thirds of such 2010 LTIP award is to be paid out in equal amounts in March 2012 and March 2013).

		For Mr. Kretzman, the ~~Company’s Annual Report onForm 10-K~~ ~~for~~amount set forth under the ~~year ended December 31, 2007 filed with~~“Non-Equity Incentive Plan Compensation” column reflects $557,284 in cash bonus plus $500,000 in LTIP, of which LTIP amount only one-third has been paid in respect to 2010 (the remaining two-thirds of such 2010 LTIP award is to be paid out in equal amounts in March 2012 and March 2013).

		For Mr. Berns, the ~~SEC on~~amount set forth under the “Non-Equity Incentive Plan Compensation” column reflects $337,875 in cash bonus plus $500,000 in LTIP, of which LTIP amount only one-third has been paid in respect to 2010 (the remaining two-thirds of such 2010 LTIP award is to be paid out in equal amounts in March ~~5, 2008 (the “2007Form 10-K”)~~2012 and ~~in the 2008Form 10-K.~~ ~~Accordingly, the~~March 2013).

(e)		The amounts under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column have been calculated based on the aggregate change in actuarial present value of the Named Executive Officers’ accumulated benefit under the Retirement Plan and the Pension Equalization Plan from ~~September 30, 2005 to September 30, 2006, for 2006, and from September 30, 2006~~January 1 to December 31 ~~2007, for 2007 (annualized to reflect 12 months),~~of each reported year and based on, with respect to ~~2006,~~2010, the assumptions as set forth in Note 1114 to the consolidated financial statements in the ~~2006~~Company’s Annual Report onForm 10-K ~~and,~~for the year ended December 31, 2010 (the “2010 Form10-K”); with respect to ~~2007,~~2009, the assumptions as set forth in Note 1113 to the consolidated financial statements in the ~~2007~~Company’s Annual Report onForm 10-K ~~and from~~for the year ended December 31, ~~2007 to December 31, 2008, for 2008, based on,~~2009; and, with respect to 2008, the assumptions as set forth in Note 12 to the consolidated financial statements in the ~~2008~~ Company’s Annual Report onForm~~10-K.~~ 10-K for the year ended December 31, 2008. These amounts have been calculated based on normal retirement age of 65 as specified in the Retirement Plan and Pension Equalization Plan. The Pension Equalization Plan is a non-qualified and unfunded plan. In May 2009 the Company amended the Retirement Plan and the Pension Equalization Plan to cease future benefit accruals under such plans after December 31, 2009.

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		•	For Mr. Kennedy, who has over 8 years of actual service with the Company, this amount includes ~~$15,686, $9,076~~$5,417, $18,541 and ~~$12,130~~$15,686 under the Retirement Plan and ~~$95,601, $52,202~~$18,532, $82,605 and ~~$28,991~~$95,601 under the Pension Equalization Plan for ~~2008, 2007~~2010, 2009 and ~~2006,~~2008, respectively.

		•	For Mr. Ennis, who has over 5 years of actual service with the Company, this amount includes ~~$10,785, $5,562~~$8,823, $18,158 and ~~$14,077~~$10,785 under the Retirement Plan and ~~$15,732, $5,636~~$10,734, $38,018 and ~~nil~~$15,732 under the Pension Equalization Plan for ~~2008, 2007~~2010, 2009 and ~~2006,~~2008, respectively.

		•	For Mr. ~~Kretzman,~~Elshaw, who has over 9 years of actual service with the Company, this amount includes ~~$50,849, $26,793~~$2,730 and ~~$38,934~~$12,722 under the Retirement Plan and ~~$260,488, $83,261~~$2,664 and ~~$76,621~~$21,504 under the Pension Equalization Plan for ~~2008, 2007~~2010 and ~~2006,~~2009, respectively.

		• For Mr. Kretzman, who has over 22 years of actual service with the Company, this amount includes $74,057, $117,445 and $50,849 under the Retirement Plan, $227,706, $555,868 and $260,488 under the Pension Equalization Plan, and $311,184 under his employment agreement for 2010. The pension plans were frozen on December 31, 2009. Mr. Kretzman’s employment agreement provides that he continues to accrue retirement benefits through his retirement date, and that he is entitled to a retirement benefit at age 60. The aggregate change in the actuarial present value of Mr. Kretzman’s accumulated benefit calculated under the Retirement Plan, the Pension Equalization Plan and his employment agreement for 2010 is, respectively, ~~$55,465, $280,493~~$64,967, $199,758 and ~~$126,019,~~$574,108, based on retirement at age 60.


		• For Mr. Berns, who has over 8 years of actual service with the Company (due to credited service during his period of employment with the Company from April 1992 to August 1999), this amount includes $12,529 and $12,781 under the Retirement Plan and $5,569 and $5,680 under the Pension Equalization Plan for 2010 and 2009, respectively.
~~(e)~~
(f)		Mr. ~~Kennedy.~~Kennedy. The ~~amounts~~amount shown under All Other Compensation for Mr. Kennedy ~~include,~~ for ~~2008, 2007 and 2006, respectively (except where otherwise noted):~~


	•	~~$40,859, $41,212 and $21,600 in other compensation, consisting of: (i) $14,555, $15,058 and $15,000 in respect~~2010 consists of a car allowance; ~~(ii) $19,404~~profit sharing contributions; and ~~$19,404 in imputed income arising from premiums paid or reimbursed by the Company in respect of life insurance (for 2008 and 2007, respectively); and (iii) $6,900, $6,750 and $6,600 in~~ matching contributions under the 401(k) Plan.


		Mr. ~~Ennis.~~Ennis. The ~~amounts~~amount shown under All Other Compensation for Mr. Ennis ~~include,~~ for ~~2008 and 2007, respectively:~~


	•	~~$22,512 and $22,688 in other compensation, consisting of: (i) $14,555 and $15,058 in respect~~2010 consists of a car allowance; ~~(ii) $144 and $90 in reimbursement of fees for~~ tax preparation ~~software; (iii) $913 and $790 in respect of~~services; life insurance premiums; profit sharing contributions (including $54,856 of Excess Savings Plan contributions); and ~~(iv) $6,900 and $6,750 in~~ matching contributions under the 401(k) Plan.


		Mr. ~~Kretzman.~~Elshaw. The ~~amounts~~amount shown under All Other Compensation for Mr. Elshaw for 2010 consists of $150,000 in housing allowance (as Mr. Elshaw relocated to the U.S. from the U.K. at the Company’s request in connection with his promotion in 2007 to Executive Vice President and General Manager, U.S. Region, prior to his being appointed Executive Vice President and Chief Operating Officer in May 2009); a car allowance; life insurance premiums; profit-sharing contributions (including $37,832 of Excess Savings Plan contributions); and matching contributions under the 401(k) Plan.

		Mr. Kretzman. The amount shown under All Other Compensation for Mr. Kretzman ~~include,~~ for ~~2008, 2007 and 2006, respectively (except where otherwise noted):~~


	•	~~(i) $16,246, $15,060 and $13,490~~2010 consists of $18,003 in tax gross ups in respect of imputed income arising from use of a Company automobile and life insurance ~~premiums paid or reimbursed by the Company; (ii) $16,795, $15,019~~premiums; and ~~$16,101~~other compensation in respect of use of a Company automobile; ~~(iii) $30,531, $30,445 and $17,890 in respect of basic and supplemental~~ life insurance ~~premiums and Executive Medical Plan~~ premiums; ~~(iv) $1,500 and $1,500 in reimbursement of fees for~~medical plan premiums; tax preparation ~~services (for 2008~~services; and ~~2007, respectively); and (v) $6,900, $6,750 and $6,600 in respect of~~ matching contributions under the 401(k) Plan.

		Mr. Berns. The amount shown under All Other Compensation for Mr. Berns for 2010 consists of a car allowance; life insurance premiums; tax preparation services and financial counseling; profit sharing contributions; matching contributions under the 401(k) Plan; and health club dues.

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Employment Agreements and Payments Upon Termination and Change of Control

Termination Payments

Each of Messrs. Kennedy, Ennis, Elshaw, Kretzman and ~~Kretzman,~~Berns, who were the Company’s Named Executive Officers during ~~2008,~~2010, has an executive employment agreement with Products Corporation.

Mr. Kennedy

Mr. Kennedy’s employment agreement ~~(as amended and restated, his “employment agreement”)~~ provides that he will serve as ~~President and Chief Executive Officer~~Vice Chairman of the Board of Directors at aan annual base salary of not less than ~~his current base salary, with a target bonus of 100% of~~$150,000 (which was his base salary ~~and a maximum bonus~~as of ~~150% of his base salary. As previously noted, the 2008 Bonus Program was accrued and funded at 75% of target in order to improve cash flow.~~December 31, 2010).

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Under his employment agreement, Mr. Kennedy is eligible to participate in fringe benefit programs and perquisites as may be generally made available to senior executives of Products Corporation of Mr. Kennedy’s level, including a car allowance and financial planning and tax preparation assistance. Mr. Kennedy’s employment agreement also provides for protection of Company confidential information and includes a non-compete obligation.

Products Corporation may terminate Mr. Kennedy’s employment agreement effective ~~two years~~24 months after written notice of non-extension of the agreement, and Mr. Kennedy may terminate his employment agreement at any time upon 60 days’ prior written ~~notice.~~notice following a material uncured breach by Products Corporation of its obligations to Mr. Kennedy under such agreement. Mr. Kennedy’s employment agreement provides that, in the event of termination of employment by Mr. Kennedy for any material breach by Products Corporation of any of its obligations under his employment agreement, or by Products Corporation (otherwise than for “cause” as defined in the employment agreement or for disability), Mr. Kennedy would be entitled to continued payments of base salary throughout the24-month severance period, ~~payment of a prorated target bonus, if and to the extent bonuses are payable to executives under the Executive Bonus Plan for that year based upon achievement of objectives,~~ continued participation in Products Corporation’s life insurance plan, subject to a limit of two years, and medical plans, subject to the terms of such plans, throughout the severance period or until Mr. Kennedy is covered by like plans of another company, and continued participation during the severance period in the other perquisites of Products Corporation for which he was eligible on the termination date.

~~Estimated~~The estimated aggregate total of termination benefits during the24-month severance period if Mr. Kennedy had been terminated without “cause” on December 31, ~~2008~~2010 would have ~~been:~~been approximately $351,230, consisting of the following: (a) two times Mr. Kennedy’s annual base salary on December 31, ~~2008, which~~2010 (his base salary on December 31, 2010 was ~~$1,300,000 on such date;~~$150,000); (b) ~~$975,000, representing Mr. Kennedy’s 2008 target bonus; (c)~~ 24 months of ~~basic~~ life insurance coverage, at a ~~total~~ cost of approximately ~~$13,260; (d)~~$230; (c) 24 months of group medical and dental insurance coverage, at a total cost of approximately ~~$4,000, for “total dollar health” welfare spending account benefits in which Mr. Kennedy participated; (e)~~$4,000; (d) 24 months of tax preparation and financial counseling, at a ~~total~~ cost of approximately $17,000; and ~~(f)~~(e) 24 months of car allowance, at a ~~total~~ cost of approximately $30,000. Mr. Kennedy does not currently participate in the Company’s standard group medical and dental plans. All of Mr. Kennedy’s severance payments are conditional on his full compliance with the Company’s comprehensive agreement as to confidentiality and non-competition during any severance period.

Mr. Ennis

Mr. Ennis’ employment agreement ~~(as amended and restated effective in March 2009, his “employment agreement”)~~ provides that Mr. Ennis will serve as the Company’s President and Chief Executive ~~Vice President, Chief Financial~~ Officer, ~~and Treasurer and as President, Revlon International, responsible for the leadership of all of the Company’s international operations,~~ at aan annual base salary of not less than $910,000 (which was his ~~current~~ base salary as of December 31, 2010), with a target bonus of ~~75% of his base salary and a maximum of~~ 100% of his base salary, and that he shall be eligible to receive awards of stock options, restricted shares or other awards during the term under the Stock Plan. As previously noted, the 2008 Bonus Program was accrued and funded at 75% of target in order to improve cash flow.salary.

Under his employment agreement, Mr. Ennis is eligible to participate in fringe benefit programs and perquisites as may be generally made available to other senior executives of Products Corporation, ~~of Mr. Ennis’ level,~~ including a car allowance and financial planning and tax preparation assistance. The employment agreement for Mr. Ennis also provides for protection of Company confidential information and includes a non-compete obligation.

23

Products Corporation may terminate Mr. Ennis’ employment agreement effective ~~two years~~24 months after written notice of non-extension of the agreement, and Mr. Ennis may terminate his employment agreement upon 60 days’ prior written notice following a material uncured breach by Products Corporation of its obligations to Mr. Ennis under such agreement. Mr. Ennis’ employment agreement provides that, in the event of termination of employment by Mr. Ennis for any material breach by Products Corporation of any of its obligations under his employment agreement or by Products Corporation (otherwise than for “cause” as defined in Mr. Ennis’ employment agreement or disability), Mr. Ennis would be entitled to continued payments of base salary throughout the24-month severance period, payment of a prorated target bonus, if and to the extent bonuses are payable to executives under the ~~Executive Bonus~~Incentive Compensation Plan for that year based upon achievement of objectives, and continued participation in Products Corporation’s life insurance plan, subject to a limit of two years, and medical plans, subject to the terms of such plans, throughout the severance period or until Mr. Ennis is covered by like plans of another company and continued participation during the severance period in the other perquisites of Products Corporation for which he was eligible on the termination date.

~~Estimated~~The estimated aggregate total of termination benefits during the24-month severance period if Mr. Ennis had been terminated without “cause” on December 31, ~~2008~~2010 would have ~~been:~~been approximately $2,789,343, consisting of the following: (a) two times Mr. Ennis’ annual base salary on December 31, ~~2008, which was $480,000 on such date;~~2010; (b) ~~$270,000,~~$910,000, representing

28

Mr. Ennis’ ~~2008~~2010 target bonus; (c) 24 months of ~~basic~~ life insurance coverage at a ~~total~~ cost of approximately ~~$4,243;~~$8,343; (d) 24 months of ~~group~~ medical and dental insurance coverage, at a total cost of approximately ~~$4,000, for “total dollar health” welfare spending account benefits in which Mr. Ennis participated;~~$4,000; (e) 24 months of tax preparation and financial counseling, at a ~~total~~ cost of approximately ~~$288, based on 2008 reimbursement;~~$17,000; and (f) 24 months of car allowance, at a ~~total~~ cost of approximately $30,000. Mr. Ennis does not currently participate in the Company’s standard group medical and dental plans. All of Mr. Ennis’ severance payments are conditional on his full compliance with the Company’s comprehensive agreement as to confidentiality and non-competition during any severance period.

Mr. Elshaw

Mr. Elshaw’s employment agreement provides that Mr. Elshaw will serve as the Company’s Executive Vice President and Chief Operating Officer, at an annual base salary of not less than $731,500 (which was his base salary as of December 31, 2010), with a target bonus of 75% of his base salary.

Under his employment agreement, Mr. Elshaw, who relocated to the U.S. from the U.K. at the Company’s request in connection with his promotion in 2007 to Executive Vice President and General Manager, U.S. Region, prior to his being appointed Executive Vice President and Chief Operating Officer in May 2009, receives a $150,000 annual housing allowance through December 31, 2012, and is eligible to participate in fringe benefit programs and perquisites as may be generally made available to other senior executives of Products Corporation, including a car allowance and financial planning and tax preparation assistance. The employment agreement for Mr. Elshaw also provides for protection of Company confidential information and includes a non-compete obligation.

Products Corporation may terminate Mr. Elshaw’s employment agreement effective 24 months after written notice of non-extension of the agreement. Mr. Elshaw’s employment agreement provides that, in the event of termination of employment by Products Corporation (otherwise than for “cause” as defined in Mr. Elshaw’s employment agreement or disability), Mr. Elshaw would be entitled to continued payments of base salary throughout the24-month severance period, payment of a prorated target bonus, if and to the extent bonuses are payable to executives under the Incentive Compensation Plan for that year based upon achievement of objectives, continued participation in Products Corporation’s life insurance plan, subject to a limit of two years, and medical plans, subject to the terms of such plans, throughout the severance period or until Mr. Elshaw is covered by like plans of another company, and repatriation to the U.K.

The estimated aggregate total of termination benefits during the24-month severance period if Mr. Elshaw had been terminated without “cause” on December 31, 2010 would have been approximately $2,047,029, consisting of the following: (a) two times Mr. Elshaw’s annual base salary on December 31, 2010; (b) $548,625, representing Mr. Elshaw’s 2010 target bonus; (c) 24 months of life insurance coverage, at a cost of approximately $6,706; (d) 24 months of group medical and dental insurance coverage, at a total cost of approximately $15,698; and (e) repatriation from the U.S. to the U.K, at a cost of approximately $13,000. All of Mr. Elshaw’s severance payments are conditional on his full compliance with the Company’s comprehensive agreement as to confidentiality and non-competition during any severance period.

Mr. Kretzman

Mr. Kretzman’s employment agreement ~~(as amended and restated, his “employment agreement”)~~ provides that he will serve as Executive Vice President ~~Human Resources,~~and Chief ~~Legal~~Administrative Officer, ~~and General Counsel,~~ at aan annual base salary of not less than $743,045 (which was his ~~current~~ base salary as of December 31, 2010), with a target bonus of 75% of his base salary and a maximum of 100% of his base salary, and that he shall be eligible to receive awards of stock options, restricted shares or other awards during the term under the Stock Plan. As previously noted, the 2008 Bonus Program was accrued and funded at 75% of target in order to improve cash flow.salary.

Under his employment agreement, Mr. Kretzman is eligible for participation in fringe benefit programs and perquisites as may be generally made available to senior executives of Products Corporation of Mr. Kretzman’s level, including financial planning and tax preparation assistance; use of an automobile; supplemental term life insurance coverage of two times Mr. Kretzman’s base salary; continued accrual of retirement benefits until his retirement date (in lieu of any discretionary profit sharing contributions); and a retirement benefit at age 60 without regard to the early retirement reductions he would otherwise be subject to under the Retirement Plan and Pension Equalization Plan and giving effect to his years of service and compensation through his retirement date. Mr. Kretzman’s employment agreement also provides for protection of Company confidential information and includes a non-compete obligation.

29

Products Corporation may terminate Mr. Kretzman’s employment agreement effective ~~two years~~24 months after written notice of non-extension of the agreement. Mr. Kretzman’s employment agreement provides that, in the event of termination of employment by Mr. Kretzman for any material breach by Products Corporation of any of its obligations under his employment agreement or for “good reason” (as ~~defined~~set forth in Mr. Kretzman’s employment agreement), or by Products Corporation (otherwise than for “cause,” as defined in the employment agreement, or for disability), Mr. Kretzman would be entitled to continued payments of base salary throughout the24-month severance period, payment of a prorated target bonus, if and to the extent bonuses are payable to executives under the ~~Executive Bonus~~Incentive Compensation Plan for that year based upon achievement of objectives, continued participation in Products Corporation’s life insurance plan, subject to a limit of two years, and medical, dental and executive medical plans, subject to the terms of such plans, throughout the severance period or until Mr. Kretzman is covered by like plans of another company, and continued participation during the severance period in the other perquisites of Products Corporation for which he was eligible on the termination date.

24

~~Mr. Kretzman’s employment agreement also provides that, in~~ In the event Mr. Kretzman’s employment is terminated by Products Corporation without “cause” or by Mr. Kretzman for “good reason,” or upon his retirement, all restricted stock and stock option awards held by Mr. Kretzman would continue to vest and remain exercisable, and the unpaid portion of all previously earned LTIP awards would continue to remain payable, in accordance with their terms as if Mr. Kretzman’s employment had not been terminated and he had remained employed by Products Corporation, and those stock option awards would remain exercisable until the later of (i) one year after such existing stock option awards become 100% fully vested and exercisable or (ii) 18 months following Mr. Kretzman’s termination of employment, but in no event beyond the original term of each such award; provided, however, that as(in consideration for ~~continued vesting of any stock option awards or restricted stock awards, as described above,~~which, the ~~non-solicitation and~~ non-competition covenants referred to in Mr. Kretzman’s employment agreement would remain in effect ~~at least~~ until the date that all existing equity awards are fully ~~vested.~~vested and all earned LTIP awards are paid).

~~Estimated~~The estimated aggregate total of termination benefits during the24-month severance period if Mr. Kretzman had been terminated without “cause” on December 31, ~~2008~~2010 would have ~~been:~~been approximately $2,204,788, consisting of the following: (a) two times Mr. Kretzman’s annual base salary on December 31, ~~2008, which was $711,048 on such date;~~2010; (b) ~~$399,965,~~$557,284, representing his ~~2008~~2010 target bonus; (c) 24 months of life insurance coverage, at a ~~total~~ cost of approximately ~~$29,292;~~$29,104; (d) 24 months of ~~group~~ medical and dental insurance ~~and executive medical~~ coverage, at a total cost of approximately ~~$55,230;~~$49,298; (e) 24 months of use of an automobile, at a ~~total~~ cost of approximately ~~$57,180;~~$66,012; and (f) 24 months of tax preparation and financial counseling, at a ~~total~~ cost of approximately ~~$17,000; and (g)~~$17,000. Under such circumstances, Mr. Kretzman would also be entitled to the continued vesting of unvested restricted stock ~~(89,849~~(40,734 restricted shares were unvested at December 31, ~~2008~~2010 having a fair market value on such date of ~~$599,293~~$400,823 based on the ~~$6.67~~$9.84 per share NYSE closing price of the Company’s Class A Common Stock on such date) ~~and~~, stock option awards outstanding on December 31, ~~2008~~2010 (all of Mr. Kretzman’s options were ~~“out-of-the-money” based on the $6.67 per share NYSE closing price of the Company’s Class A Common Stock~~“out-of-the-money” on such date and ~~thus~~ had no realizable monetary value on December 31, ~~2008)~~2010) and to the full payout of the remainder of his $500,000 2010 LTIP award (one-third of which was paid in March 2011). Mr. Kretzman’s severance payments are conditional on his full compliance with the Company’s comprehensive agreement as to confidentiality and non-competition during any severance period.

Mr. Berns

Mr. Berns’ employment agreement (his “employment agreement”) provides that Mr. Berns will serve as the Company’s Executive Vice President and Chief Financial Officer, at an annual base salary of not less than $450,500 (which was his base salary as of December 31, 2010), with a target bonus of 75% of his base salary.

Under his employment agreement, Mr. Berns is eligible to participate in fringe benefit programs and perquisites as may be generally made available to other senior executives of Products Corporation, including a car allowance and financial planning and tax preparation assistance. The employment agreement for Mr. Berns also provides for protection of Company confidential information and includes a non-compete obligation.

Products Corporation may terminate Mr. Berns’ employment agreement effective 24 months after written notice of non-extension of the agreement and Mr. Berns may terminate his employment agreement upon 60 days’ prior written notice following a material uncured breach by Products Corporation of its obligations to Mr. Berns under such agreement. Mr. Berns’ employment agreement provides that, in the event of termination of employment by Mr. Berns for any material uncured breach by Products Corporation of any of its obligations under his employment agreement, or by Products Corporation (otherwise than for “cause” as defined in Mr. Berns’ employment agreement or disability), Mr. Berns would be entitled to continued payments of base salary throughout the24-month severance period, payment of a prorated target bonus, if and to the extent bonuses are payable to executives under the Incentive Compensation Plan for that year based upon achievement of objectives, continued

30

participation in Products Corporation’s life insurance plan, subject to a limit of two years, and medical plans, subject to the terms of such plans, throughout the severance period or until Mr. Berns is covered by like plans of another company, and continued participation during the severance period in the other perquisites of Products Corporation for which he was eligible on the termination date.

The estimated aggregate total of termination benefits during the24-month severance period if Mr. Berns had been terminated without “cause” on December 31, 2010 would have been approximately $1,317,405, consisting of the following: (a) two times Mr. Berns’ annual base salary on December 31, 2010; (b) $337,875, representing Mr. Berns’ 2010 target bonus; (c) 24 months of life insurance coverage, at a cost of approximately $4,130; (d) 24 months of group medical and dental insurance coverage, at a total cost of approximately $27,400; (e) 24 months of tax preparation and financial counseling, at a cost of approximately $17,000; and (f) 24 months of car allowance, at a cost of approximately $30,000. All of Mr. Berns’ severance payments are conditional on his full compliance with the Company’s comprehensive agreement as to confidentiality and non-competition during any severance period.

Change of Control Payments

Each of Messrs. Kennedy’s, Elshaw’s, Ennis’, Kretzman’s and ~~Kretzman’s~~Berns’ employment agreements provides that, in the event of any “change of control,” the terms of their employment agreements would be extended for an additional 24 months from the effective date of any such “change of control.” Each of their employment agreements also provides that if, within this24-month period, the executive were to terminate his employment with the Company for “good reason” or if the Company were to terminate the executive’s employment other than for “cause,” he would receive: (i) a lump-sum payment equal to two times the sum of (a) the executive’s base salary and (b) the executive’s average gross bonus earned over the five calendar years prior to termination; and (ii) 24 months of continuation of all fringe benefits in which the executive participated on the “change of control” effective date or, in lieu of such benefits, a lump-sum cash payment equal to the value of such benefits. Each of their employment agreements also provides that, in the event of a “change of control,” all then-unvested stock options and restricted shares held by them shall immediately vest and become fully exercisable.

Under the Incentive Compensation Plan, if, in connection with a “change in control,” a successor entity assumes the LTIP, does not terminate the LTIP or provides participants with comparable LTIP benefits, then the LTIP awards remain payable in accordance with their terms. Otherwise, upon a “change in control,” LTIP awards related to the year when the event occurred are to be paid at target on a pro-rated basis (based on the number of days elapsed) within 60 days following such “change in control,” and (ii) LTIP awards related to prior years as to which the respective performance objectives were achieved, but for which payments remain outstanding, are to be paid within 60 days following such “change in control.”

The estimated aggregate total of benefits upon a “change of control” and subsequent termination ~~for~~if Mr. Kennedy ~~assuming his employment~~ had been terminated on December 31, ~~2008,~~2010 would have ~~been:~~been approximately $1,079,230, consisting of the following: (a) two times his annual base salary on December 31, ~~2008, which was $1,300,000 on such date;~~2010; (b) two times his5-year average bonus, which average was ~~$436,520~~$355,000 as of December 31, ~~2008 (which, for 2008, includes his target bonus before any discretionary amounts);~~2010; (c) ~~approximately $13,800 in respect of the one-time costs of providing the equivalent of~~ two years of contributions under the Company’s 401(k) Plan; (d) ~~approximately $195,000 in respect of~~ two ~~additional~~ years of ~~service credit~~profit sharing contributions under the Company’s ~~Retirement Plan and Pension Equalization~~401(k) Plan; (e) 24 months of ~~basic~~ life insurance coverage, at a cost of approximately ~~$13,260;~~$230; (f) 24 months of group medical and dental insurance coverage, at a total cost of approximately ~~$4,000 (for “total dollar health” welfare spending account benefits in which~~$4,000; (g) 24 months of car allowance at a cost of approximately $30,000; and (h) 24 months of tax preparation and financial counseling, at a cost of approximately $17,000. In addition, under such circumstances, Mr. Kennedy ~~participated);~~would be entitled to the immediate vesting of his unvested restricted stock (84,001 restricted shares were unvested at December 31, 2010 having a fair market value on December 31, 2010 of $826,570 based on the $9.84 per share NYSE closing price of the Company’s Class A Common Stock on such date) and stock option awards outstanding on December 31, 2010 (all of Mr. Kennedy’s options were“out-of-the-money” on such date and had no realizable monetary value on December 31, 2010).

The estimated aggregate total of benefits upon a “change of control” and subsequent termination if Mr. Ennis had been terminated on December 31, 2010 would have been approximately $2,711,943, consisting of the following: (a) two times his annual base salary on December 31, 2010; (b) two times his average5-year bonus of $368,000; (c) two years of contributions under the Company’s 401(k) Plan; (d) approximately $81,900 in respect

31

of two years of profit sharing contributions under the 401(k) Plan; (e) 24 months of life insurance coverage, at a cost of approximately $8,343; (f) 24 months of group medical and dental insurance coverage, at a total cost of approximately $4,000; (g) 24 months of car allowance at a total cost of approximately $30,000; and (h) 24 months of tax preparation and financial counseling, at a cost of approximately $17,000. In addition, under such circumstances, Mr. Ennis would be entitled to the immediate vesting of his unvested restricted stock (44,067 restricted shares were unvested at December 31, 2010 having a fair market value on December 31, 2010 of $433,619 based on the $9.84 per share NYSE closing price of the Company’s Class A Common Stock on such date) and stock option awards outstanding on December 31, 2010 (all of Mr. Ennis’ options were“out-of-the-money” on such date and had no realizable monetary value on December 31, 2010). Upon a “change in control” without the successor entity assuming or otherwise continuing the terms of the LTIP, Mr. Ennis also would be entitled to the full payout of his $1,200,000 2010 LTIP award (one-third of which was paid in March 2011), which was earned for 2010 based upon the Compensation Committee’s determination that the Company had achieved its 2010 performance objectives and that the executive had earned a “target” or better 2010 performance rating.

The estimated aggregate total of benefits upon a “change of control” and subsequent termination if Mr. Elshaw had been terminated on December 31, 2010 would have been approximately $2,466,590, consisting of the following: (a) two times his annual base salary on December 31, 2010; (b) two times his average5-year bonus of $267,325; (c) two years of contributions under the Company’s 401(k) Plan; (d) approximately $65,836 in respect of two years of profit sharing contributions under the 401(k) Plan; (e) 24 months of life insurance coverage, at a cost of approximately $6,706; (f) 24 months of group medical and dental insurance coverage, at a total cost of approximately $15,698; (g) 24 months of car allowance, at a cost of approximately $30,000; (h) 24 months of tax preparation and financial counseling, at a cost of approximately $17,000; (i) 24 months of housing allowance, at a total cost of approximately ~~$17,000;~~$300,000; and ~~(i)~~(j) the cost of two annual trips to the U.K. and airfare to repatriate Mr. Elshaw back to the U.K., as he relocated to the U.S. from the U.K. at the Company’s request in connection with his promotion in 2007 to Executive Vice President and General Manager, U.S. Region, prior to his being appointed Executive Vice President and Chief Operating Officer in May 2009. In addition, under such circumstances, Mr. Elshaw would be entitled to the immediate vesting of his unvested restricted stock ~~(179,416~~(44,268 restricted shares were unvested at December 31, ~~2008~~2010 having a fair market value on December 31, ~~2008~~2010 of ~~$1,196,705~~$435,597 based on the ~~$6.67~~$9.84 per share NYSE closing price of the Company’s Class A Common Stock on such date) and stock option awards outstanding on December 31, ~~2008~~2010 (all of Mr. ~~Kennedy’s~~Elshaw’s options were ~~“out-of-the-money” based on the $6.67 per share NYSE closing price of the Company’s Class A Common Stock~~“out-of-the-money” on such date

25

and ~~thus~~ had no realizable monetary value on December 31, ~~2008)~~2010). Upon a “change in control” without the successor entity assuming or otherwise continuing the terms of the LTIP, Mr. ~~Kennedy does not currently participate~~Elshaw also would be entitled to the full payout of his $500,000 2010 LTIP award (one-third of which was paid in March 2011), which was earned for 2010 based upon the ~~Company’s standard group medical~~Compensation Committee’s determination that the Company had achieved its 2010 performance objectives and ~~dental plans.~~that the executive had earned a “target” or better 2010 performance rating.

The estimated aggregate total of benefits upon a “change of control” and subsequent termination ~~for~~if Mr. ~~Ennis, assuming his employment~~Kretzman had been terminated on December 31, ~~2008,~~2010 would have ~~been:~~been approximately $2,657,618, consisting of the following: (a) two times his annual base salary on December 31, ~~2008, which was $480,000 on such date;~~2010; (b) two times his5-year average bonus of ~~$116,044 during the three years he has been eligible to receive a bonus (which, for 2008, includes his target bonus before any discretionary amounts);~~$312,057; (c) ~~approximately $13,800 in respect of the one-time costs of providing the equivalent of~~ two years of contributions under the Company’s 401(k) Plan; (d) approximately ~~$72,000~~$371,300 in respect of two additional years of service credit ~~under the Company’s Retirement Plan and Pension Equalization Plan;~~for purposes of his retirement benefit; (e) 24 months of ~~basic~~ life insurance coverage at a ~~total~~ cost of approximately ~~$4,243;~~$29,104; (f) 24 months of ~~group~~ medical and dental insurance coverage at a total cost of approximately ~~$4,000 (for “total dollar health” welfare spending account benefits in which Mr. Ennis participated);~~$49,298; (g) 24 months of ~~car allowance~~use of a Company automobile at a ~~total~~ cost of approximately ~~$30,000;~~$66,012; and (h) 24 months of tax preparation and financial counseling, at a ~~total~~ cost of approximately ~~$288 (based on 2008 reimbursement); and (i)~~$17,000. In addition, under such circumstances, Mr. Kretzman would be entitled to the immediate vesting of his unvested restricted stock ~~(84,350~~(40,734 restricted shares were unvested at December 31, ~~2008 having~~2010 with a fair market value of $400,823 on December 31, ~~2008 of $562,615~~2010 based on the ~~$6.67~~$9.84 per share NYSE closing price of the Company’s Class A Common Stock on such date) and stock option awards outstanding on December 31, ~~2008~~2010 (all of Mr. ~~Ennis’~~Kretzman’s stock options were ~~“out-of-the-money”~~“out-of-the-money” on such date and had no realizable monetary value on December 31, 2010). Upon a “change in control” without the successor entity assuming or otherwise continuing the terms of the LTIP, Mr. Kretzman also would be entitled to the full payout of his $500,000 2010 LTIP award (one-third of which was paid in March 2011), which was earned for 2010 based upon the Compensation Committee’s determination that the Company had

32

achieved its 2010 performance objectives and that the executive had earned a “target” or better 2010 performance rating.

The estimated aggregate total of benefits upon a “change of control” and subsequent termination if Mr. Berns had been terminated on December 31, 2010 would have been approximately $1,542,650, consisting of the following: (a) two times his annual base salary on December 31, 2010; (b) two times his average bonus of $253,937; (c) two years of contributions under the Company’s 401(k) Plan; (d) approximately $40,545 in respect of two years of profit sharing contributions under the 401(k) Plan; (e) 24 months of life insurance coverage, at a cost of approximately $4,130; (f) 24 months of group medical and dental insurance coverage, at a total cost of approximately $27,400; (g) 24 months of car allowance at a cost of approximately $30,000; and (h) 24 months of tax preparation and financial counseling, at a cost of approximately $17,000. In addition, under such circumstances, Mr. Berns would be entitled to the immediate vesting of his unvested restricted stock (16,667 restricted shares were unvested at December 31, 2010 having a fair market value on December 31, 2010 of $164,003 based on the ~~$6.67~~$9.84 per share NYSE closing price of the Company’s Class A Common Stock on such ~~date and thus had no realizable monetary value on December��31, 2008)~~date). ~~Mr. Ennis does not currently participate in the Company’s standard group medical and dental plans.~~

~~The estimated benefits upon~~Upon a “change in control” without the successor entity assuming or otherwise continuing the terms of ~~control” and subsequent termination for~~the LTIP, Mr. ~~Kretzman, assuming~~Berns also would be entitled to the full payout of his ~~employment had terminated on December 31, 2008, would have been: (a) two times his annual base salary on December 31, 2008,~~$500,000 2010 LTIP award (one-third of which was ~~$711,048 on such date; (b) two times his5-year~~ ~~average bonus,~~paid in March 2011), which ~~average~~ was ~~$208,508 as of December 31, 2008 (which,~~earned for ~~2008, includes his target bonus before any discretionary amounts); (c) approximately $13,800 in respect of~~2010 based upon the ~~one-time costs of providing~~Compensation Committee’s determination that the ~~equivalent of two years of contributions under~~Company had achieved its 2010 performance objectives and that the Company’s 401(k) Plan; (d) approximately $236,200 in respect of two additional years of service credit under the Company’s Retirement Plan and Pension Equalization Plan and his employment agreement; (e) 24 months of basic and supplemental life insurance coverage atexecutive had earned a total cost of approximately $29,292; (f) 24 months of group medical and dental insurance and executive medical coverage at a total cost of approximately $55,230; (g) 24 months of use of a Company automobile at a total cost of approximately $57,180; (h) 24 months of tax preparation and financial counseling at a total cost of approximately $17,000; and (i) immediate vesting of unvested restricted stock (89,849 restricted shares were unvested at December 31, 2008 with a fair market value of $599,293 on December 31, 2008 based on the $6.67 per share NYSE closing price of the Company’s Class A Common Stock on such date) and stock option awards outstanding on December 31, 2008 (all of Mr. Kretzman’s stock options were “out-of-the-money” based on the $6.67 per share NYSE closing price of the Company’s Class A Common Stock on such date and thus had no realizable monetary value on December 31, 2008).“target” or better 2010 performance rating.

26

GRANTS OF PLAN-BASED AWARDS

During ~~2008, the Named Executive Officers received the awards of restricted stock under the Stock Plan as set forth below. None~~2010, none of the Named Executive Officers received any equity awards ~~of stock options during 2008. Grant date fair values, below, reflect~~from the ~~number of shares of restricted stock (all of which are currently unvested) times $7.15, which was~~Company. Pursuant to the NYSE closing market price of the Company’s Class A Common Stock on the December 8, 2008 grant date. Additionally, based on the $6.67 per share NYSE closing market price of the Company’s Class A Common Stock on December 31, 2008, the fair value for the awards at year end would be less than on the grant date, at $561,947, $324,162, and $257,462 for Messrs. Kennedy, Ennis and Kretzman, respectively. Additionally, based on the $2.67 per share NYSE closing market price of the Company’s Class A Common Stock on the Record Date for the 2009 Annual Meeting, the fair value for the awards on the Record Date would be $224,948, $129,762, and $103,062 for Messrs. Kennedy, Ennis and Kretzman, respectively.

All Other Option
Grant Date Fair
All Other Stock Awards:
Awards: Number of
Value of Stock
Number of Shares of
Securities Underlying
and Option
Name
Grant Date Stock or Units (#) Options (#)(a) Awards ($)

David L. Kennedy December 8, 2008 84,250 — $ 602,387
President and Chief Executive Officer

Alan T. Ennis December 8, 2008 48,600 — $ 347,490
Executive Vice President, Chief Financial Officer and Treasurer (b)

Robert K. Kretzman December 8, 2008 38,600 — $ 275,990
Executive Vice President, Human Resources, Chief Legal Officer, General Counsel and Secretary


~~(a)~~		~~None of the Named Executive Officers received awards of stock options during 2008.~~

~~(b)~~		~~Mr. Ennis was elected in March 2009 as President, Revlon International, in addition to his role as the Company’s Executive Vice President, Chief Financial Officer and Treasurer.~~

~~On December 8, 2008,~~2010 LTIP Program, the Compensation Committee granted ~~shares of restricted Class A Common Stock~~performance-based LTIP awards to ~~approximately 430 employees~~eligible Named Executive Officers in respect to the 2010 performance year under the ~~Stock~~Revlon Executive Incentive Compensation Plan, ~~including each of Messrs. Kennedy, Ennis and Kretzman. Each~~which grants are summarized in the table below. Awards under the 2010 LTIP Program were structured as flat dollar amounts that could be earned upon achievement of the ~~Named Executive Officers’~~Company’s 2010 Performance Goals, subject to the grantee achieving at least target performance on his 2010 Performance Management Review.


		Estimated Future		Payout Dates
		Payouts Under		(in Each Case, as to
		Non-Equity		One-Third of Award
	Effective	Incentive Plan		Amount, and Subject to
Name	Grant Date	Awards		Continued Employment)

Alan Ennis	February 2010	$	1,200,000	March 2011, 2012 & 2013
President and Chief Executive Officer
Chris Elshaw	February 2010	$	500,000	March 2011, 2012 & 2013
EVP and Chief Operating Officer
Robert Kretzman	February 2010	$	500,000	March 2011, 2012 & 2013
EVP and Chief Administrative Officer
Steven Berns	February 2010	$	500,000	March 2011, 2012 & 2013
EVP and Chief Financial Officer

Payouts to grantees of earned awards under the 2010 LTIP Program are to be made in equal one-third amounts over three years, one-third of which was ~~previously publicly reported on respective Form 4s filed~~paid in March 2011, with the ~~SEC on December 10, 2008. All of~~remaining two-thirds payable in March 2012 and March 2013, provided the ~~restricted shares granted to Messrs. Kennedy, Ennis and Kretzman vest as to one-third of~~grantee is employed with the ~~shares on each of January 10, 2010, January 10, 2011 and January 10, 2012, or in full upon any “change of control.” No dividends will be paid~~Company on the unvested restricted stock granted in 2008 to Messrs. Kennedy, Ennis or Kretzman. On December 31, 2008, all of these shares were unvested and therefore had no realizable monetary value as of that date.remaining payout dates.

2733

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth certain information regarding equity awards ~~granted to~~held by the Named Executive Officers ~~during 2008 and awards granted during previous years~~ under the Company’s Stock Plan ~~in each case~~ which remained outstanding as of December 31, ~~2008. Since~~2010. As the ~~$6.67~~$9.84 per share NYSE closing market price of the Company’s Class A Common Stock on December 31, ~~2008~~2010 was lower than the exercise price for all options outstanding on December 31, ~~2008,~~2010, all of the stock options held by the Named Executive Officers had no realizable monetary value as of December 31, ~~2008. In addition, the $2.67 per share~~2010. The NYSE closing market price of the Company’s Class A Common Stock on the Record Date was ~~significantly less than the grant date fair market value of the respective restricted stock awards listed below.~~$15.28 per share. All historical share data has been adjusted for the Company’s1-for-10 Reverse Stock Split. Each of the Named Executive Officers exchanged in the Exchange Offer all of their eligible shares of the Company’s Class A Common Stock held by them on October 8, 2009 (the closing date of the Exchange Offer), and received a like number of shares of Series A Preferred Stock. The stock awards listed in the table below reflect restricted shares of Class A Common Stock that vest after the closing date of the Exchange Offer and therefore were not exchanged.

Stock Awards
Equity

Incentive
Equity
Option Awards Plan
Incentive Plan
Equity
Awards:
Awards:
Incentive
Number of
Market or
Plan
Market
Unearned
Payout Value
Awards:
Number of
Value of
Shares,
of Unearned
Number of
Number of
Number of
Shares or
Shares or
Units or
Shares, Units
Securities
Securities
Securities
Units of
Units of
Other
or Other
Underlying
Underlying
Underlying
Stock
Stock
Rights
Rights
Unexercised
Unexercised
Unexercised
Option
that
that
that
that
Options (#)
Options (#)
Unearned
Exercise
Option
have not
have not
have not
have not
Exercisable
Unexercisable
Options
Price
Expiration
Vested
Vested
Vested
Vested
Name
(b) (b) (#) ($) Date (#) ($)(c) (#) ($)

David L. Kennedy 15,000 — — 49.60 6/21/2012 179,416 1,196,705 — —
President and
5,000 — — 30.60 4/22/2013
Chief
149,300 — — 30.30 4/14/2011
Executive Officer
10,125 3,375 — 25.50 3/07/2012
Alan T. Ennis 1,500 500 — 28.80 3/31/2012 84,350 562,615 — —
Executive Vice President, Chief Financial Officer and Treasurer (a)

Robert K. Kretzman 800 — — 150.00 2/12/2009 89,849 599,293 — —
Executive Vice
1,000 — — 241.25 5/17/2009
President, Human
2,000 — — 70.625 5/22/2010
Resources, Chief
1,500 — — 56.60 6/18/2011
Legal Officer,
5,000 — — 37.80 9/17/2012
General Counsel
95,500 — — 30.30 4/14/2011
and Secretary
9,000 3,000 — 25.50 3/07/2012


											Stock Awards
															Equity
															Incentive		Equity
	Option Awards														Plan		Incentive Plan
					Equity										Awards:		Awards:
			��		Incentive										Number of		Market or
					Plan								Market		Unearned		Payout Value
					Awards:						Number of		Value of		Shares,		of Unearned
	Number of		Number of		Number of						Shares or		Shares or		Units or		Shares, Units
	Securities		Securities		Securities						Units of		Units of		Other		or Other
	Underlying		Underlying		Underlying						Stock		Stock		Rights		Rights
	Unexercised		Unexercised		Unexercised		Option				That		That		That		That
	Options (#)		Options (#)		Unearned		Exercise		Option		Have Not		Have Not		Have Not		Have Not
	Exercisable		Unexercisable		Options		Price		Expiration		Vested		Vested		Vested		Vested
Name	(a)		(a)		(#)		($)		Date		(#)		($)(b)		(#)		($)

David L. Kennedy		15,000		—		—		49.60		6/21/2012		84,001		826,570		—		—
Vice Chairman		5,000		—		—		30.60		4/22/2013
		149,300		—		—		30.30		4/14/2011
		13,500		—		—		25.50		3/07/2012
Alan T. Ennis		2,000		—		—		28.80		3/31/2012		44,067		433,619		—		—
President and Chief Executive
Chris Elshaw		300		—		—		39.80		9/4/2012		44,268		435,597		—		—
Executive Vice President		300		—		—		37.80		9/17/2012
and Chief Operating		16,600		—		—		30.30		4/14/2011
Officer		7,000		—		—		25.50		3/7/2012
Robert K. Kretzman		1,500		—		—		56.60		6/18/2011		40,734		400,823		—		—
Executive Vice		5,000		—		—		37.80		9/17/2012
President and Chief		95,500		—		—		30.30		4/14/2011
Administrative Officer		12,000		—		—		25.50		3/07/2012
Steven Berns		—		—		—		—		—		16,667		164,003		—		—
Executive Vice President and Chief Financial Officer


(a)		~~Mr. Ennis was elected in March 2009 as President, Revlon International, in addition to his role as the Company’s Executive Vice President, Chief Financial Officer and Treasurer.~~

~~(b)~~		Grant dates and vesting for options listed in the table are as follows:


	•	Mr. Kennedy:


	•	Mr. Kennedy was granted 15,000 stock options at an exercise price of $49.60 per share on June 21, 2002. The options vested 25% on each anniversary of the grant date and were fully vested on June 21, 2006.

	•	Mr. Kennedy was granted 5,000 stock options at an exercise price of $30.60 per share on April 22, 2003. The options vested 25% on each anniversary of the grant date and were fully vested on April 22, 2007.

	•	Mr. Kennedy was granted 149,300 stock options at an exercise price of $30.30 per share on April 14, 2004. The options vested 25% on December 31 of each year and were fully vested on December 31, 2007. These options expired on April 14, 2011 (after the December 31, 2010 measurement date in the above table).

	•	Mr. Kennedy was granted 13,500 stock options at an exercise price of $25.50 per share on March 7, 2005. The options ~~vest~~vested 25% on each anniversary of the grant ~~date. As of December 31, 2008, 10,125 of these options had~~date and were fully vested ~~and 3,375 were unvested.~~on March 7, 2009.

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	•	Mr. Ennis:


	•	Mr. Ennis was granted 2,000 stock options at an exercise price of $28.80 per share on March 31, 2005. The options ~~vest~~vested 25% on each anniversary of the grant ~~date. As~~date and were fully vested on March 31, 2009.


	•	Mr. Elshaw:


	•	Mr. Elshaw was granted 300 options at an exercise price of ~~December 31, 2008, 1,500~~$39.80 per share on September 4, 2002. The options vested 25% on each anniversary of the grant date and were fully vested on September 4, 2006.

	•	Mr. Elshaw was granted 300 stock options at an exercise price of $37.80 per share on September 17, 2002. One-third of these options ~~had~~ vested on each anniversary of the grant date and ~~500~~ were ~~unvested.~~fully vested on September 17, 2005.

	•	Mr. Elshaw was granted 16,600 stock options at an exercise price of $30.30 per share on April 14, 2004. The options vested 25% on December 31 of each year and were fully vested on December 31, 2007. These options expired on April 14, 2011 (after the December 31, 2010 measurement date in the above table).

	•	Mr. Elshaw was granted 7,000 stock options at an exercise price of $25.50 per share on March 7, 2005. The options vested 25% on each anniversary of the grant date and were fully vested on March 7, 2009.

28


	•	Mr. Kretzman:


	•	Mr. Kretzman was granted 800 stock options at an exercise price of $150.00 per share on February 12, 1999. 100% of the options vested on February 12, 2000; these options expired on February 12, 2009.

	•	Mr. Kretzman was granted 1,000 stock options at an exercise price of $241.25 per share on May 17, 1999. The options vested 25% on each anniversary of the grant date and were fully vested on May 17, 2003.

	•	Mr. Kretzman was granted 2,000 stock options at an exercise price of $70.625 per share on May 22, 2000. The options vested 25% on each anniversary of the grant date and were fully vested on May 22, 2004.

	•	Mr. Kretzman was granted 1,500 stock options at an exercise price of $56.60 per share on June 18, 2001. The options vested 25% on each anniversary of the grant date and were fully vested on June 18, 2005.

	•	Mr. Kretzman was granted 5,000 stock options at an exercise price of $37.80 per share on September 17, 2002. ~~One third~~One-third of these options vested on each anniversary of the grant date and were fully vested on September 17, 2005.

	•	Mr. Kretzman was granted 95,500 stock options at an exercise price of $30.30 per share on April 14, 2004. The options vested 25% on December 31 of each year and were fully vested on December 31, 2007. These options expired on April 14, 2011 (after the December 31, 2010 measurement date in the above table).

	•	Mr. Kretzman was granted 12,000 stock options at an exercise price of $25.50 per share on March 7, 2005. The options ~~vest~~vested 25% on each anniversary of the grant ~~date. As of December 31, 2008, 9,000 of these options had~~date and were fully vested ~~and 3,000 were unvested.~~on March 7, 2009.


~~(c)~~(b)		The market value of the restricted shares identified in the table above is based on the ~~$6.67~~$9.84 per share NYSE closing market price of the Company’s Class A Common Stock on December 31, ~~2008.~~2010. None of the restricted stock granted to the executives has any dividend rights until vested.


	•	Mr. Kennedy:


	•	Mr. Kennedy was granted ~~5,000 shares of restricted stock on June 21, 2002. 100% of these shares were vested on June 18, 2004.~~

	•	~~Mr. Kennedy was granted 19,500 shares of restricted stock on April 14, 2004. 100% of these shares were vested on April 14, 2007.~~

	•	Mr. Kennedy was granted 35,000 shares of restricted stock on November 16, 2006. One-third of these shares vest on each anniversary of the grant date. As of December 31, 2008, 23,334 of these shares had vested. The remaining 11,666 restricted shares vest on November 16, 2009.

	•	~~Mr. Kennedy was granted~~ 83,500 shares of restricted stock on December 10, 2007. ~~27,833~~As of December 31, 2010, 55,666 of these shares had vested. The remaining 27,834 of these shares vested on January 2, ~~2009~~2011 (after the December 31, ~~2008), 27,833 vest on January 2,~~ 2010 ~~and 27,834 vest on January 2, 2011. As of December 31, 2008, none of these shares had vested.~~measurement date in the above table).

	•	Mr. Kennedy was granted 84,250 shares of restricted stock on December 8, 2008. ~~One-third of these shares vest on each of January 10, 2010, January 10, 2011 and January 10, 2012.~~ As of December 31, ~~2008, none~~2010, 28,083 of these shares had vested. 28,083 of these shares vested on January 10, 2011 (after the December 31, 2010 measurement date in the above table). The remaining 28,084 shares vest on January 10, 2012.


	•	Mr. Ennis:


	•	Mr. Ennis was granted ~~11,000 shares of restricted stock on November 16, 2006. As of December 31, 2008, 10,250 of these shares had vested; 750 shares vest on November 16, 2009.~~

	•	~~Mr. Ennis was granted~~ 35,000 shares of restricted stock on December 10, 2007. ~~11,666~~As of December 31, 2010, 23,333 of these shares had vested. The remaining 11,667 of these shares vested on January 2, ~~2009~~2011 (after the December 31, ~~2008), 11,667 of these shares vest on January 2,~~ 2010 ~~and 11,667 of these shares vest on January 2, 2011. As of December 31, 2008, none of these shares had vested.~~measurement date in the above table).

	•	Mr. Ennis was granted 48,600 shares of restricted stock on December 8, 2008. ~~One-third of these shares vest on each of January 10, 2010, January 10, 2011 and January 10, 2012.~~ As of December 31, ~~2008, none~~2010, 16,200 of these shares had vested. 16,200 of these shares vested on January 10, 2011 (after the December 31, 2010 measurement date in the above table). The remaining 16,200 shares vest on January 10, 2012.

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	•	Mr. Elshaw:


	•	Mr. Elshaw was granted 35,600 shares of restricted stock on December 10, 2007. As of December 31, 2010, 23,733 of these shares had vested. The remaining 11,867 of these shares vested on January 2, 2011 (after the December 31, 2010 measurement date in the above table).

	•	Mr. Elshaw was granted 48,600 shares of restricted stock on December 8, 2008. As of December 31, 2010, 16,199 of these shares had vested. 16,200 of these shares vested on January 10, 2011 (after the December 31, 2010 measurement date in the above table). The remaining 16,201 shares vest on January 10, 2012.


	•	Mr. Kretzman:


	•	Mr. Kretzman was granted ~~3,500 shares of restricted stock on June 18, 2001. 100% of these shares were vested on June 18, 2004.~~

	•	~~Mr. Kretzman was granted 4,000 shares of restricted stock on September 17, 2002. 100% of these shares were vested on September 17, 2005.~~

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	•	~~Mr. Kretzman was granted 24,000 shares of restricted stock on April 14, 2004. 100% of these shares were vested on April 14, 2007.~~

	•	Mr. Kretzman was granted 18,750 shares of restricted stock on November 16, 2006. 6,251 of these shares vested on November 16, 2007, 6,250 of these shares vested on November 16, 2008 and 6,249 of these shares vest on November 16, 2009. As of December 31, 2008, 12,501 of the shares had vested.

	•	~~Mr. Kretzman was granted~~ 45,000 shares of restricted stock on December 10, 2007. ~~15,000~~As of December 31, 2010, 30,000 of these shares had vested. The remaining 15,000 shares vested on January 2, ~~2009~~2011 (after the December 31, ~~2008), 15,000 shares vest on January 2,~~ 2010 ~~and 15,000 shares vest on January 2, 2011. As of December 31, 2008, none of these shares had vested.~~measurement date in the above table).

	•	Mr. Kretzman was granted 38,600 shares of restricted stock on December 8, 2008. ~~One-third of these shares vest on each of January 10, 2010, January 10, 2011 and January 10, 2012.~~ As of December 31, ~~2008, none~~2010, 12,866 of these shares had vested. 12,867 of these shares vested on January 10, 2011 (after the December 31, 2010 measurement date in the above table). The remaining 12,867 shares vest on January 10, 2012.


	•	Mr. Berns:


	•	Mr. Berns was granted 25,000 shares of restricted stock on May 18, 2009. As of December 31, 2010, 8,333 of these shares had vested. The remaining shares vest on July 2, 2011 (as to 8,333 shares) and July 2, 2012 (as to 8,334 shares).

OPTION EXERCISES AND STOCK VESTED

The following table sets forth the value of restricted stock held by the Named Executive Officers which vested during ~~2008,~~2010, with the value determined by multiplying the number of shares that vested during 2010 by the NYSE closing market price of the Company’s Class A Common Stock on the vesting date. ~~Year-end values~~None of the Named Executive Officers sold any of their shares of formerly restricted stock that vested during 2008, based on the $6.67 per share NYSE closing market price of the Company’s Class A Common Stock on December 31, 2008, were $77,812, $34,184 and $41,688 for Messrs. Kennedy, Ennis and Kretzman, respectively. Additionally, based on the $2.67 per share NYSE closing market price of the Company’s Class A Common Stock on the Record Date for the 2009 Annual Meeting, the fair value on the Record Date of the shares of restricted stock which vested during 2008 would be $31,148, $13,684, and $16,688 for Messrs. Kennedy, Ennis and Kretzman, respectively.2010.


	Option Awards				Stock Awards				Option Awards				Stock Awards
	Number of Shares		Value Realized		Number of Shares		Value Realized		Number of Shares		Value Realized		Number of Shares		Value Realized
	Acquired on Exercise		on Exercise		Acquired on Vesting		on Vesting		Acquired on Exercise		on Exercise		Acquired on Vesting		on Vesting
Name	(#)		($)		(#)		($)(b)		(#)		($)		(#)		($)(a)

David L. Kennedy		—		—		11,666		96,478		—		—		55,916		951,412
Vice Chairman
Alan T. Ennis										—		—		27,867		474,180
President and Chief Executive Officer
Alan T. Ennis		—		—		5,125		49,295
Executive Vice President, Chief Financial Officer and Treasurer (a)
Chris Elshaw										—		—		28,066		477,565
Executive Vice President and Chief Operating Officer
Robert K. Kretzman		—		—		6,250		51,688		—		—		27,866		474,129
Executive Vice President, Human Resources, Chief Legal Officer, General Counsel and Secretary
Executive Vice President and Chief Administrative Officer
Steven Berns										—		—		8,333		89,913
Executive Vice President and Chief Financial Officer


(a)		~~Mr. Ennis was elected in March 2009 as President, Revlon International, in addition to his role as the Company’s Executive Vice President, Chief Financial Officer and Treasurer.~~

~~(b)~~		The aggregate dollar amount realized upon the vesting of restricted shares was computed by multiplying the number of shares of restricted stock that vested during ~~2008~~2010 by the NYSE closing price of the Company’s Class A Common Stock on the respective vesting dates. The SFAS No. 123(R) expense incurred by the Company with respect to the 2008 fiscal year in connection with these shares is reflected in the “Stock Awards” column of the Summary Compensation Table.


	•	Mr. Kennedy had 11,666 shares of restricted stock vest on November 16, 2008. Of this amount, 4,410 shares were withheld by the Company to cover tax withholding obligations. The NYSE closing market price of the Company’s Class A Common Stock on November 14, 2008 (the last business day prior to the vesting date) was $8.27 per share. Based on the year-end $6.67 per share NYSE closing market price of the Company’s Class A Common Stock, the aggregate value of Mr. Kennedy’s stock awards that vested during 2008 was $77,812 on December 31, 2008.

3036


	•	Mr. ~~Ennis~~Kennedy had ~~2,187~~27,833 shares of restricted stock vest on January 2, ~~2008.~~2010. Of this amount, ~~875~~11,584 shares were withheld by the Company to cover tax withholding ~~obligations.~~obligations; such withheld shares were not sold on the open market and became treasury shares. The NYSE closing market price of the Company’s Class A Common Stock on January 2, ~~2008~~2010 was ~~$11.70~~$17.01 per share. Mr. ~~Ennis~~Kennedy had ~~2,188~~28,083 shares of restricted stock vest on ~~July 1, 2008.~~January 10, 2010. Of this amount, ~~740~~11,295 shares were withheld by the Company to cover tax withholding ~~obligations.~~obligations; such withheld shares were not sold on the open market and became treasury shares. The NYSE closing market price of the Company’s Class A Common Stock on January 10, 2010 was $17.02 per share.

	•	Mr. Ennis had 11,667 shares of restricted stock vest on January 2, 2010. Of this amount, 4,616 shares were withheld by the Company to cover tax withholding obligations; such withheld shares were not sold on the open market and became treasury shares. The NYSE closing market price of the Company’s Class A Common Stock on January 2, 2010 was $17.01 per share. Mr. Ennis had 16,200 shares of restricted stock vest on January 10, 2010. Of this amount, 5,868 shares were withheld by the Company to cover tax withholding obligations; such withheld shares were not sold on the open market and became treasury shares. The NYSE closing market price of the Company’s Class A Common Stock on January 10, 2010 was $17.02 per share.

	•	Mr. Elshaw had 11,867 shares of restricted stock vest on January 2, 2010. Of this amount, 5,163 shares were withheld by the Company to cover tax withholding obligations; such withheld shares were not sold on the open market and became treasury shares. The NYSE closing market price of the Company’s Class A Common Stock on January 2, 2010 was $17.01 per share. Mr. Elshaw had 16,199 shares of restricted stock vest on January 10, 2010. Of this amount, 6,516 shares were withheld by the Company to cover tax withholding obligations; such withheld shares were not sold on the open market and became treasury shares. The NYSE closing market price of the Company’s Class A Common Stock on January 10, 2010 was $17.02 per share.

	•	Mr. Kretzman had 15,000 shares of restricted stock vest on January 2, 2010. Of this amount, 5,823 shares were withheld by the Company to cover tax withholding obligations; such withheld shares were not sold on the open market and became treasury shares. The NYSE closing market price of the Company’s Class A Common Stock on January 2, 2010 was $17.01 per share. Mr. Kretzman had 12,866 shares of restricted stock vest on January 10, 2010. Of this amount, 4,661 shares were withheld by the Company to cover tax withholding obligations; such withheld shares were not sold on the open market and became treasury shares. The NYSE closing market price of the Company’s Class A Common Stock on January 10, 2010 was $17.02 per share.

	•	Mr. Berns had 8,333 shares of restricted stock vest on July 2, 2010. Of this amount, 3,019 shares were withheld by the Company to cover tax withholding obligations; such withheld shares were not sold on the open market and became treasury shares. The NYSE closing market price of the Company’s Class A Common Stock on July ~~1, 2008~~2, 2010 was ~~$8.00~~$10.79 per share. Mr. Ennis had 750 shares of restricted stock vest on November 16, 2008. Of this amount, 254 shares were withheld by the Company to cover tax withholding obligations. The NYSE closing market price of the Company’s Class A Common Stock on November 14, 2008 (the last business day prior to the vesting date) was $8.27 per share. Based on the year-end $6.67 per share NYSE closing market price of the Company’s Class A Common Stock, the aggregate value of Mr. Ennis’ stock awards that vested during 2008 was $34,184 on December 31, 2008.

	•	Mr. Kretzman had 6,250 shares of restricted stock vest on November 16, 2008. Of this amount, 2,114 shares were withheld by the Company to cover tax withholding obligations. The NYSE closing market price of the Company’s Class A Common Stock November 14, 2008 (the last business day prior to the vesting date) was $8.27 per share. Based on the year-end $6.67 per share NYSE closing market price of the Company’s Class A Common Stock, the aggregate value of Mr. Kretzman’s stock awards that vested during 2008 was $41,688 on December 31, 2008.

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PENSION BENEFITS

The following table shows, as of December 31, ~~2008~~2010 (the pension plan measurement date used for financial statement reporting purposes with respect to the audited financial statements included in the Company’s ~~2008~~2010Form 10-K), the number of years of credited service under the plans (which differs from the actual number of years of service to the Company), and the present value of accumulated benefit and payments during the last fiscal year, with respect to each Named Executive Officer under the Retirement Plan and the Pension Equalization Plan, as described below.


		Number of Years		Present Value of		Payments			Number of Years			Present Value of		Payments
		Credited Service		Accumulated Benefit		During 2008			of Credited Service			Accumulated Benefit		During 2010
Name	Plan Name	(#)		($)(b)		($)		Plan Name	(#)			($)(a)		($)

David L. Kennedy	Retirement Plan		6.50		81,458		—	Retirement Plan		7.50			105,416		—
President and Chief	Pension Equalization Plan		6.50		259,513		—
Executive Officer
Vice Chairman								Pension Equalization Plan		7.50			360,650		—
Alan T. Ennis	Retirement Plan		3.75		31,814		—	Retirement Plan		4.75			58,795		—
Executive Vice	Pension Equalization Plan		3.75		22,778
President, Chief Financial Officer and Treasurer (a)
President and Chief Executive Officer								Pension Equalization Plan		4.75			71,530
Chris Elshaw								Retirement Plan		2.00			24,768		—
Executive Vice President and Chief Operating Officer								Pension Equalization Plan		0.67	��		24,168		—
Robert K. Kretzman	Retirement Plan		20.42		436,681		—	Retirement Plan		21.42			628,183		—
Executive Vice	Pension Equalization Plan		20.42		1,147,858		—	Pension		21.42			1,931,432		—
President, Human Resources, Chief Legal Officer, General Counsel and Secretary
President and Chief Administrative Officer								Equalization Plan Employment Agreement		22.42			311,184
Steven Berns								Retirement Plan		7.33			73,575		—
Executive Vice President and Chief Financial Officer								Pension Equalization Plan		7.33			32,701		—


(a)		~~Mr. Ennis was elected in March 2009 as President, Revlon International, in addition to his role as the Company’s Executive Vice President, Chief Financial Officer and Treasurer.~~

~~(b)~~		The amounts set forth in the Pension Benefits ~~table~~Table are based on the assumptions set forth in Note 1214 to the consolidated financial statements in the ~~2008~~2010Form 10-K. These amounts have been calculated based on the normal retirement age of 65 as specified in the Retirement Plan and Pension Equalization Plan. Mr. Kretzman’s employment agreement provides that he is entitled to accrue retirement benefits through his retirement date and a retirement benefit at age 60. The aggregate present value of Mr. Kretzman’s accumulated retirement benefit based on retirement at age 60 calculated under the Retirement Plan, the Pension Equalization Plan and his employment agreement is ~~$465,241, $1,222,932,~~$641,141, $1,971,274 and ~~$723,503,~~$1,613,073, respectively.

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The Retirement Plan is intended to be a tax qualified defined benefit plan. ~~Benefits~~In May 2009 the Company amended the Retirement Plan and the Pension Equalization Plan to cease future benefit accruals under such plans after December 31, 2009. Prior to such amendments, benefits under the non-cash balance program of the Retirement Plan (the “Non-Cash Balance Program”) ~~are~~were a function of service and final average compensation. The Non-Cash Balance Program iswas designed to provide an employee having 30 years of credited service with an annuity generally equal to 52% of final average compensation less 50% of estimated individual Social Security benefits. Final average compensation is defined as average annual base salary and bonus (but not any part of bonuses in excess of 50% of base salary) during the five consecutive calendar years in which base salary and bonus (but not any part of bonuses in excess of 50% of base salary) were highest out of the last 10 years prior to retirement or earlier termination. Participants in the Non-Cash Balance Program are eligible for early retirement upon the later of the date that they reach age 55 or complete 10 years of service. The amount payable upon early retirement is calculated based on the normal retirement benefit calculation under the Non-Cash Balance Program, reduced by1/2% for each month that benefits start before the normal retirement date of age 65 (or 6% for each full year of early retirement). AsMessrs. Kennedy, Ennis and Elshaw, each of ~~December 31, 2008, Mr. Kretzman was eligible for early retirement under the Non-Cash Balance Program. Except as otherwise indicated, credited service includes all periods of employment with~~whom joined the Company ~~or a subsidiary prior to retirement or earlier termination. Messrs. Kennedy and Ennis do~~after the implementation of the Cash Balance Program (as discussed below), did not participate in the Non-Cash Balance Program.

Effective January 1, 2001, Products Corporation amended the Retirement Plan to provide for a cash balance program under the Retirement Plan (the “Cash Balance Program”). ~~Under~~Prior to ceasing future benefit accruals under the

38

Retirement Plan after December 31, 2009, under the Cash Balance Program, eligible employees ~~will receive~~received quarterly pay credits to an individual cash balance bookkeeping account equal to 5% of their base salary and bonus (but not any part of bonuses in excess of 50% of base salary) for the previous quarter. Interest credits, which commenced June 30, 2001, ~~are~~were and will continue to be allocated quarterly (based on the yield of the30-year Treasury bill for November of the preceding calendar year). Messrs. Kennedy, Ennis and ~~Ennis participate~~Elshaw participated in the Cash Balance ~~Program.~~Program prior to the cessation of future benefit accruals after December 31, 2009. Employees who as of January 1, 2001 were at least age 45, had 10 or more years of service with the Company and whose age and years of service totaled at least 60, including Mr. Kretzman, were “grandfathered” and ~~continue~~continued to participate in the Non-Cash Balance Program under the same retirement formula described in the preceding ~~paragraph.~~paragraph, prior to ceasing future benefit accruals under the Retirement Plan after December 31, 2009. All ~~other~~ eligible employees had their benefits earned (if any) under the Non-Cash Balance Program “frozen” on December 31, 2000 and began to participate in the Cash Balance Program on January 1, ~~2001.~~2001, prior to ceasing future benefit accruals under the Retirement Plan after December 31, 2009. The “frozen” benefits will be payable at normal retirement age and will be reduced if the employee elects early retirement.

The Retirement Plan and Pension Equalization Plan each provide that employees vest in their benefits after they have completed three years of service with the Company or an affiliate of the Company. Each of ~~Messrs. Kennedy, Kretzman and Ennis was~~the Named Executive Officers are fully vested in ~~his~~their respective benefits under the Pension Plan and the Pension Equalization Plan as of December 31, ~~2008.~~2009. The Employee Retirement Income Security Act of 1974, as amended, places certain maximum limitations under ERISA and the Code upon the annual benefit payable under all qualified plans of an employer to any one individual. In addition, the Code limits the annual amount of compensation that can be considered in determining the level of benefits under qualified plans. The Pension Equalization Plan, as amended, is a non-qualified and unfunded benefit arrangement that was designed to provide for the payment by the Company of the difference, if any, between the amount of such maximum limitations and the annual benefit that would otherwise be payable under the Retirement Plan ~~(including the Non-Cash Balance Program and the Cash Balance Program)~~ but for such limitations, up to a combined maximum annual straight life annuity benefit at age 65 under the Retirement Plan and the Pension Equalization Plan of $500,000. Benefits provided under the Pension Equalization Plan are conditioned on the participant’s compliance with his or her non-competition agreement and on the participant not competing with Products Corporation for one year after termination of employment.

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Messrs. Kennedy, Ennis and Elshaw will be paid out their “frozen” vested accrued benefit under the Cash Balance Program, at termination or retirement, as a lump sum, in the form of a monthly annuity or other deferred payment, as they elect. Mr. Kretzman will be paid out his accrued benefit under the Non-Cash Balance Program, at termination or retirement, in the form of a monthly annuity payment. Mr. Berns will be paid out his “frozen” accrued benefit under the Non-Cash Balance Program, at termination or retirement, in the form of a monthly annuity payment.

NON-QUALIFIED DEFERRED COMPENSATION

The only non-qualified deferred compensation plan in which any of the Company’s Named Executive Officers participated is the unfunded Excess Savings Plan, which plan was frozen to new contributions on December 31, 2004. Amounts shown in the table below reflect amounts deferred from compensation and Company matching contributions prior to December 31, 2004, as well as investment returns from December 31, 2004 through December 31, 2008.

Aggregate

Executive
Registrant
Withdrawals/

Contributions in
Contributions in
Aggregate Earnings
Distributions
Aggregate Balance
Name
2008 ($) 2008 ($) in 2008 ($)(a) ($)(b) at 12/31/08 ($)

Robert K. Kretzman — — (37,876 ) — 49,571
Executive Vice President, Human Resources, Chief Legal Officer, General Counsel and Secretary


~~(a)~~		Amounts reported under Aggregate Earnings in 2008 are not reported in the Summary Compensation Table. These amounts represent the decline in market returns on Mr. Kretzman’s investments under the Excess Savings Plan.

Prior to December 31, 2004, employees were able to make contributions to the Company’s Excess Savings Plan, an unfunded, non-qualified, defined contribution, deferred compensation plan, and the Company ~~allowed~~matched 50% of those contributions up to 6% of pay contributed. New contributions by employees ~~to contribute to and matched employee contributions in the Excess Savings Plan. Contributions~~ to the Excess Savings Plan were frozen on December 31, 2004. Mr. Kretzman is the only Named Executive Officer who contributed to the Company’s Excess Savings Plan before it was frozen.

As previously noted, the Company “froze” its U.S. qualified and non-qualified defined benefit retirement plans (namely, the Retirement Plan and the Pension Equalization Plan) so that no further benefits would accrue thereunder after December 31, 2009. The Company also amended its qualified and non-qualified savings plans effective January 1, 2010 to enable the Company, on a discretionary basis, to make profit-sharing contributions (equal to, for 2010, 5% of eligible compensation) to the qualified plan and, to the extent eligible compensation exceeds IRS limits, to the Excess Savings Plan (i.e., the non-qualified savings plan).

The Excess Savings Plan provides for substantially the same investment choices as are available in the Company’s qualified 401(k) Plan. The Excess Savings Plan does not provide for above-market returns. Payments of participant balances under the Excess Savings Plan commence ~~as soon as practicable~~in accordance with the applicable provisions of the

39

Excess Savings Plan after termination of a participant’s employment and may be paid in either annual installments over a period of no more than 10 years or as a single ~~lump sum payment.~~lump-sum payment, as elected by the participant.

Amounts shown in the table below reflect amounts deferred from compensation and Company matching contributions prior to December 31, 2004, plus discretionary Company contributions made under the discretionary employer profit-sharing provisions of the Excess Savings Plan during 2010, as well as total account balances, inclusive of investment returns, as of December 31, 2010. Mr. Kretzman has waived his eligibility to receive profit sharing contributions, as he has a retirement benefit under his employment agreement.


								Aggregate
	Executive		Registrant					Withdrawals/
	Contributions in		Contributions in		Aggregate Earnings			Distributions		Aggregate Balance
Name	2010 ($)		2010 ($)(a)		in 2010 ($)(b)			($)		at 12/31/10 ($)(c)

David Kennedy		—		18,327		623			—		12,123
Vice Chairman
Alan T. Ennis		—		54,856		4,825			—		47,431
President and Chief Executive Officer
Chris Elshaw		—		37,832		1,614			—		29,599
Executive Vice President and Chief Operating Officer
Robert K. Kretzman		—		—		(1,367	)		—		65,054
Executive Vice President and Chief Administrative Officer
Steven Berns		—		18,578		1,253			—		13,767
Executive Vice President and Chief Financial Officer


(a)		These amounts represent discretionary employer contributions credited under the profit-sharing provisions of the Excess Savings Plan in respect to 2010 (including those credited during January 2011).

(b)		Amounts reported under Aggregate Earnings in 2010 are not reported in the Summary Compensation Table. For Mr. Kretzman, his amount represents the depreciation in market returns on his investments under the Excess Savings Plan which he made prior to December 31, 2004, when the employee contribution feature was frozen. See the “Pension Benefits Table” and the “Summary Compensation Table,” above, for a discussion of the Pension Equalization Plan, a non-qualified, deferred compensation plan.

(c)		These amounts are unfunded and represent actual account balances at year end, and do not reflect the portion of the 2010 discretionary employer contributions credited during 2011 nor the earnings thereon.

40

DIRECTOR COMPENSATION

The following Director Compensation table shows all compensation paid by the Company to its Directors in respect of 2008. The director compensation table below includes, under the columns “Stock Awards” and “Option Awards,” the expense required to be recognized by the Company pursuant to SFAS No. 123(R) during 2008 (excluding forfeiture assumptions) in respect of outstanding restricted stock and stock option awards to the Directors listed below, which include awards granted in years prior to 2008. In all cases, stock option awards outstanding as of December 31, 2008 were “out-of-the-money,” in that in each case they had exercise prices that were above the $6.67 per share NYSE closing market price of the Company’s Class A Common Stock on December 31, 2008 and therefore had no realizable monetary value to the Directors.2010.


			Fees Earned or		Stock Awards			Option Awards		All Other						Fees Earned or						All Other
	Fiscal		Paid in Cash		($)			($)		Compensation		Total		Fiscal		Paid in Cash		Stock Awards		Option Awards		Compensation		Total
Name (a)	Year		($)(b)		(c)(d)			(e)		($)(f)		($)		Year		($)(b)		($)		($)		($)(c)		($)

Alan S. Bernikow		2008		129,786		24,394			3,114		25,000		182,294		2010		148,000		—		—		25,000		173,000
Paul J. Bohan		2008		109,071		24,394			3,114		14,286		150,865		2010		126,500		—		—		25,000		151,500
Meyer Feldberg		2008		119,071		24,394			3,114		—		146,579		2010		135,000		—		—		—		135,000
Edward J. Landau		2008		35,071		(614	)		—		10,714		45,171
Ann D. Jordan															2010		43,695		—		—		—		43,695
Debra L. Lee		2008		59,571		24,394			—		—		83,965		2010		106,000		—		—		—		106,000
Tamara Mellon		2008		26,245		1,512			—		—		27,757		2010		95,500		—		—		—		95,500
Linda Gosden Robinson		2008		20,000		(614	)		—		—		19,386
Richard J. Santagati															2010		110,500		—		—		—		110,500
Kathi P. Seifert		2008		75,571		24,394			—		—		99,965		2010		128,000		—		—		—		128,000
Kenneth L. Wolfe		2008		67,071		24,394			3,114		—		94,579


(a)		See — “Summary Compensation Table” regarding compensation paid during the fiscal year to ~~David L.~~each of Messrs. Kennedy and Ennis in his role as an executive officer. Messrs. Kennedy, Ennis, Perelman and Schwartz did not

33


		receive any compensation for their service as Directors for 2008. Mr. Landau and Ms. Robinson did not stand for re-election at the Company’s 2008 Annual Meeting and thus ceased to serve on the Company’s Board of Directors on June 5, 2008. Ms. Mellon was elected as a Director in August 2008, Mr. Ennis was elected as a Director in March 2009 and Ms. Jordan was elected as a Director in March 2009.2010.

(b)		AtDuring 2010, the Company’s ~~request, in early 2008, Mercer reviewed and benchmarked the~~Board compensation structure was comprised of the following components: (i) an annual Board retainer of $85,000; (ii) Board and Committee meeting fees of $1,500 per meeting; (iii) an additional annual retainer of $10,000 for each Committee chairman; and (iv) an additional annual Audit Committee membership retainer of $10,000.

(c)		The amounts shown under the “All Other Compensation” column reflect fees received by Messrs. Bernikow and Bohan during 2010 as members of the Board of Directors of Products Corporation (the Company’s wholly-owned operating subsidiary). Products Corporation’s non-employee ~~Directors~~directors (i.e., those Directors who were not receiving compensation as officers or employees of the Company or any of its affiliates; the “Non-Employee Directors”). Based upon that work, the Compensation Committee recommended, and the Board approved, increasing the Non-Employee Directors’ annual retainer fee from $35,000 to $50,000 and their per meeting fee from $1,000 to $1,500 effective from and after June 5, 2008, which was intended to position the Company’s total compensation for its Non-Employee Directors (i.e., cash retainers, meeting fees and equity awards) at or near the median of Mercer’s competitive benchmark norms. In recognition of the increased responsibilities that have arisen as a result of the passage of the Sarbanes-Oxley Act of 2002 and revised SEC and NYSE rules, and based upon the prior advice of Mercer, during 2008, members of the Audit Committee were also paid an annual Audit Committee retainer fee of $10,000. During 2008, Non-Employee Directors who served as chairman of the Audit Committee, Governance Committee and Compensation Committee each received an annual retainer fee of $10,000. The per meeting fee for Products Corporation’s Board meetings was also increased to $1,500, from $1,000, effective from and after June 5, 2008. Finally, each member of the Pricing Committee for the Company’s previously-announced $107 million rights offering (i.e., Messrs. Bernikow, Bohan and Feldberg) earned a retainer fee of $25,000 and a per meeting attendance fee of $1,500; the Pricing Committee met three times in 2008.

~~(c)~~		The Compensation Committee determines a maximum face value of an annual equity award for each Non-Employee Director (which face value amount, under the terms of the Company’s Stock Plan, cannot exceed $100,000 in any given year), with the face value amount of the grant being divided by the NYSE closing market price of the Company’s Class A Common Stock on the grant date to determine the number of equity awards to be granted to each Non-Employee Director. On December 9, 2008, the Board of Directors, based upon management’s and the Compensation Committee’s recommendation and the advice of Mercer, approved awards of 10,750 shares of restricted stock to each of the Company’s Non-Employee Directors (the “2008 Director Restricted Stock Grants”). The 2008 Director Restricted Stock Grants were granted as part of the annual compensation program for Board members. Each of these awards was previously publicly reported on respective Form 4s filed with the SEC on December 10, 2008. Mercer’s competitive benchmark data indicated that an equity grant to Non-Employee Directors with a grant date value of approximately $75,000 was reasonable and would position total Non-Employee Director compensation (e.g., cash retainers, meeting fees and equity awards) at or near the median of Mercer’s competitive benchmark norms. One-third of those shares vest on each of January 10, 2010, January 10, 2011 and January 10, 2012.

~~(d)~~		The amounts set forth under the “Stock Awards” column reflect the expense required under SFAS No. 123(R) to be recognized by the Company with respect to fiscal year 2008, excluding forfeiture assumptions, in respect of all outstanding restricted stock awards held by the Non-Employee Directors (including the 2008 Director Restricted Stock Grants, all of which were unvested at December 31, 2008) and include awards granted in respect of years prior to 2008, some of which were unvested at December 31, 2008. The accounting principles and related assumptions used by the Company in calculating the expenses for such awards under SFAS No. 123(R) are set forth in Note 1 to the consolidated financial statements in the 2008~~Form 10-K.~~ As noted above, each Non-Employee Director was granted 10,750 shares of restricted stock on December 9, 2008, which they each held at December 31, 2008. The grant date fair value of these restricted stock awards, based on the $6.90 NYSE closing market price of the Company’s Class A Common Stock on the December 9, 2008 grant date, was $74,175 per Director grant. These shares vest as to one-third of the total award on each of January 10, 2010, January 10, 2011 and January 10, 2012. On December 31, 2008, all of these shares were unvested and therefore had no realizable monetary value as of that date.

~~(e)~~		The amounts set forth under the “Option Awards” column reflect the expense required under SFAS No. 123(R) to be recognized by the Company with respect to fiscal year 2008, excluding forfeiture assumptions, in respect of all outstanding stock option awards held by the Non-Employee Directors and reflect awards granted in respect of years prior to 2008, some of which were unvested at December 31, 2008 (and all of which were “out-of-the-money” as of December 31, 2008). The accounting principles and related assumptions used by the

34


		~~Company in calculating the expenses for such awards under SFAS No. 123(R) are set forth in Note 1 to the consolidated financial statements included in the 2008Form 10-K.~~ As of December 31, 2008, Mr. Bernikow held 5,161 vested stock options, Messrs. Bohan and Wolfe held 4,411 vested stock options, Mr. Feldberg held 6,661 vested stock options, Mr. Landau held 750 vested stock options, and Mses. Lee, Mellon, Robinson and Seifert held no stock options (Mr. Landau and Ms. Robinson did not stand for re-election at the June 5, 2008 Annual Stockholders’ Meeting and ceased service as a Director as of such date). All such options were “out-of-the-money” as of December 31, 2008.

~~(f)~~		The amounts shown under the “All Other Compensation” column reflect fees received by Messrs. Bernikow, Landau and Bohan during 2008 as members of the Board of Directors of Products Corporation (the Company’s wholly-owned operating subsidiary). Mr. Bohan was elected to Products Corporation’s Board of Directors in June 2008, succeeding Mr. Landau on Products Corporation’s Board; accordingly, their respective retainer fees were pro-rated for 2008. Products Corporation’s Non-Employee Directorsaffiliates) are paid an annual retainer fee of $25,000 per annum and are entitled to a meeting fee of $1,500 for each meeting of Products Corporation’s Board of Directors that they attend. Messrs. Ennis, Kennedy, Perelman and Schwartz also served as members of Products Corporation’s Board of Directors during ~~2008,~~2010, but received no fees for such service. ~~Mr. Ennis was elected as a Director of Products Corporation in March 2009.~~

41

SECURITY OWNERSHIP OF ~~COMMON STOCK~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of ~~April 9, 2009 (unless otherwise noted),~~March 18, 2011, the number of shares of the Company’s ~~Common~~Voting Capital Stock beneficially owned, and the percent so owned, by (i) each person known to the Company to be the beneficial owner of more than 5% of any class of the ~~outstanding shares of Common Stock;~~Company’s voting securities; (ii) each director of the Company; (iii) the Chief Executive Officer during ~~2008~~2010 and each of the other Named Executive Officers during ~~2008;~~2010; and (iv) all directors and ~~Named Executive Officers~~executive officers of the Company during ~~2008~~2010 as a group. The number of shares owned are those beneficially owned, as determined under the applicable rules of the SEC for the purposes of this Proxy Statement, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of ~~Common~~Voting Capital Stock as to which a person has sole or shared voting power or investment power and any shares of ~~Common~~Voting Capital Stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. Certain of the shares listed as beneficially owned are pursuant to stock options which were all ~~“out-of-the-money”~~“out-of-the-money” as of such date.


	~~Amount and Nature of~~
	~~Beneficial Ownership~~
	~~(Class A Unless~~
~~Name and Address of Beneficial Owner~~	~~Otherwise Noted)~~			~~Percentage of Class~~

~~Ronald O. Perelman~~		~~28,270,235~~	⁽¹⁾	~~60.9% (Class A and Class B~~
~~35 E. 62nd St.~~		~~3,125,000 (Class B~~	)⁽¹⁾	~~combined)~~
~~New York, NY 10065~~				~~58.3% (Class A)~~ ~~100% (Class B)~~
~~FMR LLC~~		~~7,697,114~~	⁽²⁾	~~14.9% (Class A and Class B~~
~~82 Devonshire Street~~				~~combined)~~
~~Boston MA 02109~~				~~15.9% (Class A)~~
~~Alan S. Bernikow~~		~~8,397~~	⁽³⁾	*
~~Paul J. Bohan~~		~~27,647~~	⁽⁴⁾	*
~~Alan T. Ennis~~		~~25,647~~	⁽⁵⁾	*
~~Meyer Feldberg~~		~~9,897~~	⁽⁶⁾	*
~~Ann D. Jordan~~		—		—
~~David L. Kennedy~~		~~329,801~~	⁽⁷⁾	*
~~Robert K. Kretzman~~		~~166,209~~	⁽⁸⁾	*
~~Debra L. Lee~~		~~2,500~~	⁽⁹⁾	*
~~Tamara Mellon~~		—		—
~~Barry Schwartz~~		~~22,014~~		*
~~Kathi P. Seifert~~		~~14,808~~	⁽¹⁰⁾	*
~~Kenneth L. Wolfe~~		~~9,147~~	⁽¹¹⁾	*
~~All Directors and Named~~
~~Executive Officers as a Group~~		~~28,886,302~~		~~61.7% (Class A and Class B~~
~~(13 Persons)~~		~~3,125,000 (Class B~~	)	~~combined)~~ ~~59.2% (Class A)~~ ~~100% (Class B)~~


	Amount and Nature of
Name and Address of	Beneficial Ownership (Class A Common
Beneficial Owner	Stock Unless Otherwise Noted)			Percentage of Class⁽¹⁰⁾

Ronald O. Perelman		37,577,140	⁽¹⁾	77.9% (Class A and Class B
35 E. 62nd St.		3,125,000 (Class B Common Stock	)⁽¹⁾	Common Stock, combined)
New York, NY 10065				76.6% (Class A Common Stock) 100% (Class B Common Stock)
Alan S. Bernikow		15,563	⁽²⁾	*
c/o Revlon, 237 Park Ave., NY, NY 10017		2,499 (Preferred Stock	)⁽⁹⁾	*
Steven Berns		5,314		*
c/o Revlon, 237 Park Ave., NY, NY 10017
Paul J. Bohan		14,813	⁽³⁾	*
c/o Revlon, 237 Park Ave., NY, NY 10017		22,499 (Preferred Stock	)⁽⁹⁾	*
Chris Elshaw		59,178	(4)	*
c/o Revlon, 237 Park Ave., NY, NY 10017		11,618 (Preferred Stock	)⁽⁹⁾	*
Alan T. Ennis		37,168	(5)	*
c/o Revlon, 237 Park Ave., NY, NY 10017		23,648 (Preferred Stock	)⁽⁹⁾	*
Meyer Feldberg		17,063	⁽⁶⁾	*
c/o Revlon, 237 Park Ave., NY, NY 10017		2,499 (Preferred Stock	)⁽⁹⁾	*
David L. Kennedy		276,704	⁽⁷⁾	*
c/o Revlon, 237 Park Ave., NY, NY 10017		127,001 (Preferred Stock	)⁽⁹⁾	1.4% (Preferred Stock)
Robert K. Kretzman		152,605	⁽⁸⁾	*
c/o Revlon, 237 Park Ave., NY, NY 10017		49,209 (Preferred Stock	)⁽⁹⁾	*
Debra L. Lee		9,666		*
c/o Revlon, 237 Park Ave., NY, NY 10017		2,499 (Preferred Stock	)⁽⁹⁾	*
Tamara Mellon		7,166		*
c/o Revlon, 237 Park Ave., NY, NY 10017
Richard J. Santagati		680 (Preferred Stock	)⁽⁹⁾	*
c/o Revlon, 237 Park Ave., NY, NY 10017
Barry F. Schwartz		22,014 (Preferred Stock	)⁽⁹⁾	*
c/o Revlon, 237 Park Ave., NY, NY 10017
Kathi P. Seifert		9,666		*
c/o Revlon, 237 Park Ave., NY, NY 10017		14,807 (Preferred Stock	)⁽⁹⁾	*
All Directors and Executive Officers as a Group		38,182,046 (Class A Common Stock	)	67.2% (Class A Common Stock, Class B
(14 Persons)		3,125,000 (Class B Common Stock	)	Common Stock, & Preferred
		278,973 (Preferred Stock	)⁽⁹⁾	Stock, combined)
				77.3% (Class A Common Stock) 100% (Class B Common Stock) 3.0% (Preferred Stock)

35


*		Less than one percent.

(1)		Mr. Perelman beneficially owned, directly and indirectly through MacAndrews & Forbes, as of ~~April 9, 2009, 28,270,235~~March 18, 2011, 37,577,140 shares of Class A Common Stock ~~(including 20,166,143~~(of which, (a) 25,264,938 shares were beneficially owned by MacAndrews & Forbes ~~(of which 4,561,610~~; (b) 7,718,092 shares ~~are beneficially~~were owned by a ~~family member, with respect to which shares MacAndrews & Forbes holds a voting proxy); 323,500 shares held directly by Mr. Perelman; 7,718,092 shares owned by~~holding company, RCH Holdings One Inc.~~, a holding company in~~ (of which each of Mr. Perelman and The Ronald O. Perelman 2008 Trust ~~owned~~owns 50% of the ~~shares;~~shares); (c) 4,561,610 shares were beneficially owned by a family member of Mr. Perelman with respect to which shares MacAndrews & Forbes holds a voting proxy; and ~~62,500~~(d) 32,500 shares were shares that Mr. Perelman could acquire under vested stock options). Mr. Perelman, through MacAndrews & Forbes, also beneficially

42


		owned, as of ~~April 9, 2009,~~March 18, 2011, all of the outstanding 3,125,000 shares of Revlon, Inc. Class B Common Stock, each of which is convertible into one share of Class A Common Stock. Such Common Stock share ownership represented approximately ~~58%~~77% of the ~~Class A Common~~Voting Capital Stock ~~approximately 61% of the outstanding shares of Revlon, Inc. Common Stock and approximately 75% of the combined voting power of such shares~~ as of ~~April 9, 2009. Shares~~March 18, 2011. MacAndrews & Forbes has advised the Company that it has pledged shares of Class A Common Stock to secure certain obligations of MacAndrews & Forbes. Additional shares of Revlon, Inc., and shares of common stock of intermediate holding companies between Revlon, Inc. and MacAndrews & Forbes, ~~are, and~~ may from time to time be pledged to secure obligations of MacAndrews & Forbes. A default under any of these obligations that are secured by the pledged shares could cause a foreclosure with respect to such shares of Class A Common Stock, Products Corporation’s common stock or stock of intermediate holding ~~companies.~~companies between Revlon, Inc. and MacAndrews & Forbes. A foreclosure upon any such shares of common stock or dispositions of shares of Revlon, Inc.’s Class A Common Stock, Products Corporation’s common stock or stock of intermediate holding companies between Revlon, Inc. and MacAndrews & Forbes which are beneficially owned by MacAndrews & Forbes ~~would not at this time~~could, in a sufficient amount, constitute a “change of control” under ~~Products Corporation’s 2006~~the 2010 Credit Agreements, ~~(as hereinafter defined),~~ the ~~MacAndrews & Forbes~~ Senior Subordinated Term Loan ~~(as hereinafter defined) or~~Agreement and the indenture governing ~~Products Corporation’s~~the 913/24% Senior ~~Notes.~~Secured Notes (each as hereinafter defined). A change of control constitutes an event of default under the 2010 Credit Agreements, which would permit Products Corporation’s lenders to accelerate amounts outstanding under such facilities. In addition, holders of the 93/4% Senior Secured Notes may require Products Corporation to repurchase their respective notes under those circumstances. Upon a change of control, Products Corporation would also be required, after fulfilling its repayment obligations under the 93/4% Senior Secured Notes indenture, to repay in full the Senior Subordinated Term Loan,provided that Revlon, Inc. at such time has redeemed or is then concurrently redeeming the Preferred Stock.

(2)		Information based solely on a Schedule 13G/A, dated and filed with the SEC on February 17, 2009 and reporting, as of December 31, 2008, beneficial ownership by FMR LLC and Edward C. Johnson 3d (the Chairman of FMR LLC), of 7,697,114Includes 9,666 shares of Class A Common Stock (collectively, the “Fidelity Owned Shares”), including 1,156,517 shares with respect to which FMR LLC has sole power to vote or direct the vote and 7,697,114 shares in total that FMR LLC has sole power to dispose of or direct the disposition of. According to the Schedule 13G/A, Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, was the beneficial owner of 6,113,349 shares of Class A Common Stock (which are included in the total reported Fidelity Owned Shares) as a result of acting as investment adviser to various investment companies, one of which, Fidelity Advisors High Yield Fund, was the beneficial owner of 4,464,520 shares of Class A Common Stock (which are included in the total reported Fidelity Owned Shares). The percentages of class represented by the reported Fidelity Owned Shares reflect shares of Company Common Stock outstanding as of December 31, 2008.

~~(3)~~		~~Includes 2,500 shares~~ held directly by Mr. Bernikow (representing formerly restricted shares that vested after the closing date of the Exchange Offer in accordance with the terms of the award ~~agreements)~~agreements and were not eligible to be exchanged in the Exchange Offer) and 5,897 shares that Mr. Bernikow may acquire under vested options, all of which options areout-of-the-money.

~~(4)~~(3)		Includes ~~22,500~~9,666 shares of Class A Common Stock held directly by Mr. Bohan ~~(including 2,500~~(representing formerly restricted shares that vested after the closing date of the Exchange Offer in accordance with the terms of the award agreements and ~~20,000 shares that~~ were ~~purchased directly by Mr. Bohan)~~not eligible to be exchanged in the Exchange Offer) and 5,147 shares that Mr. Bohan may acquire under vested options, all of which options areout-of-the-money.

~~(5)~~(4)		Includes ~~23,647~~34,978 shares of Class A Common Stock held directly by Mr. ~~Ennis (including 13,647~~Elshaw (representing formerly restricted shares that vested after the closing date of the Exchange Offer in accordance with the terms of the award agreements, net of shares withheld for taxes, and ~~10,000~~were not eligible to be exchanged in the Exchange Offer) and 24,200 shares that ~~were purchased~~Mr. Elshaw may acquire under vested options, all of which options areout-of-the-money.

(5)		Includes 35,168 shares of Class A Common Stock held directly by Mr. ~~Ennis)~~Ennis (representing formerly restricted shares that vested after the closing date of the Exchange Offer in accordance with the terms of the award agreements, net of shares withheld for taxes, and were not eligible to be exchanged in the Exchange Offer) and 2,000 shares that Mr. Ennis may acquire under vested options, all of which options areout-of-the-money.

(6)		Includes ~~2,500~~9,666 shares of Class A Common Stock held directly by ~~Mr.~~Professor Feldberg (representing formerly restricted shares that vested after the closing date of the Exchange Offer in accordance with the terms of the award ~~agreements)~~agreements, and were not eligible to be exchanged in the Exchange Offer) and 7,397 shares that ~~Mr.~~Professor Feldberg may acquire under vested options, all of which options areout-of-the-money.

(7)		Includes ~~127,001~~73,904 shares of Class A Common Stock held directly by Mr. Kennedy ~~(including 78,865 shares that were purchased directly by Mr. Kennedy and 48,136~~(representing formerly restricted shares that vested after the closing date of the Exchange Offer in accordance with the terms of the award

36


		agreements, net of shares withheld for ~~taxes)~~taxes, and were not eligible to be exchanged in the Exchange Offer), 20,000 shares of Class A Common Stock purchased by Mr. Kennedy through his Company 401(k) plan account (which shares were not eligible to be exchanged in the Exchange Offer), and 182,800 shares that Mr. Kennedy may acquire under vested options, all of which options areout-of-the-money.

(8)		Includes ~~49,209~~38,605 shares of Class A Common Stock held directly by Mr. Kretzman ~~(including 39,209~~(representing formerly restricted shares that vested after the closing date of the Exchange Offer in accordance with the terms of the award agreements, net of shares withheld for taxes, and ~~10,000 shares that~~ were ~~purchased directly by Mr. Kretzman)~~not eligible to be exchanged in the Exchange

43


		Offer) and ~~117,000~~114,000 shares that Mr. Kretzman may acquire under vested options, all of which options areout-of-the-money.

(9)		~~Includes 2,500 formerly restricted~~The referenced Executive Officers and Directors fully participated in the Company’s Exchange Offer, by exchanging in the Exchange Offer all of their respective eligible shares ~~that vested in accordance with the terms~~ of the ~~award agreements.~~Company’s Class A Common Stock held by them on October 8, 2009 (the closing date of the Exchange Offer) for a like number of shares of Series A Preferred Stock.

(10)		~~Includes 12,308~~Fidelity advised the Company that, as of April 8, 2010, it owned 8,233,526 shares ~~that were purchased directly by Ms. Seifert~~of the Company’s outstanding Class A Common Stock and ~~2,500 formerly restricted~~Series A Preferred Stock, in the aggregate, representing approximately 9.2% of the Company’s issued and outstanding shares ~~that vested in accordance~~of Voting Capital Stock as of such date. Subsequently, however, Fidelity filed a Schedule 13F with the ~~terms~~SEC on February 11, 2011, indicating that it owned 1,013,000 shares of Class A Common Stock as of December 31, 2010. The Company does not know how many shares of Class A Preferred Stock Fidelity may own, or owned as of the ~~award agreements.~~

~~(11)~~		~~Includes 4,000 shares held directly by Mr. Wolfe (including 1,500 shares that were purchased directly by Mr. Wolfe~~measurement date for this table, and ~~2,500 formerly restricted shares that vested in accordance with the terms~~there is no public record of ~~the award agreements) and 5,147 shares that Mr. Wolfe may acquire under vested options, all of which options are out-of-the-money.~~such ownership.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth as of December 31, ~~2008,~~2010, with respect to all equity compensation plans of the Company previously approved and not previously approved by its stockholders: (i) the number of securities to be issued upon the exercise of outstanding options, warrants and rights; (ii) the weighted-average exercise price of such outstanding options, warrants and rights; and (iii) the number of securities remaining available for future issuance under such equity compensation plans, excluding securities reflected in column (a).

(c)

(a)

(b)

Number of Securities Remaining

(b)

(c)

Number of Securities to

Weighted-Average

Available for Future Issuance

(a)

Weighted-Average

Number of Securities Remaining

be Issued Upon Exercise

Exercise Price of

under Equity Compensation

Number of Securities to

Exercise Price of

Available for Future Issuance

of Outstanding

Outstanding

Plans

be Issued Upon Exercise

Outstanding

Under Equity Compensation

Options, Warrants and

Options, Warrants

(Excluding Securities

of Outstanding Options,

Options, Warrants

Plans (Excluding Securities

Plan Category

Rights

and Rights

Reflected in Column (a))

Warrants and Rights

and Rights

Reflected in Column (a))

Previously Approved by Stockholders:

Stock Plan

1,405,486

⁽¹⁾

36.76

2,572,819

⁽²⁾

987,886

⁽¹⁾

31.68

3,416,662

⁽²⁾

Not Previously Approved by Stockholders:

—


(1)		Includes ~~1,405,486~~987,886 stock options and no stock appreciation rights issued under the Stock ~~Plan. Does~~Plan; does not include ~~1,643,739~~690,689 shares of restricted stock and restricted stock units issued under the Stock Plan, which are not yet vested and are subject to forfeiture. In all cases, stock option awards outstanding as of December 31, 2010 were“out-of-the-money,” in that in each case they had exercise prices that were above the $9.84 per share NYSE closing market price of the Company’s Class A Common Stock on December 31, 2010 and therefore had no realizable monetary value on such date.

(2)		As of December 31, ~~2008,~~2010, all of these shares remained available for issuance as awards of any kind under the Stock Plan, including awards of restricted stock and restricted stock units.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of December 31, ~~2008,~~2010, MacAndrews & Forbes beneficially owned shares of Revlon, Inc.’s ~~Common~~Voting Capital Stock having approximately ~~75%~~77% of the combined voting power of such outstanding shares. As a result, MacAndrews & Forbes is able to elect Revlon, Inc.’s entire Board of Directors and control the vote on all matters submitted to a vote of Revlon, Inc.’s stockholders. MacAndrews & Forbes is wholly owned by Ronald O. Perelman, Chairman of Revlon, Inc.’s Board of Directors.

Transfer Agreements

In June 1992, Revlon, Inc. and Products Corporation entered into an asset transfer agreement with Revlon Holdings LLC, a Delaware limited liability company and formerly a Delaware corporation known as Revlon Holdings Inc. (“Revlon Holdings”), and which is an affiliate and an indirect wholly-owned subsidiary of

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MacAndrews & Forbes, and certain of Revlon Holdings’ wholly-owned subsidiaries. Revlon, Inc. and Products

37

Corporation also entered into a real property asset transfer agreement with Revlon Holdings. Pursuant to such agreements, on June 24, 1992 Revlon Holdings transferred assets to Products Corporation and Products Corporation assumed all of the liabilities of Revlon Holdings, other than certain specifically excluded assets and liabilities (the liabilities excluded are referred to as the “Excluded Liabilities”). Certain consumer products lines sold in demonstrator-assisted distribution channels considered not integral to ~~Revlon, Inc.’s~~the Company’s business and that historically had not been profitable and certain other assets and liabilities were retained by Revlon Holdings. Revlon Holdings agreed to indemnify Revlon, Inc. and Products Corporation against losses arising from the Excluded Liabilities, and Revlon, Inc. and Products Corporation agreed to indemnify Revlon Holdings against losses arising from the liabilities assumed by Products Corporation. The amount reimbursed by Revlon Holdings to Products Corporation for the Excluded Liabilities for ~~2008~~2010 was ~~approximately~~ $0.3 million.

Reimbursement Agreements

Revlon, Inc., Products Corporation and MacAndrews & Forbes Inc., a wholly-owned subsidiary of MacAndrews & Forbes Holdings Inc. (“MacAndrews & Forbes Holdings”) have entered into reimbursement agreements (the “Reimbursement Agreements”) pursuant to which (i) MacAndrews & Forbes Inc. is obligated to provide (directly or through affiliates) certain professional and administrative services, including without limitation employees, to Revlon, Inc. and its subsidiaries, including without limitation Products Corporation, and purchase services from third party providers, such as insurance, legal and accounting services and air transportation services, on behalf of Revlon, Inc. and its subsidiaries, including Products Corporation, to the extent requested by Products Corporation, and (ii) Products Corporation is obligated to provide certain professional and administrative services, including without limitation employees, to MacAndrews & Forbes and purchase services from third party providers, such as insurance, legal and accounting services, on behalf of MacAndrews & Forbes to the extent requested by MacAndrews & Forbes, provided that in each case the performance of such services does not cause an unreasonable burden to MacAndrews & Forbes or Products Corporation, as the case may be.

Products Corporation reimburses MacAndrews & Forbes for the allocable costs of the services purchased for or provided to Products Corporation and its subsidiaries and for the reasonableout-of-pocket expenses incurred in connection with the provision of such services. MacAndrews & Forbes reimburses Products Corporation for the allocable costs of the services purchased for or provided to MacAndrews & Forbes and for the reasonableout-of-pocket expenses incurred in connection with the purchase or provision of such services. Each of Revlon, Inc. and Products Corporation, on the one hand, and MacAndrews & Forbes Inc., on the other, has agreed to indemnify the other party for losses arising out of the provision of services by it under the Reimbursement Agreements, other than losses resulting from its willful misconduct or gross negligence.

The Reimbursement Agreements may be terminated by either party on 90 days’ notice. Products Corporation does not intend to request services under the Reimbursement Agreements unless their costs would be at least as favorable to Products Corporation as could be obtained from unaffiliated third parties.

Revlon, Inc. and Products Corporation participate in MacAndrews & Forbes’ directors’ and officers’ liability insurance program, which covers Revlon, Inc. and Products Corporation as well as MacAndrews & Forbes. The limits of coverage are available on an aggregate basis for losses to any or all of the participating companies and their respective directors and officers. Revlon, Inc. and Products Corporation reimburse MacAndrews & Forbes from time to time for their allocable portion of the premiums for such coverage or they pay the insurers directly, which premiums the Company believes are more favorable than the premiums the Company would pay were it to secure stand-alone coverage. Any amounts paid by Revlon, Inc. and Products Corporation directly to MacAndrews & Forbes in respect of premiums are included in the amounts paid under the Reimbursement Agreements. The net amount ~~payable to~~reimbursable from MacAndrews & Forbes ~~from~~to Products Corporation for the services provided under the Reimbursement Agreements for ~~2008~~2010 was ~~approximately $1.4 million, primarily in respect of reimbursements for insurance premiums.~~$0.1 million.

Tax Sharing Agreements

As a result of ~~the closing of the~~adebt-for-equity exchange transaction completed in March 2004 (the “2004 Revlon Exchange ~~Transactions (as defined below) (see — “Fidelity Stockholders Agreement”~~Transactions”), as of March 25, 2004, Revlon, Inc., Products Corporation and their U.S. subsidiaries were no longer

3845

~~were no longer~~ included in the affiliated group of which MacAndrews & Forbes was the common parent (the “MacAndrews & Forbes Group”) for federal income tax purposes.

~~In June 1992,~~ Revlon Holdings, Revlon, Inc., Products Corporation and certain of its subsidiaries and MacAndrews & Forbes Holdings entered into a tax sharing agreement (as subsequently amended and restated, the “MacAndrews & Forbes Tax Sharing Agreement”), pursuant to which MacAndrews & Forbes Holdings agreed to indemnify Revlon, Inc. and Products Corporation against federal, state or local income tax liabilities of the MacAndrews & Forbes Group (other than in respect of Revlon, Inc. and Products Corporation) for taxable periods beginning on or after January 1, 1992 through and including March 25, 2004, during which Revlon, Inc. and Products Corporation or a subsidiary of Products Corporation was a member of ~~such group.~~the MacAndrews & Forbes Group. In these taxable periods, ~~Revlon, Inc. and Products Corporation were included in the MacAndrews & Forbes Group, and~~ Revlon, Inc.’s and Products Corporation’s federal taxable income and loss were included in such group’s consolidated tax return filed by MacAndrews & Forbes Holdings. Revlon, Inc. and Products Corporation were also included in certain state and local tax returns of MacAndrews & Forbes Holdings or its subsidiaries. ~~Pursuant to~~Revlon, Inc. and Products Corporation remain liable under the MacAndrews & Forbes Tax Sharing Agreement, for all such taxable periods Products Corporation was required to pay to Revlon, Inc., which in turn was required to pay to Revlon Holdings, amounts equal to the taxes that Products Corporation would otherwise have had to pay if it were to file separate federal, state or local income tax returns (including anythrough and including March 25, 2004 for amounts determined to be due as a result of a redetermination arising from an audit or otherwise, ofequal to the ~~consolidated~~taxes that Revlon, Inc. or ~~combined tax liability relating to any such period which was attributable to Products Corporation), except that~~ Products Corporation ~~was not entitled~~would otherwise have had to ~~carry back any losses~~pay if it were to ~~taxable periods ending prior to January 1, 1992. The MacAndrews & Forbes Tax Sharing Agreement remains in effect solely~~have filed separate federal, state or local income tax returns for ~~taxable periods beginning on or after January 1, 1992, through and including March 25, 2004.~~such periods.

Following the closing of the 2004 Revlon Exchange Transactions, ~~in March 2004,~~ Revlon, Inc. became the parent of a new consolidated group for federal income tax purposes and Products Corporation’s federal taxable income and loss will be included in such group’s consolidated tax returns. Accordingly, Revlon, Inc. and Products Corporation entered into a tax sharing agreement (the “Revlon Tax Sharing Agreement”) pursuant to which Products Corporation will be required to pay to Revlon, Inc. amounts equal to the taxes that Products Corporation would otherwise have had to pay if Products Corporation were to file separate federal, state or local income tax returns, limited to the amount, and payable only at such times, as Revlon, Inc. will be required to make payments to the applicable taxing authorities.

There were no federal tax payments or payments in lieu of taxes from Revlon, Inc. to Revlon Holdings pursuant to the MacAndrews & Forbes Tax Sharing Agreement in ~~2008~~2010 with respect to periods covered by the MacAndrews & Forbes Tax Sharing ~~Agreement.~~Agreement, and the Company expects that there will not be any such payments in 2011. During ~~the first quarter of 2009,~~2010, there ~~was a~~were no federal tax ~~payment of $0.6 million~~payments from Products Corporation to Revlon, Inc. pursuant to the Revlon Tax Sharing Agreement inwith respect to ~~2008.~~2009. During 2010, there were federal tax payments from Products Corporation to Revlon, Inc. pursuant to the Revlon Tax Sharing Agreement of $0.2 million with respect to 2010. The Company expects that there will be no federal tax payment from Products Corporation to Revlon, Inc. pursuant to the Revlon Tax Sharing Agreement during 2011 with respect to 2010.

Registration Rights Agreement

Prior to the consummation of Revlon, Inc.’s initial public equity offering in February 1996, Revlon, Inc. and Revlon Worldwide Corporation (which subsequently merged into REV Holdings LLC (“REV Holdings”), the then direct parent of Revlon, Inc.,) entered into a registration rights agreement (the “Registration Rights Agreement”), and in February 2003, MacAndrews & Forbes executed a joinder agreement to the Registration Rights Agreement, pursuant to which REV Holdings, MacAndrews & Forbes and certain transferees of Revlon, Inc.’s Common Stock held by REV Holdings (the “Holders”) had the right to require Revlon, Inc. to register under the Securities Act of 1933, as amended, all or part of the Class A Common Stock owned by such Holders, including shares of Class A Common Stock purchased by MacAndrews & Forbes in connection with the $50.0 million equity rights offering consummated by Revlon, Inc. in 2003 and shares of Class A Common Stock issuable upon conversion of Revlon, Inc.’s Class B Common Stock owned by such Holders (a “Demand Registration”). In connection with the closing of the 2004 Revlon Exchange Transactions and pursuant to an Investment Agreement entered into in connection with such transactions (the “2004 Investment Agreement”), MacAndrews & Forbes executed a joinder agreement that provided that MacAndrews & Forbes would also be a Holder under the Registration Rights Agreement and that all shares acquired by MacAndrews & Forbes pursuant to the 2004 Investment Agreement are deemed to be registrable securities under the Registration Rights Agreement. This included all of the shares of Class A Common Stock

39

acquired by MacAndrews & Forbes in connection with the Company’s $110 million rights offering of shares of its Class A Common Stock and related private placement to MacAndrews & Forbes, which was consummated in March 2006, and the Company’s $100 million rights offering of shares of its Class A Common Stock and related private placement to MacAndrews & Forbes, which was consummated in January ~~2007 (the “$100 Million Rights Offering”).~~2007.

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Revlon, Inc. may postpone giving effect to a Demand Registration for a period of up to 30 days if Revlon, Inc. believes such registration might have a material adverse effect on any plan or proposal by Revlon, Inc. with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, or if Revlon, Inc. is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to Revlon, Inc. In addition, the Holders have the right to participate in registrations by Revlon, Inc. of its Class A Common Stock (a “Piggyback Registration”). The Holders will pay allout-of-pocket expenses incurred in connection with any Demand Registration. Revlon, Inc. will pay any expenses incurred in connection with a Piggyback Registration, except for underwriting discounts, commissions and expenses attributable to the shares of Class A Common Stock sold by such Holders.

~~2004 Consolidated MacAndrews & Forbes Line of Credit~~

In July 2004, Products Corporation and MacAndrews & Forbes Inc. entered into an agreement, which provided Products Corporation with a $152 million line of credit (as amended, the “2004 Consolidated MacAndrews & Forbes Line of Credit”). The commitment under the 2004 Consolidated MacAndrews & Forbes Line of Credit reduced to $87.0 million from $152.0 million in July 2005 and reduced to $50.0 million from $87.0 million in January 2007 upon completion of the $100 Million Rights Offering. Pursuant to a December 2006 amendment, upon consummation of the $100 Million Rights Offering, which was completed in January 2007, $50.0 million of the line of credit remained available to Products Corporation through January 31, 2008 on substantially the same terms (which line of credit would otherwise have terminated pursuant to its terms upon the consummation of the $100 Million Rights Offering). The 2004 Consolidated MacAndrews & Forbes Line of Credit expired in accordance with its terms on January 31, 2008. It was undrawn during its entire term.

~~Fidelity Stockholders Agreement~~

In connection with certain debt reduction transactions completed in March 2004 in which the Company exchanged approximately $804 million of Products Corporation’s debt, $54.6 million of the Company’s preferred stock and $9.9 million of accrued interest for 29,996,949 shares of Class A Common Stock (the “Revlon Exchange Transactions”) (as adjusted for Revlon, Inc.’s September 2008~~1-for-10~~ Reverse Stock Split), in February 2004 the Company and Fidelity entered into a stockholders agreement (the “Stockholders Agreement”) pursuant to which, among other things, (i) the Company agreed to continue to maintain a majority of independent directors (as defined by NYSE listing standards) on its Board of Directors, as it currently does; (ii) the Company established and maintains its Governance Committee of the Board of Directors; and (iii) the Company agreed to certain restrictions with respect to the Company’s conducting any business or entering into any transactions or series of related transactions with any of its affiliates, any holders of 10% or more of the outstanding voting stock or any affiliates of such holders (in each case, other than its subsidiaries). This Stockholders Agreement will terminate when Fidelity ceases to be the beneficial holder of at least 5% of the Company’s outstanding voting stock.

~~MacAndrews & Forbes Senior Subordinated Term Loan~~

In January 2008, Products Corporation entered into the Senior Subordinated Term Loan Agreement with MacAndrews & Forbes (the “MacAndrews & Forbes Senior Subordinated Term Loan”) and on February 1, 2008, Products Corporation used the $170 million of proceeds of such loan to repay in full the $167.4 million remaining aggregate principal balance of Products Corporation’s 85/8% Senior Subordinated Notes, which matured on February 1, 2008, and to pay $2.55 million of related fees and expenses. In connection with such repayment, Products Corporation also used cash on hand to pay $7.2 million of accrued and unpaid interest due on the 85/8~~% Senior Subordinated Notes up to, but not including, the February 1, 2008 maturity date. The~~ MacAndrews & Forbes Senior Subordinated Term Loan ~~generally incorporates the subordination provisions from the indenture that~~

40

~~governed the 8~~5/8~~% Senior Subordinated Notes prior to their repayment~~ and ~~certain other covenants from the indenture governing Products Corporation’s 9~~1Related Transactions/2~~% Senior Notes due April 2011.~~

~~In July 2008,~~Upon consummation of the Company consummated the disposition of its non-core Bozzano business, a leading men’s hair care and shaving line of products, and certain other non-core brands, including Juvena and Aquamarine, which were sold by the Company onlyExchange Offer in the Brazilian market (the “Bozzano Sale Transaction”) for a purchase price of approximately $107 million, including approximately $3 million in cash on its Brazilian subsidiary’s balance sheet on the closing date. In September 2008, Products Corporation used $63.0October 2009, MacAndrews & Forbes contributed to Revlon, Inc. $48.6 million of the ~~net proceeds from the Bozzano Sale Transaction to partially repay $63.0~~$107.0 million aggregate outstanding principal amount of the ~~outstanding~~Senior Subordinated Term Loan (the “Senior Subordinated Term Loan;” the agreement in respect to such loan is referred to as the “Senior Subordinated Term Loan Agreement”) made from MacAndrews & Forbes to Products Corporation in 2008 in the original aggregate principal amount of $170 million (such $48.6 million of the ~~MacAndrews & Forbes~~ Senior Subordinated Term ~~Loan. Following such partial repayment, there remained outstanding $107~~Loan being the “Contributed Loan;” the remaining $58.4 million in ~~aggregate~~ principal amount ~~under~~of the ~~MacAndrews & Forbes Senior Subordinated Term Loan.~~

~~Pursuant to a November 2008 amendment, the MacAndrews & Forbes~~ Senior Subordinated Term Loan is ~~scheduled~~referred to ~~mature on~~as the ~~earlier~~“Non-Contributed Loan”), representing $5.21 of ~~(1)~~outstanding principal amount for each of the ~~date that~~9,336,905 shares of Revlon, Inc.’s Class A Common Stock exchanged in the Exchange Offer, and Revlon, Inc. ~~issues equity with gross proceeds of at least $107 million, which proceeds would be contributed~~issued to ~~Products Corporation and used to repay the $107 million remaining aggregate principal balance of the~~ MacAndrews & Forbes 9,336,905 shares of Class A Common Stock at a ratio of one share of Class A Common Stock for each $5.21 of outstanding principal amount of the Senior Subordinated Term Loan ~~or (2) August 1, 2010, in consideration for the payment of an extension fee of 1.5%~~contributed to Revlon. Also upon consummation of the ~~aggregate principal amount outstanding under~~Exchange Offer, the ~~loan. The MacAndrews & Forbes~~terms of the Senior Subordinated Term Loan ~~continues~~Agreement were amended to ~~provide that~~extend the maturity date on the Contributed Loan which remains owing from Products Corporation to Revlon, Inc. from August 2010 to October 8, 2013, to change the annual interest rate on the Contributed Loan from 11% to 12.75%, to extend the maturity date on the Non-Contributed Loan from August 2010 to October 8, 2014 and to change the annual interest rate on the Non-Contributed Loan from 11% to 12%.

Interest under the Senior Subordinated Term Loan is payable in arrears in cash on January 8, April 8, July 8 and October 8 of each year. Products Corporation may, at its option, prepay such loan, in whole or in part (together with accrued and unpaid interest), at any time prior to its respective maturity dates without premium or ~~penalty.~~penalty,provided that prior to such loan’s respective maturity dates all shares of Revlon, Inc.’s Preferred Stock have been or are being concurrently redeemed and all payments due thereon are paid in full or are concurrently being paid in full.

The Senior Subordinated Term Loan is an unsecured obligation of Products Corporation and is subordinated in right of payment to all existing and future senior debt of Products Corporation, currently including indebtedness under (i) Products Corporation’s 2010 Credit Agreements (as defined below), and (ii) Products Corporation’s 93/4% Senior Secured Notes. Prior to its respective maturity dates, the Senior Subordinated Term Loan is also subordinated in right of payment to Revlon, Inc.’s Preferred Stock. The Senior Subordinated Term Loan has the right to payment equal in right of payment with any present and future senior subordinated indebtedness of Products Corporation.

The Senior Subordinated Term Loan Agreement contains various restrictive covenants, cross acceleration provisions, customary events of default for loan agreements of such type, and change of control provisions.

In connection with the closing of the MacAndrews & Forbes Senior Subordinated Term Loan, Revlon, Inc. and MacAndrews & Forbes entered into a letter agreement in January 2008 pursuant to which Revlon, Inc. agreed that if Revlon, Inc. conducts any equity offering before full payment of the MacAndrews & Forbes Senior Subordinated Term Loan, and, if MacAndrews & Forbesand/or its affiliates elects to participate in any such offering, MacAndrews & Forbesand/or its affiliates may pay for any shares it acquires in such offering either in cash or by tendering debt valued at its face amount under the ~~MacAndrews & Forbes Senior Subordinated Term~~Non-Contributed Loan, ~~Agreement,~~ including any accrued but unpaid interest, on a dollar for dollar basis, or in any combination of cash and such debt. Revlon, Inc. is under no obligation to conduct an equity offering and MacAndrews & Forbes and its affiliates are under no obligation to subscribe for shares should Revlon elect to conduct an equity offering.

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Contribution and Stockholder Agreement

In ~~approving~~connection with consummating the Exchange Offer, Revlon, Inc. and MacAndrews & Forbes ~~Senior Subordinated Term Loan~~entered into a Contribution and Stockholder Agreement on August 9, 2009 (as amended, the “Contribution and Stockholder Agreement”), pursuant to which through October 8, 2013:


	•	During any period in which Revlon, Inc. may not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, Revlon, Inc. will file or furnish, as appropriate, with the SEC on a voluntary basis all periodic and other reports that are required of a company that is subject to such reporting requirements;

	•	Revlon, Inc. will maintain a majority of independent directors on its Board of Directors, each of whom meets the “independence” criteria as set forth in Section 303A.02 of the NYSE Listed Company Manual; and

	•	Revlon, Inc. will not engage in any transaction with any affiliate, other than Revlon, Inc.’s subsidiaries, or with any legal or beneficial owner of 10% or more of the voting power of Revlon, Inc.’s voting stock, unless, in each case subject to certain exceptions (i) any such transaction or series of related transactions involving aggregate payments or other consideration in excess of $5 million has been approved by all of Revlon, Inc.’s independent directors and (ii) any such transaction or series of related transactions involving aggregate payments or other consideration in excess of $20 million has been determined, in the written opinion of a nationally recognized investment banking firm, to be fair, from a financial point of view, to Revlon, Inc.

MacAndrews & Forbes agreed that it will not complete certain short-form mergers under Section 253 of the DGCL unless either (i) such transaction has been approved in ~~November 2007~~advance by a majority of the independent directors of Revlon, Inc.’s Board of Directors, as well as satisfying certain other conditions; or (ii) the short-form merger is preceded by a “qualifying tender offer” (as defined in the Contribution and Stockholder Agreement) for the shares of Class A Common Stock held by persons other than MacAndrews & Forbes, subject to certain other conditions. In any such merger, the holders of Preferred Stock would retain their shares of Preferred Stock, or receive shares of preferred stock in the surviving corporation of such merger with terms identical to, or no less favorable than, the terms of the Preferred Stock (with, for the avoidance of doubt, the same terms as though issued on the date of original issuance of the Preferred Stock).

Fidelity Stockholders’ Agreement

In connection with the 2004 Revlon Exchange Transactions, in February 2004 Revlon, Inc. and Fidelity Management & Research Co. (“Fidelity”), a wholly-owned subsidiary of FMR LLC (“FMR”), entered into a stockholders agreement (the “Stockholders’ Agreement”) pursuant to which, among other things, Revlon, Inc. (i) agreed to continue to maintain a majority of independent directors (as defined by NYSE listing standards) on its ~~extension in November 2008,~~Board of Directors, as it currently does; (ii) established and maintains its Governance Committee of the Board of ~~Directors determined that~~Directors; and (iii) agreed to certain restrictions with respect to conducting any business or entering into any transactions or series of related transactions with any of its affiliates, any holders of 10% or more of the outstanding voting stock or any affiliates of such holders (in each case, other than its subsidiaries). This Stockholders’ Agreement terminates, by its terms, ~~were more favorable~~when Fidelity ceases to be the beneficial holder of at least 5% of the Company’s outstanding voting stock. Fidelity advised the Company ~~than those~~ that, ~~were available to~~as of the April 8, 2010 record date for Revlon, Inc.’s 2010 Annual Stockholders’ Meeting, FMR (singly or together with other affiliates of Fidelity) owned 8,233,526 shares of Revlon, Inc.’s outstanding Class A Common Stock and Preferred Stock, in the aggregate, representing approximately 9.2% of Revlon, Inc.’s issued and outstanding shares of voting capital stock at such date. Subsequently, however, Fidelity filed a Schedule 13F with the SEC on February 11, 2011, indicating that it owned 1,013,000 shares of Class A Common Stock as of December 31, 2010. The Company ~~from commercial lenders at both the time~~does not know how many shares of ~~entering into the loan~~Class A Preferred Stock Fidelity may own and ~~its extension. While such transactions were pre-approved transactions under the Company’s Related Party Transaction Policy, the Company’s Board of Directors reviewed and approved the entering into~~there is no public record of such transactions in November 2007 and November 2008 and in accordance with such policy, the Board’s Governance Committee, consisting solely of independent directors, reviewed the terms of such transactions.ownership.

Other

Pursuant to a lease dated April 2, 1993 (the “Edison Lease”), Revlon Holdings leased to Products Corporation the Edison, ~~N.J.~~NJ research and development facility for a term of up to 10 years with an annual rent of $1.4 million and certain shared operating expenses payable by Products Corporation which, together with the annual rent, were not to exceed $2.0 million per year. In August 1998, Revlon Holdings sold the Edison facility to an unrelated third party,

48

which assumed substantially all liability for environmental claims and compliance costs relating to the Edison facility, and in connection with the sale Products Corporation terminated the Edison Lease and entered into a new lease with the new owner. Revlon Holdings agreed to indemnify Products Corporation through September 1, 2013 (the term of the new lease) to the extent that rent under the new lease exceeds the rent that would have been payable under the terminated Edison Lease had it not been terminated. Effective October 2010, Products Corporation entered into a renewal of the lease with the owner through September 2025. The Revlon Holdings indemnification will terminate on September 1, 2013. The net amount reimbursed by Revlon Holdings to Products Corporation with respect to the Edison facility for ~~2008~~2010 was approximately ~~$0.4~~$0.3 million.

Certain of Products Corporation’s debt obligations, including its amended and restated bank term loan agreement and its multi-currency revolving credit agreement (the ~~“2006~~“2010 Credit Agreements”), and its 93/4% Senior Secured Notes, have been, and may in the future be, supported by, among other things, guaranties from the Company and, subject to certain limited exceptions, all of the

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domestic subsidiaries of Products Corporation. The obligations under such guaranties are and were secured by, among other things, the capital stock of Products Corporation and, subject to certain limited exceptions, the capital stock of all of Products Corporation’s domestic subsidiaries and 66% of the capital stock of Products Corporation’s and its domestic subsidiaries’ first-tier foreign subsidiaries.

During 2008, Products Corporation paid approximately $0.4 million to a nationally-recognized security services company, in which MacAndrews & Forbes had a controlling interest, for security officer services. Products Corporation’s decision to engage such firm was based upon its expertise in the field of security services, and the rates were competitive with industry rates for similarly situated security firms. Effective in August 2008, MacAndrews & Forbes disposed of its interest in such security services company and accordingly from and after such date such company is no longer a related party.

Review and Approval of Transactions with Related Persons

Under the Company’s long-standing practices and standard procedures and under Products Corporation’s indenture, credit agreements and other debt instruments, related party transactions must be upon terms no less favorable to the Company than would be obtainable at the time in a comparable transaction in arm’s length dealings with unrelated third parties and the terms of any such transaction must be set forth in writing. In addition, with respect to any transactions or series of transactions involving payments or other consideration in excess of $5.0 million, pursuant to Products Corporation’s indenture, such transactions must be approved by all of Products Corporation’s independent directors. For any transaction or series of transactions involving payments or other consideration in excess of $20.0 million, pursuant to Products Corporation’s indenture, such transaction or series of transactions must be approved by all of Products Corporation’s independent directors and determined, in the written opinion of a nationally recognized, investment banking firm, to be fair, from a financial point of view, to the Company.

~~Certain limited transactions, such as transactions previously approved by the Board of Directors and disclosed in the Company’sForm 10-Ks~~ and proxy statements, certain routine transactions between the Company and its subsidiaries, compensation arrangements between the Company and its officers and directors (provided they hold less than 10% of the Company’s common stock), transactions which are permitted under the Company’s indentures, credit agreements and other debt instruments as in effect from time to time, and inventory transactions entered into the ordinary course of business, are excluded from these requirements.

The Company also has a detailed written Conflicts of Interest Policy which specifically provides, among other things, that each of the Company’s directors, officers and employees has a responsibility to avoid, and to cause their immediate family members to avoid, any interest, activity or relationship that may interfere or conflict with the performance of his or her duties to the Company in a loyal and effective manner to the best of his or her ability and in the Company’s best interest. Under the Conflicts of Interest Policy, it is recognized that conflicts of interest do not include any interest, relationship or activity in which an interested person has a direct or indirect involvement or interest if the terms of such interest, relationship or activity are at least as favorable to the Company as terms that would be available at the time for a comparable interest, relationship or activity in arm’s length dealings with unrelated third parties.

~~In March 2007, the Company’s Board of Directors formalized these practices and procedures by adopting the~~ Revlon, Inc. Related Party Transaction Policy ~~which~~(the “Policy”) serves as a set of guidelines for the approval of interested transactions with related parties. Under ~~this~~the Policy, related party transactions are subject to the review, approvaland/or ratification of the Governance Committee, which is comprised solely of independent directors. The Policy also pre-approves a series of related party transactions including, among others: (i) certain employment relationships and related compensatory arrangements with executive officers, which are either approved by the Compensation Committee or disclosed in the Company’s annual proxy statement, if so required; (ii) transactions related to the ownership of the Company’s common stock where all stockholders are receiving the same or substantially the same pro rata benefit; (iii) competitively-bid transactions; (iv) transactions permitted under Products Corporation’s ~~indenture,~~indentures, credit agreements and other debt ~~instruments;~~instruments (copies of each of which are on file with the SEC); and (v) transactions described in the Company’s proxy statements or other SEC reports filed with or furnished to the SEC on or before the adoption of the Policy in March 2007.

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The Policy also delegates to the Chair of the Governance Committee the authority to approve certain related party transactions and all related party transactions approved by the Chair, as well as all related party transactions deemed pre-approved under the Policy, are to be periodically reviewed by the Governance Committee.transactions.

CODE OF BUSINESS CONDUCT AND SENIOR FINANCIAL OFFICER CODE OF ETHICS

The Company has a written Code of Business Conduct (the “Code of Business Conduct”) that includes a code of ethics (the “Senior Financial Officer Code of Ethics”) that applies to the Company’s Chief Executive Officer and senior financial officers, ~~(including~~including the Company’s Chief Financial Officer, Controller and persons performing similar ~~functions)~~functions (collectively, the “Senior Financial Officers”). ~~In addition to printable~~Printable copies of the Code of Business Conduct and the Senior Financial Officer Code of Ethics ~~being~~are available onatwww.revloninc.com under the ~~Company’s website,www.revloninc.com~~, the Company will provide a copy of the Code of Business Conduct and Senior Financial Officer Code of Ethics, without charge, upon written request to the Compliance Officer of the Company at Revlon, Inc., 237 Park Avenue, New York, NY, 10017, attention: Robert K. Kretzman.heading Investor Relations (Corporate Governance). If the Company changes the Senior Financial Officer Code of Ethics in any material respect or waives any provision of the Code of Business Conduct for its executive officers or Directors, including waivers of the Senior Financial Officer Code of Ethics for any of its Senior Financial Officers, the Company expects to provide the public with notice of any such change or waiver by publishing an appropriate description of such event on its corporate website,www.revloninc.com, or by other appropriate means as required or permitted under applicable rules of the SEC. The Company does not currently expect to make any such waivers.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company’s executive officers, directors and 10% stockholders may be required under the Exchange Act to file reports of ownership and changes in ownership with the NYSE and the SEC. The Company makes such SEC filings available on its ~~investor relations~~corporate website,www.revloninc.com, under the heading ~~“SEC Filings.”~~Investor Relations (SEC Filings). Copies of these reports also must be furnished to the ~~Company.~~Company by such filers.

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Based solely upon a review of copies of such reports furnished to the Company through the date hereof and written representations as to transactions consummated by the Company’s executive officers, directors and 10% ~~holders~~stockholders during the year, if any, the Company believes that all Section 16 filing requirements applicable to its executive officers, directors and 10% ~~holders~~stockholders were complied with during ~~2008.~~2010.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF KPMG LLP

The Audit Committee of the Board of Directors has selected, subject to ratification by the Company’s stockholders, KPMG LLP to audit the consolidated financial statements of the Company for the fiscal year ending December 31, ~~2009.~~2011.

The Sarbanes-Oxley Act of 2002 and Section 10A of the Exchange Act require that the Audit Committee of the Board of Directors be directly responsible for the appointment, compensation, retention and oversight of the audit work of the Company’s independent registered public accounting firm. Ratification by the stockholders of the selection of KPMG LLP is not required by law, the Company’s By-laws or otherwise. However, the Board of Directors is submitting the selection of KPMG LLP for stockholder ratification to ascertain stockholders’ views on the matter.

KPMG LLP has audited the consolidated financial statements of the Company and its predecessors for more than the past five consecutive years. Representatives of KPMG LLP are expected to be present at the ~~2009~~2011 Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate ~~questions.~~questions from stockholders.

The Audit Committee reviews audit and non-audit services performed by KPMG LLP, as well as the fees charged by KPMG LLP for such services. In its review of non-audit service fees, the Audit Committee received and discussed with KPMG LLP their annual written report on KPMG LLP’s independence from the Company and its management, as required by applicable requirements of the Public Company Accounting Oversight Board

43

regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with KPMG LLP that firm’s independence. The Audit Committee has satisfied itself that KPMG LLP’s provision of audit and non-audit services to the Company is compatible with KPMG LLP’s independence. Additional information concerning the Audit Committee and its activities with KPMG LLP can be found in the following sections of this Proxy Statement: “Board of Directors and its Committees” and “Audit Committee Report.” Information regarding the aggregate fees billed by KPMG LLP for services rendered to the Company for the fiscal years ended December 31, ~~2008~~2010 and December 31, ~~2007~~2009 can be found below under “Audit Fees.”

VOTE REQUIRED AND BOARD OF DIRECTORS’ RECOMMENDATION

The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2011 requires the affirmative vote of the holders of a majority of the total number of votes of Voting Capital Stock present in person or represented by proxy and entitled to vote at the 2011 Annual Meeting, voting as a single class. With respect to Proposal No. 2, all proxies properly submitted to the Company, unless such proxies are revoked prior to their being voted on, will be voted in accordance with the instructions given by the person ~~validly~~ submitting such proxy or, in the absence of such instructions, will be votedFORthe ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009.~~

~~VOTE REQUIRED AND BOARD OF DIRECTORS’ RECOMMENDATION~~

The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2009 will require the affirmative vote of the holders of a majority of the total number of votes of Common Stock present in person or represented by proxy and entitled to vote at the 2009 Annual Meeting, voting as a single class.2011. In determining whether ~~the proposal~~Proposal No. 2 has received the requisite number of affirmative votes, abstentions will be counted and will have the same effect as a vote against Proposal No. 2. ~~Broker non-votes are inapplicable~~Brokers will have discretionary authority to vote on Proposal No. 4 (ratification of the Company’s selection of its independent registered public accounting firm for 2011) absent instructions from the beneficial owner of the shares, as this is a “routine” proposal. MacAndrews & Forbes has informed the Company that it will voteFORthe ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009.~~

2011. Accordingly, the affirmative vote of MacAndrews & Forbes is sufficient, without the concurring vote of any other stockholder of the Company, to approve and adopt Proposal No. 2.

The Board of Directors unanimously recommends that stockholders vote FOR the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009.~~2011.

50

AUDIT FEES

The Board of Directors of Revlon, Inc. maintains its Audit Committee in accordance with applicable SEC rules and the NYSE’s listing standards. In accordance with its charter, a printable and current copy of which is available atwww.revloninc.com under the heading Investor Relations (Corporate Governance), the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the audit work of Revlon, Inc.’s independent auditors for the purpose of preparing and issuing its audit report or performing other audit, review or attest services for Revlon, Inc. The independent auditors, KPMG LLP, report directly to the Audit Committee and the Audit Committee is directly responsible for, among other things, reviewing in advance, and granting any appropriate pre-approvals of, (a) all auditing services to be provided by the independent auditor and (b) all non-audit services to be provided by the independent auditor (as permitted by the Exchange Act), and in connection therewith to approve all fees and other terms of engagement, as required by the applicable rules of the Exchange Act and subject to the exemptions provided for in such rules. The Audit Committee has an Audit Committee Pre-Approval Policy for pre-approving all permissible audit and non-audit services performed by KPMG LLP. The Audit Committee also has the authority to approve services to be provided by KPMG LLP at its meetings and by unanimous written consents.

For each year since 2005, the Audit Committee has approved an Audit Committee Pre-Approval Policy. During ~~2008,~~2010, an electronic printable copy of the ~~2008~~2010 Audit Committee Pre-Approval Policy was available at~~www.revloninc.com.~~www.revloninc.com under the heading Investor Relations (Corporate Governance). A copy of the Audit Committee Pre-Approval Policy in effect for ~~2009~~2011 is attached asAnnex B and an electronic printable copy of such policy is currently available at~~www.revloninc.com.~~www.revloninc.com under the heading Investor Relations (Corporate Governance).

44

The aggregate fees billed for professional services by KPMG LLP in ~~2008~~2010 and ~~2007~~2009 for these various services for Revlon, Inc. and Products Corporation in the aggregate were (in millions):


Types of Fees	2008		2007		2010		2009

Audit Fees		4.6	$	4.9		3.6		3.7
Audit-Related Fees		0.2	$	0.1		0.2		0.7
Tax Fees		0.3	$	0.5		0.2		0.2
All Other Fees		—		—		—		—

TOTAL FEES		5.1	$	5.5		4.0		4.6

In the above table, in accordance with the SEC definitions and rules, (A) “audit fees” are fees the Company paid KPMG LLP for professional services rendered for the audits of (i) Revlon, Inc.’s and Products Corporation’s annual financial statements; (ii) the effectiveness of Revlon, Inc.’s internal control over financial reporting; and (iii) the review of financial statements included in Revlon, Inc.’s and Products Corporation’s Quarterly Reports onForm 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements; (B) “audit-related fees” are fees billed by KPMG LLP for assurance and related services that are traditionally performed by the auditor, including services performed by KPMG LLP related to employee benefit plan audits and certain ~~equity issuances,~~transactions, including the ~~$100 Million Rights Offering~~Exchange Offer consummated by Revlon, Inc. in ~~January 2007,~~October 2009 and ~~attest~~Products Corporation’s November 2009 refinancing of its 91/2% Senior Notes due April 2011 with its new 93/4% Senior Secured Notes due November 2015 (the “93/4% Senior Secured Notes”), and attestation services not required by statute or regulation; (C) “tax fees” are fees for permissible tax compliance, tax advice and tax planning; and (D) “all other fees” are fees billed by KPMG LLP to the Company for any permissible services not included in the first three categories.

All of the services performed by KPMG LLP for the Company during ~~2008~~2010 and ~~2007~~2009 were either expressly pre-approved by the Audit Committee or were pre-approved in accordance with the Audit ~~Committee’s~~Committee Pre-Approval Policy, and the Audit Committee was provided with regular updates as to the nature of such services and fees paid for such services.

51

~~GENERAL RULES APPLICABLE TO~~PROPOSAL NO. 3

NON-BINDING, ADVISORY VOTE OF STOCKHOLDERS ON THE COMPANY’S
EXECUTIVE COMPENSATION

Pursuant to the recently enacted“say-on-pay” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which was signed into law in July 2010, and the corresponding implementing SEC rules (the “Dodd-Frank Act” or the “Act”), the Company is soliciting, under this Proposal No. 3, its stockholders’ advisory views on the Company’s executive compensation, as disclosed pursuant to Item 402 ofRegulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and narrative discussion set forth in this Proxy Statement. Pursuant to applicable law, the stockholder vote on the Company’s executive compensation is advisory in nature and non-binding.

VOTE REQUIRED AND BOARD OF DIRECTORS’ RECOMMENDATION

Under the Act, the stockholder vote on this matter is advisory and non-binding, and therefore the Company is not required to obtain any specific percentage of stockholder approval.

As more fully set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement, above, the Company believes that its executive compensation structure is designed to pay for performance, to align the interests of management and employees with corporate performance and shareholder interests and to attract and retain the personnel needed to enable the Company to execute its business strategy in a competitive environment and, as such, that it is reasonably designed and appropriate for its purposes. MacAndrews & Forbes has informed the Company that it will voteFORthe approval of the Company’s executive compensation, as disclosed pursuant to Item 402 ofRegulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and narrative discussion set forth the in this Proxy Statement. Accordingly, the affirmative vote of MacAndrews & Forbes is sufficient, without the concurring vote of any other stockholder of the Company, to approve and adopt Proposal No. 3 on a non-binding and advisory basis.

The Board of Directors unanimously recommends that stockholders adopt the following resolution by submitting their non-binding, advisory vote FOR approval of the Company’s executive compensation:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 ofRegulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company’s proxy statement in support of the 2011 Annual Meeting, is hereby approved.

PROPOSAL NO. 4

NON-BINDING, ADVISORY VOTE OF STOCKHOLDERS ON FREQUENCY OF FUTURE
NON-BINDING, ADVISORY VOTES ON EXECUTIVE COMPENSATION

Pursuant to the Dodd-Frank Act, the Company is soliciting, under this Proposal No. 4, its stockholders’ advisory views on how often the Company will solicit future stockholder non-binding advisory votes on the Company’s executive compensation (the subject of Proposal No. 3, above). Under the Act, stockholders’ advisory votes on executive compensation are to be solicited every one, two or three years, subject to stockholders’ non-binding, advisory views on the frequency of the“say-on-pay” vote, which, under the Act, are to be solicited at least every six years. Pursuant to applicable law, the stockholder vote on the future frequency of stockholders’“say-on-pay” is advisory in nature and non-binding.

VOTE REQUIRED AND BOARD OF DIRECTORS’ RECOMMENDATION

Under the Act, the stockholder vote on this matter is advisory and non-binding, and therefore the Company is not required to obtain any specific percentage of stockholder approval. Your proxy card will afford you the opportunity to select conducting a“say-on-pay” vote every one year, every two years or every three years (or to abstain), as provided in the Act. As permitted by the Act, the Company proposes to solicit its stockholders’ views on

52

“say-on-pay” every three years, as it believes that doing so more frequently would be burdensome, inefficient and not of meaningful value to stockholders and due to the fact that it is important to view the Company’s performance (and compensation for performance) over longer periods of time. MacAndrews & Forbes has informed the Company that it will vote for conducting future“say-on-pay” votes every three (3) years. Accordingly, the affirmative vote of MacAndrews & Forbes is sufficient, without the concurring vote of any other stockholder of the Company, to recommend conducting future“say-on-pay” votes on a triennial basis.

The Board of Directors unanimously recommends that stockholders submit their non-binding, advisory vote for conducting future advisory votes on executive compensation every THREE (3) YEARS.

SUBMISSION OF STOCKHOLDER PROPOSALS

~~Pursuant~~Stockholder proposals intended for inclusion in next year’s proxy statement pursuant toRule 14a-8 under the Exchange Act ~~holders of either: (1) at least $2,000 in market value of~~must be received by the Company’s Common Stock, or (2) 1% of the number of shares of Common Stock entitled to be voted on the proposal at the meeting, who have held such shares of Common Stock for at least one year, and who continue to hold those shares of Common Stock through the date of the 2010 Annual Meeting of Stockholders, may submit a proposal for inclusion in the Company’s proxy material for use in connection with the 2010 Annual Stockholders’ Meeting. In order to be eligible for consideration for such inclusion, the stockholder must transmit the proposal, along with: (1) his or her name; (2) address; (3) the number of shares of Common Stock that he or she holds of record or beneficially; (4) the dates on which the shares of Common Stock were acquired; (5) documentary support for claims of beneficial ownership of Common Stock that comply with~~Rule 14a-8;~~ and (6) a written statement that the stockholder intends to continue to hold the Common Stock through the date of the 2010 Annual Stockholders’ Meeting, in writing, by certified mail — return receipt requested, to the Company’s Assistant Secretary, at Revlon, Inc., 237 Park Avenue, 14th Floor, New York, NY 10017, attention: Michael T. Sheehan. Stockholder proposals intended to be presented in the Company’s proxy material for use in connection with the 2010 Annual Stockholders’ Meeting must be received by the Company’s Assistant Secretary bySheehan, no later than December ~~22, 2009.~~

~~With respect~~21, 2011 (provided, however, if the date of the annual stockholders’ meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before the Company begins to ~~matters not included in the~~print and send its proxy ~~statement pursuant to~~materials). The Company’s By-laws require that proposals of stockholders made outside ofRule 14a-8 under the Exchange Act (i.e., proposals that are not to be included in the ~~Company’s By-laws require advance notice. Specifically, pursuant~~proxy statement, but to be otherwise considered at the annual meeting) must comply with the requirements of Article II, Section 3 of the Company’s By-laws ~~in order for business to be properly brought before an annual meeting (other than business specified in the proxy material), notice of such business~~and must be received by the ~~Company not less~~Company’s Secretary by no earlier than ~~sixty (60) days nor more~~March 4, 2012 and by no later than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting, and must include, among other things, (i) information regarding the proposed business to be brought before such meeting; (ii) the identity of the stockholder proposing the business; and (iii) the class of shares of the Company which are owned beneficially or of record by such stockholder; provided,April 3, 2012 (provided, however, that inif the ~~event that the~~2012 annual stockholders’ meeting is called for a date that is not within ~~thirty (30)~~30 days before or after ~~such~~the1-year anniversary of the 2011 Annual Meeting date, ~~notice by~~ the ~~stockholder,~~stockholder’s notice in order to be timely must be received by the Company’s Secretary not later than the close of business on the ~~tenth~~10th day following the earlier of the day on which such

45

notice of the date of the 2012 annual stockholders’ meeting ~~was~~is mailed or such public disclosure of the date of the 2012 annual stockholders’ meeting ~~was made, whichever occurs first. As a result, because the 2009 Annual Meeting~~ is within 30 days before or after the anniversary date of the 2008 Annual Stockholders’ Meeting, any notice of a stockholder nomination for candidates for the Board of Directors or any other stockholder proposal (other than stockholder proposals included in the proxy statement pursuant to~~Rule 14a-8~~ under the Exchange Act, of which there are none for the 2009 Annual Meeting) must have been received by the Company between March 7, 2009 and April 6, 2009. No such proposals were received. In addition, if the 2010 Annual Stockholders’ Meeting is within 30 days before or after the anniversary date of the 2009 Annual Meeting, then notice of a stockholder nomination for candidates for the Board of Directors or any other stockholder proposal (other than stockholder proposals under Rule 14a-8 under the Exchange Act) must be received by the Company between March 6, 2010 and April 5, 2010.

~~Rule 14a-4(c)(1)~~ ~~promulgated under the Exchange Act(“Rule 14a-4(c)(1)”)~~ governs the Company’s use of its discretionary proxy voting authority with respect to a stockholder proposal that is not addressed in the Company’s proxy statement. The rule provides that if a proponent of a proposal fails to notify a company at least 45 days prior to the first anniversary date of the date of distributing the prior year’s proxy statement (or a date specified in an advance notice provision in the Company’s By-laws), then the Company will be permitted to use its discretionary voting authority when the proposal is raised at the meeting, without any discussion of the matter in the proxy statement. Since the Company has an advance notice provision in its By-laws, as discussed in the preceding paragraph, the~~45-day~~ ~~period underRule 14a-4(c)(1)~~ does not apply. With respect to the 2009 Annual Meeting, the Company was not provided with notice of a stockholder proposal prior to April 6, 2009, and, accordingly, the Company will be permitted to use its discretionary voting authority as outlined above. With respect to the Company’s 2010 Annual Stockholders’ Meeting, assuming such meeting occurs within 30 days before or after the anniversary date of the 2009 Annual Meeting, if the Company is not provided notice of a stockholder proposal (other than stockholder proposals included in the proxy statement pursuant to~~Rule 14a-8~~ ~~under the Exchange Act) between March 6, 2010 and April 5, 2010, the Company will be permitted to use its discretionary voting authority as outlined above.~~

Additionally, holders of shares of Common Stock desiring to have proposals submitted for consideration at future meetings of the Company’s stockholders should consult the applicable rules and regulations of the SEC, including~~Rule 14a-8~~ under the Exchange Act, as such rule may be amended from time to time, with respect to such proposals, including the permissible number and length of proposals, the circumstances in which the Company is permitted to exclude proposals and other matters governed by such rules and regulations.made).

VOTING THROUGH THE INTERNET OR BY TELEPHONE

Our stockholders voting through the Internet or telephone should understand that there may be costs associated with such voting methods, such as usage charges from Internet access providers or telephone companies, which must be borne by the stockholder. To vote by telephone if you are astockholder of recordof our ~~Common~~Voting Capital Stock as of the Record Date, call toll free1-800-690-6903 and follow the instructions provided by the recorded message. To vote by telephone if you are abeneficial ownerof our ~~Common~~Voting Capital Stock as of the Record Date (i.e., your shares are held in a brokerage account or by another nominee), call the toll free number listed on your voting instruction form or follow the instructions provided by your broker. To vote through the Internet, log on to the Internet and go towww.proxyvote.com and follow the steps on the secure website. In either case, have your Control Number(s) listed on your Internet Notice or proxy available for voting.

ADDITIONAL INFORMATION

The Company will provide shareholders with a copy of its Annual Report onForm 10-K for the fiscal year ended December 31, ~~2008~~2010 filed with the SEC on February ~~25, 2009,~~17, 2011, including financial statements and financial statement schedules, ~~and any Quarterly Reports onForm 10-Q~~ filed thereafter, as well as copies of the Corporate Governance Guidelines, Board Guidelines for Assessing Director Independence and the charters of the Audit Committee, Compensation Committee and Governance Committee, without charge, upon written request to the Company’s ~~Assistant~~ Secretary, at Revlon, Inc., 237 Park Avenue, 14th Floor, New York, NY 10017, attention: Michael T. Sheehan (or via email tomichael.sheehan@revlon.com). In order

46

to ensure timely delivery of such documents prior to the ~~2009~~2011 Annual Meeting, any request should be sent to the Company promptly.

For your convenience, please note that current electronic printable copies of the Company’s Annual Report onForm 10-K and Quarterly Reports onForm 10-Q, as well as a copy of our Internet Notice and this Proxy Statement, are available on the Company’s website atwww.revloninc.com, under the heading ~~“SEC~~SEC Filings,” as well as the SEC’s website atwww.sec.gov through the Filings and Forms (EDGAR) pages. In addition, electronic printable copies of the Corporate Governance Guidelines, Board Guidelines for Assessing Director Independence, Code of Business Conduct, Audit Committee Pre-Approval Policy and the current charters of the Audit Committee, Compensation

53

Committee and Governance Committee are available ~~on the Company’s website~~ atwww.revloninc.com, under the heading ~~“Corporate~~Corporate Governance.” Any person wishing to receive an electronic copy of Revlon’s ~~2008~~2010Form 10-K, without charge, may send an email making such a request and including a return email address tomichael.sheehan@revlon.com (note that the Company’s ability to respond may be subject to file size limitations imposed by Internet service providers ande-mail services).

OTHER BUSINESS

Management does not intend to present any other items of business and is not aware of any matters other than those set forth in this Proxy Statement that will be presented for action at the ~~2009~~2011 Annual Meeting. However, if any other matters properly come before the ~~2009~~2011 Annual Meeting, the persons designated by the Company as proxies may vote the shares of ~~Common~~Voting Capital Stock that they represent in their discretion.

By Order of the Board of Directors

Michael T. Sheehan

Senior Vice President, Deputy General Counsel and

~~and Assistant~~ Secretary

New York, NYNew York

April ~~21, 2009~~19, 2011

4754

Annex A

~~REVLON, INC. BOARD GUIDELINES FOR ASSESSING DIRECTOR INDEPENDENCE~~2010 Comparison Group

~~Any member of the Board of Directors of Revlon, Inc. (the “Company”) satisfying the following guidelines shall be “independent”:~~Towers Watson U.S. General Industry Executive Database — Total Sample*

1. ~~No Material Relationship with~~3M

7-Eleven

A&P

A.H. Belo

A.O. Smith (1)

A.T. Cross

Abbott Laboratories

Accenture

ACH Food

Acuity Brands (1)

Aeropostale (1)

Agilent Technologies

Agrium

Air Liquide

Air Products and Chemicals

Alcatel-Lucent

Alcoa

Alcon Laboratories

Alexander & Baldwin (1)

Allergan

Alliant Techsystems

Amazon.com

American Crystal Sugar (1)

Ameron

AMETEK (1)

Amgen

AOL (1)

APL

Appleton Papers (1)

Applied Materials

ARAMARK

Archer Daniels Midland

Arctic Cat

Armstrong World Industries (1)

Arrow Electronics

AstraZeneca

AT&T

Automatic Data Processing

Avanade (1)

Avis Budget Group

Ball

Barnes Group (1)

Barrick Gold of North America

Baxter International

Bayer CropScience

Beckman Coulter (1)

Belco

Best Buy

Big Lots

Biogen Idec

BJ’s Wholesale Club

Blockbuster

Blyth (1)

Boehringer Ingelheim

Boston Scientific

Bovis Lend Lease

Brady (1)

Bristol-Myers Squibb

Broadcom

Burlington Northern Santa Fe

Bush Brothers

C. H. Robinson Worldwide

Cadbury

Calgon Carbon

Callaway Golf (1)

Cameron International

Cardinal Health

CareFusion

Cargill

Carlson Companies

Carnival

Carpenter Technology (1)

Catalent Pharma Solutions (1)

Celgene (1)

Cemex

CenturyLink

Cephalon (1)

CF Industries (1)

CH2M Hill

Chemtura (1)

Chiquita Brands

Choice Hotels International

CHS

Cimarex Energy (1)

Cintas

Cisco Systems

Cliffs Natural Resources (1)

COACH (1)

Coca-Cola

Colgate-Palmolive

Columbia Sportswear (1)

ConAgra Foods

Continental Automotive Systems

ConvaTec (1)

Convergys (1)

Cooper Industries

Corning

Covance (1)

Covidien

Cox Enterprises

Crown Castle (1)

CSR

CSX

CVS Caremark

Cytec (1)

Daiichi Sankyo

Dana

Dannon

Darden Restaurants

Day & Zimmermann (1)

Dean Foods

Del Monte Foods

Dell

Delta Air Lines

Deluxe (1)

Denny’s

Dentsply (1)

Dex One (1)

Diageo North America

Dionex

Domtar

Donaldson (1)

Dow Chermical

Dow Corning

DuPont

E.W. Scripps

Eastman Chemical

Eaton

Ecolab

Eisai

Eli Lilly

EMC

EMCOR Group

EMI Music (1)

Equifax (1)

Equity Office Properties (1)

Essilor of America

Evergreen Packagaing

Express Scripts

Exterran (1)

Fair Isaac

Fairchild Controls

FANUC Robotics America (1)

Federal-Mogul

Fidelity National Information

Services

First Solar (1)

Fiserv

Flowserve

Fluor

Ford

Forest Laboratories

Fortune Brands

Freeport-McMoRan Copper& Gold

GAF Materials (1)

Gap

GATX (1)

Gavilon

General Atomics (1)

General Dynamics

General Mills

General Motors

Gezyme

Getty Images

Gilead Sciences

GlaxoSmithKline

Goodrich

Goodyear Tire & Rubber

Gorton’s

Graco

Greif (1)

Gruma

Grupo Ferrovial

GTECH (1)

GXS

H.J. Heinz

H.B. Fuller (1)

Hanesbrands

Hannaford

Harland Clarke (1)

Harley-Davidson

Hasbro

HBO

Henkel of America

Herman Miller (1)

Hershey

Hertz

Hewlett Packard

Hilton Worldwide

Hitachi Data Systems

HNI (1)

HNTB (1)

Hoffmann-LaRoche

Honeywell

Hormel Foods

Hospira

Houghton Mifflin Harcourt Publishing (1)

Hunt Consolidated (1)

Husky Injection Molding Systems (1)

Hyatt Hotels (1)

IBM

IDEXX Laboratiories (1)

IKON Office Solutions

IMS Health (1)

Infragistics

Intel

Intercontinental Hotels (1)

International Flavors & Fragrances (1)

International Paper

Invensys Controls (1)

ION Geophysical

Iron Mountain (1)

Irvin Company

ITT

J. Crew (1)

J.M. Sucker

J.R. Simplot

Jabil Circuit

Jack in the ~~Company~~. Such Director does not have any material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), as determined by the Board of Directors after taking into account all relevant facts and circumstances. For purposes of these guidelines, any transaction, relationship or arrangement that does not exceed the guidelines set forth in Sections (2) to (7) are immaterial and are not required to be considered by the Board;Box (1)

Jacobs Engineering

2. ~~Employment with the Company~~~~. Such director is not, and within the last three years has not been, employed by the Company, nor are any of his or her Immediate~~JM Family ~~members employed, or within the last three years have been employed, as an executive officer of, the Company;~~

Johnson & Johnson

3. ~~Direct Compensation from the Company of Less than $120,000~~. ~~The Director has not received, and none of his or her Immediate Family members have received, more than $120,000 in direct compensation from the Company during any12-month~~ period within the last three years. In calculating such compensation, the following will be excluded — (i) Director and committee fees and pension or other forms of deferred compensation for prior service (provided such deferred compensation is not contingent in any way on continued service), (ii) compensation paid to a Director for service as an interim Chairman, CEO or other executive officer, (iii) compensation paid to an Immediate Family member for service as an employee of the Company (other than as an executive officer), and (iv) dividend or interest income and bona fide and documented reimbursed business expenses;Johnson Controls

Kaman Industrial Technologies (1)

4. ~~No Material Business Dealings~~. The Director is not a current employee of, nor are any of the Director’s Immediate Family members a current executive officer of, a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues (as reported for the last completed fiscal year of such other company);

5. ~~No Affiliation with the Company’s Auditor~~. The Director is not a current partner or employee of a firm that is the Company’s internal or external auditor; no Immediate Family member of the Director is a current (i) partner of such a firm or (ii) employee of such a firm and personally works on the Company’s audit; and the Director and his or her Immediate Family members must not have been within the last three years a partner or employee of such a firm and who personally worked on the Company’s audit within that time;

6. ~~No Interlocking Directorates~~. The Director is not, and within the last three years has not been, employed, and no Immediate Family member of the Director is, and within the last three years has not been, employed, as an executive officer of another company where either the Company’s Chief Executive Officer or Chief Financial Officer or any other executive officer of the Company at the same time serves or served on such other company’s compensation committee; and

7. ~~No Material Charitable Contributions~~. The Director has not been an executive officer of a tax exempt organization to which the Company has made charitable contributions exceeding the greater of (1) $1 million per year or (2) 2% of the tax exempt organization’s annual consolidated gross revenues from all sources, in each case as measured during the tax exempt organization’s last completed fiscal year.

~~For purposes of these guidelines —~~

~~1. references to the “Company” in items 1 through 7 above include any parent and subsidiary entities within Revlon, Inc.’s consolidated group;~~

~~2. references to a member of a Director’s “Immediate Family” include his or her spouse, parents, children, siblings, mother- andfather-in-law,~~ ~~daughters- andsons-in-law,~~ ~~sisters- andbrothers-in-law~~ ~~and anyone who share such Director’s home (excluding employees); provided that individuals who are no longer Immediate Family~~KBR

A-1

members as a result of legal separation or divorce, or those who have died or become incapacitated, as well as step-children that do not share such Director’s home or the in-laws of such step-children, do not need to be considered; andKellogg

Kimberly-Clark

King Pharmaceuticals (1)

Kinross Gold (1)

KLA-Tencor (1)

Knowles Electronics

Koch Industries

Kohler

Kohl’s

L.L. Bean (1)

L-3 Communications

Lafarge North America

Lance (1)

Land O’Lakes

Lear

Leggett & Platt (1)

Level 3 Communications

Levi Strauss

Life Techonolgies (1)

Lockeheed Martin

Lorillard Tobacco

MAG Industrial Automation Systems (1)

Magellan Midstream Partners (1)

Marriott International

Martin Marietta Materials (1)

Mary Kay (1)

Masco

Mattel

Matthews International

McClatchy (1)

McDermott

McDonald’s

McGraw-Hill

McKesson

MeadWestvaco

Medicines Company

MedImmue

Medtronic

Merck & Co.

Microsoft

Milacron

Millipore (1)

Mine Safety Appliances (1)

Mizuno USA (1)

Molson Coors Brewing (1)

Molycorp Minerals

Monsanto

Mosaic

Motorola

Murphy Oil

MWH Global (1)

Navistar International

Nestle USA

NetJets

New York Times (1)

Newmont Mining

NewPage (1)

NIKE

Nissan North America

Nokia

Noranda Aluminun

Norfolk Southern

Northrop Grumman

Novartis

Novartis Consumer Health

Novell (1)

Novo Nordisk Pharmaceuticals

Nycomed US

Nypro (1)

Occidential Petroleumn

Office Depot

Orange Business Services

Oshkosh

Owens-Corning

Owens-Illinois

Parker Hannifin

Parsons (1)

PepsiCo

PerkinElmer (1)

Pervasive Software

PetSmart

Pfizer

Pitney Bowes

Pittsburgh Corning

Plexus (1)

Polaris Industries (1)

Polymer Group (1)

PolyOne (1)

Potash

PPG Industries

Praxair

Pulte Homes

Purdue Pharma (1)

QUALCOMM

Quest Diagnostics

Quintiles (1)

R.R. Donnelley

Ralcorp Holdings

Redcats USA

Reddy Ice

Revlon (1)

RF Micro Devices (1)

Rio Tinto

Roche Diagnostics

Rockwell Automation

Rockwell Collins

Ryder System

S.C. Johnson

Safety-Kleen Systems (1)

SAIC

Sanofi-Aventis

Sanofi-Pasteur

SAS Institution (1)

SCA Americas

Schlumberger

Schreiber Foods

Schwan’s (1)

Seagate Technology

Sealed Air

Sensata Technologies (1)

Sensient Technologies (1)

Sherwin-Williams

Shire Pharmaceuticals (1)

Siemens

Simpson Manaufacturing

Sirius XM Radio (1)

Skype (1)

Smith & Nephew

Smurfit-Stone Container

Snap-On (1)

Sodexo

Sonoco Products

Sony Corporation

Spirit AeroSystems

Sprint Nextel

SPX

SRA International (1)

Stantec (1)

Starbucks

Star Tek

Starwood Hotels & Resorts

Steelcase (1)

Stryker

Sunoco

Swagelok (1)

Sybron Dental Specialities

Synacor

Takeda Pharmaceutical Company

Limited

Target

Taubaman Centers

Tellabs (1)

Temple-Inland

Teradata (1)

Terex

Textron

Thomas & Betts (1)

Time Warner

Time Waner Cable

Timken (1)

T-Mobile USA

Toro (1)

Total System Services (1)

Trinity Industries (1)

TRW Automotive

TUI

Tupperware (1)

Tyco Electronics

U.S. Foodservice

Unifi

Unilever United States

Union Pacific

Unisys

United Airlines

United Parcel Service

United Rentals (1)

United States Cellular

United States Steel

United Techonologies

USG (1)

Valero Energy

Verde Realty

Verizon

Vertex Pharmaceuticals

VF

Viacom

Village Farms

Vision Service Plan (1)

Vistar

Visteon

Volvo Group North America

Vulcan Materials (1)

VWR International

Walt Disney

Waste Management

Watson Pharmaceuticals (1)

Watts Water Technologies (1)

Wendy’s/Arby’s Group

Western Digital

Weyerhaeuser

Whole Foods Market

Wm. Wrigley Jr.

Wyndham Worldwide

Yahoo!

YRC Worldwide

Yum! Brands

Zale (1)

3. the term “executive officer” means a president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller) of the Company, any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Officers of the Company’s parent or subsidiaries shall be deemed “executive officers” of the Company if they perform such policy-making functions for the Company.

~~Last updated as of September, 2008.~~


*		The Towers Watson “Total Sample” executive database of companies reflected in thisAnnex A was used to benchmark Named Executive Officers’ 2010 total compensation. In cases wheresub-categories of this database provided more comparable roles and responsibilities against which to benchmark, those more comparable sectors were used. Mr. Kennedy’s total compensation was benchmarked against the Total Sample database; Messrs. Ennis’, Elshaw’s, Kretzman’s and Berns’ compensation was benchmarked against the Towers Watson executive database sector of $1 — $3 billion revenue companies.

(1)		These companies are within thesub-category of $1 — $3 billion revenue companies.

A-2

Annex B

REVLON, INC.

~~2009~~2011 AUDIT COMMITTEE PRE-APPROVAL POLICY

I. Statement of Principles

The Audit Committee is required to pre-approve the audit and non-audit services performed by the Company’s independent auditor, KPMG LLP (“KPMG LLP” or the “independent auditor”), in order to assure that KPMG LLP’s provision of such services do not impair its independence. Unless a type of service to be provided by the independent auditor is within the pre-approved services and dollar limits set forth in the appendices attached to this Policy, the provision of such service by the independent auditor will require specific pre-approval by the Audit Committee.

The appendices to this Policy describe the Audit Services, Audit-Related Services, Tax Services and All Other Services that have the general pre-approval of the Audit Committee for ~~2009,~~2011, as well as the applicable dollar limits for the particular services. The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on its subsequent determinations. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

II. Delegation

The Audit Committee may delegate pre-approval authority to one or more of its members for Audit-Related, Tax Services or All Other Services ~~each~~(each as defined ~~below,~~below) to be provided by the independent auditor (but excluding Annual Audit Services referred to in Section III below and prohibited services referred to in Section VII below). Specifically, the Chairman of the Audit Committee may approve services which are not Annual Audit Services referred to in Section III below or prohibited services referred to in Section VII below if the fees as to any applicable project will not exceed $35,000, provided that the independent auditor complies with any applicable rules or requirements of this Policy to document the services to the Audit Committee and to discuss such services with the Audit Committee. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at least quarterly on the services provided by KPMG LLP and the approximate fees paid or payable to KPMG LLP for such services ~~provided by KPMG LLP~~ during the preceding quarter, including a report on any services pre-approved during such quarter by the Chairman of the Audit Committee pursuant to this Section II.

III. Audit Services

The terms and fees of the annual Audit Services engagement, including, without limitation, the independent auditor’s services in connection with the audit of the Company’s annual financial statements, the independent auditor’s review of the Company’s financial statements included in the Company’s quarterly reports onForm 10-Q and the independent auditor’s testing and attestation on management’s report on the effectiveness of the Company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, will be subject to the specific pre-approval of the Audit Committee. The Audit Committee will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope or other matters.

In addition to the foregoing annual Audit Services engagement, the Audit Committee may grant pre-approval for other Audit Services, which are those services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements for those fiscal years and other services that generally only the independent auditor reasonably can provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. The Audit Committee has pre-approved the other Audit Services listed inAppendix A, provided that such services do not exceed the pre-approved fees set forth on Appendix A. All other Audit Services not listed in Appendix A must be specifically pre-approved by the Audit Committee.

B-1

IV. Audit-related Services

Audit-Related Services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent auditor, and in each case which are not covered by the Audit Services described in Section III. Such services could include, among other things, employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, attest services and internal control reviews that are not required by statute and regulation and consultations concerning financial accounting and reporting standards. The Audit Committee believes that the provision of Audit-Related Services does not impair the independence of the auditor, and has pre-approved the Audit-Related Services listed inAppendix B, provided that such services do not exceed the pre-approved fees set forth on Appendix B. All other Audit-Related Services not listed in Appendix B must be specifically pre-approved by the Audit Committee, except to the extent covered by the delegation authority under Section II above. As to all non-audit internal control services for the Company, the independent auditor must — (1) describe in writing to the Audit Committee the scope of the proposed non-audit internal control service; (2) discuss with the Audit Committee any potential effects on the independent auditor’s independence that could be caused by the independent auditor’s performance of the proposed non-audit internal control service; and (3) document the substance of such discussions with the Audit Committee.

V. Tax Services

The Audit Committee believes that the independent auditor can provide certain Tax Services to the Company, such as (i) tax compliance (e.g., preparing original and amended state and federal corporate tax returns, planning for estimated tax payments and preparation of tax return extensions); (ii) tax advice; and (iii) tax planning, , without impairing the auditor’s independence. Tax advice and tax planning could include, without limitation, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans and request for rulings or technical advice from taxing authorities. However, the Audit Committee will not permit the retention of the independent auditor (or any affiliate of the independent auditor) in connection with the provision of any prohibited tax service listed inExhibit 1 to the Company or its affiliates, as the PCAOB has determined that such prohibited tax services would impair the independent auditor’s independence.

The Audit Committee has pre-approved the Tax Services listed inAppendix C, provided that such services do not exceed the pre-approved fees set forth on Appendix C. All other Tax Services for the Company not listed in Appendix C must be specifically pre-approved by the Audit Committee, except to the extent covered by the delegation authority under Section II above, provided that the independent auditor complies with any applicable rules and the following requirements to document the applicable Tax Services to the Audit Committee and to discuss such services with the Audit Committee.

As to all Tax Services for the Company, the independent auditor must — (1) describe in writing to the Audit Committee the scope of the proposed Tax Service, the proposed fee structure for the engagement and any agreement between the independent auditor and the Company and its affiliates relating to the proposed Tax Service; (2) describe in writing to the Audit Committee any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the independent auditor or any of its affiliates and any person (other than the Company and its affiliates) with respect to the promoting, marketing or recommending of any transaction covered by the Tax Service; (3) discuss with the Audit Committee any potential effects of the proposed Tax Services on the independence of the independent auditor; and (4) document the substance of such discussions with the Audit Committee.

VI. All Other Services

The Audit Committee may grant general pre-approval to those permissible non-audit services classified as All Other Services that it believes are routine and recurring services, and would not impair the independence of the auditor, provided such All Other Services may not include Audit Services referred to in Section III above or prohibited services referred to in Section VII below. The Audit Committee has pre-approved the All Other Services listed inAppendix D, provided that such services do not exceed the pre-approved fees set forth on Appendix D. Permissible All Other Services other than those listed in Appendix D must be specifically pre-approved by the Audit Committee, except to the extent covered by the delegation authority under Section II above.

B-2

VII. Prohibited Services

The Company will not retain its independent auditors for any services that are “prohibited services” as defined by applicable statutes or regulations, as may be in effect from time to time, including, without limitation, those services prohibited by Section 201(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s or the PCAOB’s rules and regulations and such other rules and regulations as may be promulgated thereunder from time to time. Attached to this policy asExhibit 1 is a current list of the SEC’s and PCAOB’s prohibited non-audit services, ~~as of November 1, 2007,~~ including prohibited tax services.

VIII. Pre-Approval Fee Levels

Pre-approval fee levels for all services to be provided by the independent auditor will be established annually by the Audit Committee. Any services proposed ~~services~~to be provided by the independent auditors during a fiscal year exceeding these levels will require specific pre-approval by the Audit Committee.

IX. Procedures

Requests or applications to provide services that require specific approval by the Audit Committee may be submitted to the Audit Committee by the independent auditor and any of the Company’s Chief Financial Officer, Corporate Controller or Chief Legal Officer.

B-3

Appendix A

Pre-Approved Audit Services for Fiscal Year ~~2009~~2011

Dated: ~~November 4, 2008~~October 26, 2010


	Total Pre-Approved
	Annual Fees for
	Pre-Approved Audit
Service	Services:

Statutory audits or financial audits for subsidiaries of the Company	$	50,000
Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters, consents), and assistance in responding to SEC comment letters
Consultations by the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard setting bodies

B-4

Appendix B

Pre-Approved Audit-Related Services for Fiscal Year ~~2009~~2011

Dated: ~~November 4, 2008~~October 26, 2010


	Total Pre-Approved
	Annual Fees for
	Pre-Approved
	Audit-Related
Service	Services:

1. Due diligence services pertaining to potential business acquisitions/dispositions	$	200,000
2. Financial statement audits of employee benefit plans
3. Agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters
4. Attest services and internal control reviews not required by statute or regulation
5. Audit work in connection with liquidations and contract terminations; legal entity dissolution/restructuring assistance; and inventory audits

The foregoing pre-approval of non-audit internal control services identified on this Appendix B is subject in all cases to compliance with Section IV of this Pre-Approval Policy, including without limitation, compliance with applicable rules to document the services to the Audit Committee and to discuss such services with the Audit Committee.

B-5

Appendix C

Pre-Approved Tax Services for Fiscal Year 2009*2011*

Dated: ~~November 4, 2008~~October 26, 2010


	Total Pre-Approved
	Annual Fees for
	Pre-Approved
Service	Tax Services:

1. U.S. federal, state and local tax compliance, including, without limitation, review of income, franchise and other tax returns	$	300,000
2. International tax compliance, including, without limitation, review of income, franchise and other tax returns
3. U.S. federal, state and local tax advice, including, without limitation, general tax advisory services
4. International tax advice, including, without limitation, intercompany pricing and advanced pricing agreement services, general tax advisory services and tax audits and appeals services


*		The foregoing pre-approval of Tax Services identified on this Appendix C is subject in all cases to compliance with Section V of this Pre-Approval Policy, including without limitation, compliance with applicable rules to document the services to the Audit Committee and to discuss such services with the Audit Committee.

B-6

Appendix D

Pre-Approved All Other Services for Fiscal Year ~~2009~~2011

Dated: ~~November 4, 2008~~October 26, 2010


	Total Pre-Approved
	Annual Fees for
	Pre-Approved
Service	All Other Services:

All Other Services approved by the Chairman of the Audit Committee pursuant to Section II of this policy, provided that the independent auditor complies with any applicable rules and requirements of this Policy to document the services to the Audit Committee and to discuss such services with the Audit Committee (and in each case excluding Audit Services described in Section III and prohibited services described in Section VII).	$	35,000 per project

B-7

Exhibit 1


I.	PROHIBITED NON-AUDIT SERVICES


	•	Bookkeeping or other services related to the accounting records or financial statements of the audit client

	•	Financial information systems design and implementationimplementation^

	•	Appraisal or valuation services, fairness opinions orcontribution-in-kind reportsreports^

	•	Actuarial servicesservices^

	•	Internal audit outsourcing servicesservices^

	•	Management functions

	•	Human resources

	•	Broker-dealer, investment adviser or investment banking services

	•	Legal services

	•	Expert services unrelated to the audit

Each of these prohibited services is subject to applicable exceptions under the SEC’s rules.


II.	PROHIBITED TAX SERVICES

The PCAOB has determined the following services to be “Prohibited Tax Services” for the independent auditor (including any affiliate of the independent auditor, as defined in PCAOB Rule 3501(a)(i)):


	•	any service or product by the independent auditor or any of its affiliates for the Company and its affiliates for a contingent fee or a commission, including any fee established for the sale of a product or the performance of any service pursuant to an arrangement in which no fee would be payable unless a specified finding or result is attained or the amount of the fee is otherwise dependent on the finding or result of such product or service, taking into account any rights to reimbursements, refunds or other repayments that could modify the amount received in a manner that make it contingent on a finding or result (excluding fees where the amount is fixed by courts or other public authorities and is not dependent on a finding or result), or the independent auditor or any of its affiliates receives, directly or indirectly, a contingent fee or commission;

	•	non-audit services by the independent auditor or any of its affiliates for the Company and its affiliates related to marketing, planning or opining in favor of the tax treatment of a “confidential transaction” as defined under PCAOB Rule 3501(c)(i) or an “aggressive tax position transaction” (including, without limitation, any transaction that is a “listed transaction” under applicable U.S. Treasury regulations) that was (i) initially recommended, directly or indirectly, by the independent auditor or another tax advisor with which the independent auditor has a formal agreement or other arrangement related to the promotion of such transactions, and (ii) a significant purpose of which is tax avoidance, unless the proposed tax treatment is at least more likely than not to be allowable under applicable tax laws; and

	•	tax services by the independent auditor or any of its affiliates for persons that serve in a financial reporting oversight role at the Company or its affiliates, including any employee who is in a position to, or does, exercise influence over the contents of the Company’s financial statements or any employee who prepares the financial statements, including, without limitation, the Company’s chief executive officer, president, chief financial officer, chief operating officer, general counsel, chief accounting officer, controller, director of internal audit, director of financial reporting, treasurer or any equivalent position, including for any immediate family member of such employees (being such employee’s spouse, spousal equivalent and dependents), but excluding tax services for (i) any person that serve in a financial reporting oversight role for

~~B-8~~


		the Company or its affiliates solely because such person serves as a member of the Board of Directors, the

B-8


		Audit Committee, any other Board committee or similar management or governing body of the Company or its affiliates (in each case who do not otherwise occupy an employment position in a financial oversight role), (ii) any person serving in a financial reporting oversight role at the Company or its affiliates only because of such person’s relationship to an affiliate of the Company if such affiliate’s financial statements (1) are not material to the Company’s consolidated financial statements or (2) are audited by an auditor other than the Company’s independent auditor or its associated persons and (iii) employees who were not in a financial reporting oversight role for the Company or its affiliates before a hiring, promotion or other change in employment event and the tax services were provided by the independent auditor or any of its affiliates to such person pursuant to an engagement in process before the hiring, promotion or other change in employment event, provided that such tax services are completed on or before 180 days after the hiring or promotion event.

B-9

REVLON, INC.
237 PARK AVENUE
NEW YORK, NY 10017

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on the day before the meeting date (or, if the 401(k) Plan holds voting capital stock for your account, by May 26, 2011). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on the day before the meeting date (or, if the 401(k) Plan holds voting capital stock for your account, by May 26, 2011). Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

VOTE BY INTERNET — www.proxyvote.com Use the Internet to transmit your voting instructions and to elect electronic delivery of information up until 11:59 P.M. Eastern Time on the day before the meeting date. Have your proxy card in hand when you access the web site as you will need the Control Number and follow the instructions to submit your electronic voting instruction form. REVLON, INC. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS 237 PARK AVENUE If you would like to reduce the costs incurred by our company in mailing proxy NEW YORK, NY 10017 materials, you can consent to receiving all future notices of availability of proxy materials, proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE — 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on the day before the meeting date. Have your proxy card in hand when you call as you will need the Control Number and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, for receipt prior to the closing of the voting polls for the 2009 Annual Stockholders’ Meeting. ATTEND MEETING See the accompanying proxy statement for pre-registration instructions and assistance with directions in order to attend, and vote at, the annual meeting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~REVLN1~~				KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.				DETACH AND RETURN THIS PORTION ONLY ~~REVLON, INC.~~

For
All

Withhold
All

For All
Except

To withhold authority to vote for any individual ~~All All Except~~ nominee(s), mark “For All Except” and write the ~~THE BOARD OF DIRECTORS RECOMMENDS A~~ number(s) of ~~those~~the nominee(s) on the line below. ~~VOTE “FOR” THE ELECTION OF ALL NOMINATED DIRECTORS AND “FOR” PROPOSAL 2. 0 0 0 Vote On~~

The Board of Directors recommends you vote
FOR each of the following nominees:

o

1. ~~ELECTION OF DIRECTORS OF REVLON, INC. NOMINEES: 01)~~

Election of Directors
Nominees


01 Ronald O. Perelman ~~07)~~	02 Alan S. Bernikow	03 Paul J. Bohan	04 Alan T. Ennis	05 Meyer Feldberg
06 David L. Kennedy ~~02) Alan S. Bernikow 08)~~	07 Debra L. Lee ~~03) Paul J. Bohan 09)~~	08 Tamara Mellon ~~04) Alan T. Ennis 10)~~	09 Barry F. Schwartz ~~05) Meyer Feldberg 11)~~	10 Richard J. Santagati
11 Kathi P. Seifert ~~06) Ann D. Jordan 12) Kenneth L. Wolfe Vote On Proposal~~

The Board of Directors recommends you vote FOR proposals 2 and 3.

For

Against

Abstain 2.

2

Proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009. 0 0 0 3.~~ 2011.

o

3

Proposal to approve, by non-binding, advisory vote, the Company’s executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in the accompanying Proxy Statement.

o

The Board of Directors recommends you vote 3 YEARS on the following proposal:

1 Year

2 Years

3 Years

Abstain

4

Proposal to recommend the frequency of future non-binding, advisory votes on executive compensation.

o

NOTE:Proxies are authorized to vote in their discretion upon such other business as may properly come before the Annual Meeting
or any postponement or adjournment thereof. ~~STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.~~

For address ~~changes and/or~~ change/comments, ~~please check this box and 0~~ mark here.

o

(see reverse for instructions)

Yes

No ~~write them on the back where indicated.~~

Please indicate if you plan to attend this ~~meeting. 0 0 NOTE:~~ meeting

o


Please sign exactly as your ~~name or names~~name(s) appear(s) ~~on this proxy. When shares are held jointly, each holder should sign.~~hereon. When signing as attorney, executor, administrator, ~~attorney, trustee~~ or ~~guardian,~~other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If ~~the signer is~~ a corporation or partnership, please sign in full corporate ~~name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in~~or partnership name, by authorized ~~person.~~ officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

ANNUAL MEETING OF STOCKHOLDERS OF

REVLON, INC.

To be held on June 2, 2011 at 10:00 a.m. Eastern Daylight Time (EDT)
at the Revlon Research Center, 2121 Route 27, Edison, NJ 08818

Please date, sign and mail
your proxy card in the envelope provided as soon as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.

REVLON, INC.
Proxy for June 2, 2011 Annual Meeting of Stockholders

CLASS A COMMON STOCK

Proxy For June 2, 2011 Annual Meeting of Stockholders

The undersigned hereby appoints Robert K. Kretzman, Esq., Michael T. Sheehan, Esq., and Marc R. Esterman, Esq. as proxies, each with the full power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated on the reverse side of this card, all shares of Class A Common Stock of Revlon, Inc. held of record by the undersigned at the close of business on April 8, 2011, at the Annual Meeting of Stockholders to be held at 10:00 A.M. Eastern Daylight Time (EDT) on June 2, 2011 or any postponement or adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY (IF OTHERWISE VALIDITY SUBMITTED) WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS FOR EACH PROPOSAL, AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.

Address change/comments:

ANNUAL MEETING OF STOCKHOLDERS OF REVLON, INC. to be held on June 4, 2009 at 10:00 A.M. Eastern Time at the Company’s offices at 237 Park Avenue, 13th Floor, New York, NY 10017 CLASS A COMMON STOCK Please date, sign and mail your proxy card in the envelope provided as soon as possible. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.??~~Please detach along perforated line and mail in the envelope provided.~~??REVLN2 CLASS A COMMON STOCK REVLON, INC. Proxy for June 4, 2009 Annual Meeting of Stockholders The undersigned hereby appoints Robert K. Kretzman, Michael T. Sheehan and Marc R. Esterman as proxies, each with the full power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated on the reverse side of this card, all shares of Class A Common Stock of Revlon, Inc. held of record by the undersigned at the close of business on April 9, 2009, at the Annual Meeting of Stockholders to be held at 10:00 A.M. on June 4, 2009 or any postponement or adjournment thereof. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR THE TWELVE NOMINEES FOR ELECTION AS DIRECTORS AND FOR PROPOSAL 2. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) (To be signed on Reverse Side)

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

REVLON, INC.
237 PARK AVENUE
NEW YORK, NY 10017

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on the day before the meeting date (or, if the 401(k) Plan holds voting capital stock for your account, by May 26, 2011). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on the day before the meeting date (or, if the 401(k) Plan holds voting capital stock for your account, by May 26, 2011). Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

VOTE BY INTERNET — www.proxyvote.com Use the Internet to transmit your voting instructions and to elect electronic delivery of information up until 11:59 P.M. Eastern Time on the day before the meeting date. Have your proxy card in hand when you access the web site as you will need the Control Number and follow the instructions to submit your electronic voting instruction form. REVLON, INC. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS 237 PARK AVENUE If you would like to reduce the costs incurred by our company in mailing proxy NEW YORK, NY 10017 materials, you can consent to receiving all future notices of availability of proxy materials, proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE — 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on the day before the meeting date. Have your proxy card in hand when you call as you will need the Control Number and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, for receipt prior to the closing of the voting polls for the 2009 Annual Stockholders’ Meeting. ATTEND MEETING See the accompanying proxy statement for pre-registration instructions and assistance with directions in order to attend, and vote at, the annual meeting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~REVLN3~~				KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.				DETACH AND RETURN THIS PORTION ONLY ~~REVLON, INC.~~

For
All

Withhold
All

For All
Except

To withhold authority to vote for any individual ~~All All Except~~ nominee(s), mark “For All Except” and write the ~~THE BOARD OF DIRECTORS RECOMMENDS A~~ number(s) of ~~those~~the nominee(s) on the line below. ~~VOTE “FOR” THE ELECTION OF ALL NOMINATED DIRECTORS AND “FOR” PROPOSAL 2. 0 0 0 Vote On~~

The Board of Directors recommends you vote
FOR each of the following nominees:

o

1. ~~ELECTION OF DIRECTORS OF REVLON, INC. NOMINEES: 01)~~

Election of Directors
Nominees


01 Ronald O. Perelman ~~07)~~	02 Alan S. Bernikow	03 Paul J. Bohan	04 Alan T. Ennis	05 Meyer Feldberg
06 David L. Kennedy ~~02) Alan S. Bernikow 08)~~	07 Debra L. Lee ~~03) Paul J. Bohan 09)~~	08 Tamara Mellon ~~04) Alan T. Ennis 10)~~	09 Barry F. Schwartz ~~05) Meyer Feldberg 11)~~	10 Richard J. Santagati
11 Kathi P. Seifert ~~06) Ann D. Jordan 12) Kenneth L. Wolfe Vote On Proposal~~

The Board of Directors recommends you vote FOR proposals 2 and 3.

For

Against

Abstain 2.

2

Proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009. 0 0 0 3.~~ 2011.

o

3

Proposal to approve, by non-binding, advisory vote, the Company’s executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in the accompanying Proxy Statement.

o

The Board of Directors recommends you vote 3 YEARS on the following proposal:

1 Year

2 Years

3 Years

Abstain

4

Proposal to recommend the frequency of future non-binding, advisory votes on executive compensation.

o

NOTE:Proxies are authorized to vote in their discretion upon such other business as may properly come before the Annual Meeting
or any postponement or adjournment thereof. ~~STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.~~

For address ~~changes and/or~~ change/comments, ~~please check this box and 0~~ mark here.

o

(see reverse for instructions)

Yes

No ~~write them on the back where indicated.~~

Please indicate if you plan to attend this ~~meeting. 0 0 NOTE:~~ meeting

o


Please sign exactly as your ~~name or names~~name(s) appear(s) ~~on this proxy. When shares are held jointly, each holder should sign.~~hereon. When signing as attorney, executor, administrator, ~~attorney, trustee~~ or ~~guardian,~~other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If ~~the signer is~~ a corporation or partnership, please sign in full corporate ~~name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in~~or partnership name, by authorized ~~person.~~ officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

ANNUAL MEETING OF STOCKHOLDERS OF

REVLON, INC.

To be held on June 2, 2011 at 10:00 a.m. Eastern Daylight Time (EDT)
at the Revlon Research Center, 2121 Route 27, Edison, NJ 08818

Please date, sign and mail
your proxy card in the envelope provided as soon as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.

REVLON, INC.
Proxy for June 2, 2011 Annual Meeting of Stockholders

CLASS B COMMON STOCK

Proxy For June 2, 2011 Annual Meeting of Stockholders

The undersigned hereby appoints Robert K. Kretzman, Esq., Michael T. Sheehan, Esq., and Marc R. Esterman, Esq. as proxies, each with the full power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated on the reverse side of this card, all shares of Class B Common Stock of Revlon, Inc. held of record by the undersigned at the close of business on April 8, 2011, at the Annual Meeting of Stockholders to be held at 10:00 A.M. Eastern Daylight Time (EDT) on June 2, 2011 or any postponement or adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY (IF OTHERWISE VALIDITY SUBMITTED) WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS FOR EACH PROPOSAL, AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.

Address change/comments:

ANNUAL MEETING OF STOCKHOLDERS OF REVLON, INC. to be held on June 4, 2009 at 10:00 A.M. Eastern Time at the Company’s offices at 237 Park Avenue, 13th Floor, New York, NY 10017 CLASS B COMMON STOCK Please date, sign and mail your proxy card in the envelope provided as soon as possible. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.??~~Please detach along perforated line and mail in the envelope provided.~~??REVLN4 CLASS B COMMON STOCK REVLON, INC. Proxy for June 4, 2009 Annual Meeting of Stockholders The undersigned hereby appoints Robert K. Kretzman, Michael T. Sheehan and Marc R. Esterman as proxies, each with the full power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated on the reverse side of this card, all shares of Class B Common Stock of Revlon, Inc. held of record by the undersigned at the close of business on April 9, 2009, at the Annual Meeting of Stockholders to be held at 10:00 A.M. on June 4, 2009 or any postponement or adjournment thereof. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR THE TWELVE NOMINEES FOR ELECTION AS DIRECTORS AND FOR PROPOSAL 2. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) (To be signed on Reverse Side)

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

REVLON, INC.
237 PARK AVENUE
NEW YORK, NY 10017

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on the day before the meeting date (or, if the 401(k) Plan holds voting capital stock for your account, by May 26, 2011). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on the day before the meeting date (or, if the 401(k) Plan holds voting capital stock for your account, by May 26, 2011). Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

~~VOTE BY INTERNET — www.proxyvote.com~~Use the Internet to transmit your voting instructions and to elect electronic delivery of information up until June 1, 2009. Have your proxy card in hand when you access the web site as you will need the Control Number and follow the instructions to submit your electronic voting instruction form.~~REVLON, INC.~~~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~ ~~If you would like to reduce the costs incurred by our company in mailing proxy~~*~~237 PARK AVENUE~~* ~~materials, you can consent to receiving all future notices of availability of proxy~~*~~NEW YORK, NY 10017~~*materials, proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.~~VOTE BY PHONE — 1-800-690-6903~~Use any touch-tone telephone to transmit your voting instructions up until June 1, 2009. Have your proxy card in hand when you call as you will need the Control Number and then follow the instructions.~~VOTE BY MAIL~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, for receipt prior to the closing of the voting polls for the 2009 Annual Stockholders’ Meeting.~~ATTEND MEETINGSee the accompanying proxy statement for pre-registration instructions and assistance with directions in order to attend, and vote at, the annual meeting.~~
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~REVLO1-#900~~				KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.				DETACH AND RETURN THIS PORTION ONLY

~~REVLON, INC.~~ For
All

Withhold
All

For All
Except

To withhold authority to vote for any individual~~All All Except~~nominee(s), mark “For All Except” and write the~~THE BOARD OF DIRECTORS RECOMMENDS A~~number(s) of ~~those~~the nominee(s) on the line below.

~~VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2. 0 0 0 Vote On~~The Board of Directors recommends you vote
FOR each of the following nominees:

o

1. ~~ELECTION OF DIRECTORS OF REVLON, INC.~~

Election of Directors
~~NOMINEES:~~ Nominees~~01)~~


01 Ronald O. Perelman ~~07)~~	02 Alan S. Bernikow	03 Paul J. Bohan	04 Alan T. Ennis	05 Meyer Feldberg
06 David L. Kennedy ~~02) Alan S. Bernikow 08)~~	07 Debra L. Lee ~~03) Paul J. Bohan 09)~~	08 Tamara Mellon ~~04) Alan T. Ennis 10)~~	09 Barry F. Schwartz ~~05) Meyer Feldberg 11)~~	10 Richard J. Santagati
11 Kathi P. Seifert ~~06) Ann D. Jordan 12) Kenneth L. Wolfe~~

The Board of Directors recommends you vote FOR proposals 2 and 3.

For

Against

Abstain

~~Vote On Proposal For Against Abstain~~22.

Proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009.~~2011.

o

~~0 0 0~~33.

Proposal to approve, by non-binding, advisory vote, the Company’s executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in the accompanying Proxy Statement.

o

The Board of Directors recommends you vote 3 YEARS on the following proposal:

1 Year

2 Years

3 Years

Abstain

4

Proposal to recommend the frequency of future non-binding, advisory votes on executive compensation.

o

NOTE:Proxies are authorized to vote in their discretion upon such other business as may properly come before the Annual Meeting
or any postponement or adjournment thereof.~~STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY BY JUNE 1, 2009 IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.~~

For address ~~changes and/or~~ change/comments, ~~please check this box and~~0 mark here.

o

(see reverse for instructions)

Yes

No~~write them on the back where indicated.~~

Please indicate if you plan to attend this ~~meeting.~~~~0 0 NOTE:~~meeting

o


Please sign exactly as your ~~name or names~~name(s) appear(s) ~~on this proxy. When shares are held jointly, each holder should sign.~~hereon. When signing as attorney, executor, administrator, ~~attorney, trustee~~ or ~~guardian,~~other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If ~~the signer is~~ a corporation or partnership, please sign in full corporate ~~name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in~~or partnership name, by authorized ~~person.~~ officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

ANNUAL MEETING OF STOCKHOLDERS OF

REVLON, INC.

To be held on June 2, 2011 at 10:00 a.m. Eastern Daylight Time (EDT)
at the Revlon Research Center, 2121 Route 27, Edison, NJ 08818

Please date, sign and mail
your proxy card in the envelope provided as soon as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.

REVLON, INC.
Proxy for June 2, 2011 Annual Meeting of Stockholders

Revlon Employees’ Savings, Investment and

Profit Sharing Plan (The “Plan”) Participants

Proxy For June 2, 2011 Annual Meeting of Stockholders

The undersigned hereby appoints Robert K. Kretzman, Esq., Michael T. Sheehan, Esq., and Marc R. Esterman, Esq. as proxies, each with the full power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated on the reverse side of this card, all shares of Class A Common Stock of Revlon, Inc. held of record by the Plan for the account of the undersigned at the close of business on April 8, 2011, at the Annual Meeting of Stockholders to be held at 10:00 A.M. Eastern Daylight Time (EDT) on June 2, 2011 or any postponement or adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY (IF OTHERWISE VALIDITY SUBMITTED) WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS FOR EACH PROPOSAL, AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.

Address change/comments:

~~ANNUAL MEETING OF STOCKHOLDERS OF~~

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

REVLON, INC.
237 PARK AVENUE
NEW YORK, NY 10017

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on the day before the meeting date (or, if the 401(k) Plan holds voting capital stock for your account, by May 26, 2011). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on the day before the meeting date (or, if the 401(k) Plan holds voting capital stock for your account, by May 26, 2011). Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:				KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.				DETACH AND RETURN THIS PORTION ONLY

For
All

Withhold
All

For All
Except

To withhold authority to ~~be held~~vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on ~~June 4, 2009 at 10:00 A.M. Eastern Time at~~the line below.

The Board of Directors recommends you vote
FOR each of the following nominees:

o

1.

Election of Directors
Nominees


01 Ronald O. Perelman	02 Alan S. Bernikow	03 Paul J. Bohan	04 Alan T. Ennis	05 Meyer Feldberg
06 David L. Kennedy	07 Debra L. Lee	08 Tamara Mellon	09 Barry F. Schwartz	10 Richard J. Santagati
11 Kathi P. Seifert

The Board of Directors recommends you vote FOR proposals 2 and 3.

For

Against

Abstain

2

Proposal to ratify the selection of KPMG LLP as the Company’s ~~offices at 237 Park Avenue, 13th Floor, New York, NY 10017 REVLON EMPLOYEES’ SAVINGS, INVESTMENT AND PROFIT SHARING PLAN PARTICIPANTS Please date, sign and mail your proxy card~~independent registered public accounting firm for 2011.

o

3

Proposal to approve, by non-binding, advisory vote, the Company’s executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including as disclosed in the ~~envelope provided~~“Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in the accompanying Proxy Statement.

o

The Board of Directors recommends you vote 3 YEARS on the following proposal:

1 Year

2 Years

3 Years

Abstain

4

Proposal to recommend the frequency of future non-binding, advisory votes on executive compensation.

o

NOTE:Proxies are authorized to vote in their discretion upon such other business as ~~soon as possible. To have the plan trustee follow your voting instructions, this proxy card must be returned by June 1, 2009 Important Notice Regarding the Availability of Proxy Materials for~~may properly come before the Annual ~~Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.Please detach along perforated line and mail in the envelope provided.REVLO2-#900~~REVLON EMPLOYEES’ SAVINGS, INVESTMENT AND PROFIT SHARING PLAN REVLON, INC. PROXY CARD FOR JUNE 4, 2009 ANNUAL MEETING OF STOCKHOLDERS FOR REVLON EMPLOYEES’ SAVINGS, INVESTMENT AND PROFIT SHARING PLAN (THE “PLAN”) PARTICIPANTSThe undersigned hereby appoints Robert K. Kretzman, Michael T. Sheehan and Marc R. Esterman as proxies, each with the full power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated on the reverse side of this card, all shares of Class A Common Stock of Revlon, Inc. held of record by the Plan for the account of the undersigned at the close of business on April 9, 2009, at the Annual Meeting ~~of Stockholders to be held at 10:00 A.M. on June 4, 2009~~
or any postponement or adjournment thereof.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR THE TWELVE NOMINEES AS DIRECTORS FOR ELECTION AND FOR PROPOSAL 2. Address Changes/Comments: ~~(If~~

For address change/comments, mark here.

o

(see reverse for instructions)

Yes

No

Please indicate if you ~~noted any Address Changes/Comments above,~~plan to attend this meeting

o


Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please ~~mark corresponding box on the reverse side.)~~~~(To be signed on Reverse Side)~~give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

ANNUAL MEETING OF STOCKHOLDERS OF

REVLON, INC.

To be held on June 2, 2011 at 10:00 a.m. Eastern Daylight Time (EDT)
at the Revlon Research Center, 2121 Route 27, Edison, NJ 08818

Please date, sign and mail
your proxy card in the envelope provided as soon as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.

REVLON, INC.
Proxy for June 2, 2011 Annual Meeting of Stockholders

Series A Preferred Stock

Proxy For June 2, 2011 Annual Meeting of Stockholders

The undersigned hereby appoints Robert K. Kretzman, Esq., Michael T. Sheehan, Esq., and Marc R. Esterman, Esq. as proxies, each with the full power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated on the reverse side of this card, all shares of Series A Preferred Stock of Revlon, Inc. held of record by the undersigned at the close of business on April 8, 2011, at the Annual Meeting of Stockholders to be held at 10:00 A.M. Eastern Daylight Time (EDT) on June 2, 2011 or any postponement or adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY (IF OTHERWISE VALIDLY SUBMITTED) WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS FOR EACH PROPOSAL, AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.

Address change/comments:

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

			19
~~Annual Cash Bonus —~~~~Executive Bonus Plan~~Incentive Compensation; Generally			1619
~~Long-Term Compensation —~~~~The Stock Plan~~Incentive Compensation; Annual Cash Bonus			1722
Incentive Compensation; Long-Term Compensation			22
Other Compensation and Benefit Programs			1823
How the Company Determines the Amount (and, Where Applicable, the Formula) for Each Element of Compensation to Pay and How Each Compensation Element and the Company’s Decisions Regarding that Element Fit into the Company’s Overall Compensation Objectives and May Affect Decisions Regarding Other Elements			1923
Role of the Compensation Committee			1924
Tax Deductibility of Executive Compensation			2024
EXECUTIVE COMPENSATION			2025
SUMMARY COMPENSATION TABLE			2125
Employment Agreements and Payments Upon Termination and Change of Control			2327
Termination Payments			27
Change of Control Payments			2531
GRANTS OF PLAN-BASED AWARDS			2733
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			2834
OPTION EXERCISES AND STOCK VESTED			3036
PENSION BENEFITS			3138
NON-QUALIFIED DEFERRED COMPENSATION			3339
DIRECTOR COMPENSATION			3341
SECURITY OWNERSHIP OF ~~COMMON STOCK~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			3542
EQUITY COMPENSATION PLAN INFORMATION			3744
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			3744
Transfer Agreements			3744
Reimbursement Agreements			3845
Tax Sharing Agreements			3845
Registration Rights Agreement			39
~~2004 Consolidated MacAndrews & Forbes Line of Credit~~			40
~~Fidelity Stockholders Agreement~~			4046
MacAndrews & Forbes Senior Subordinated Term Loan and Related Transactions			4047
Contribution and Stockholder Agreement			48
Fidelity Stockholders’ Agreement			48
Other			4148
Review and Approval of Transactions with Related Persons			4249
CODE OF BUSINESS CONDUCT AND SENIOR FINANCIAL OFFICER CODE OF ETHICS			4349
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			4349
PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF KPMG LLP			4350
VOTE REQUIRED AND BOARD OF DIRECTORS’ RECOMMENDATION			4450
AUDIT FEES			4451
~~GENERAL RULES APPLICABLE TO~~PROPOSAL NO. 3 — NON-BINDING, ADVISORY VOTE OF STOCKHOLDERS ON THE COMPANY’S EXECUTIVE COMPENSATION			52
VOTE REQUIRED AND BOARD OF DIRECTORS’ RECOMMENDATION			52
PROPOSAL NO. 4 — NON-BINDING, ADVISORY VOTE OF STOCKHOLDERS ON FREQUENCY OF FUTURE NON-BINDING, ADVISORY VOTES ON EXECUTIVE COMPENSATION			52
VOTE REQUIRED AND BOARD OF DIRECTORS’ RECOMMENDATION			52


	•	~~The~~the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009;~~2011;

	•	the non-binding, advisory vote of the Company’s stockholders on the Company’s executive compensation, as disclosed pursuant to Item 402 ofRegulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in this Proxy Statement(“say-on-pay”);

	•	the non-binding, advisory vote of the Company’s stockholders on the future frequency of the“say-on-pay” vote; and

	•	~~The~~the transaction of such other business as may properly come before the ~~2009~~2011 Annual Meeting.


Q.	*What are the voting recommendations of the Board?*

A.	The Board recommends the following votes:


	•	FOReach of the director nominees (all of whom are currently ~~directors)~~directors of the Company); ~~and~~

	•	FORthe ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for ~~2009.~~2011;

	•	FORthe non-binding, advisory approval of the Company’s executive compensation; and

	•	for recommending, on a non-binding, advisory basis, conducting future non-binding, advisory votes on executive compensation everyTHREE (3) YEARS.


Q.	*What is the difference between holding shares as a stockholder of record and as a beneficial owner?*

A.	Many holders of the Company’s ~~Class A Common Stock~~voting capital stock hold such shares through a broker or other nominee (i.e., a beneficial owner) rather than directly in their own name (i.e., a stockholder of record). As summarized below, there are some distinctions between shares held of record and those owned beneficially.


	•	Stockholder of Record. If your shares are registered in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, as of 5:00 p.m., Eastern Time, on the April ~~9, 2009~~8, 2011 record date, you are considered the stockholder of record with respect to those shares, and these proxy materials are being made available, electronically or otherwise, directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or a third party, or to vote in person at the ~~2009~~2011 Annual Meeting. The Company has made available a proxy card or electronic voting means for you to use for voting purposes.

	•	Reverse Stock Split. As previously disclosed, in September 2008, the Company effected a1-for-10 reverse stock split of its Class A and Class B Common Stock (the “Reverse Stock Split”) pursuant to which each ten (10) shares of Revlon Class A and Class B Common Stock issued and outstanding immediately prior to 11:59 p.m. on September 15, 2008 were automatically combined into one (1) share of Class A Common Stock and Class B Common Stock, respectively, subject to the elimination of fractional shares. The Company has determined that stockholders who have not yet surrendered their shares to the Company’s transfer agent for exchange in connection with the Reverse Stock Split will be considered


Q.	*Who can vote?*

A.	Only stockholders of record of Revlon, Inc. Class A and Class B Common Stock and Revlon, Inc. Series A Preferred Stock at 5:00 p.m., Eastern Time, on April ~~9, 2009,~~8, 2011, the record date for the ~~2009~~2011 Annual Meeting, or


Q.	*Can I change or revoke my vote?*

A.	Yes. If you are a stockholder of record, you can change or revoke your vote at any time before it is voted at the ~~2009~~2011 Annual Meeting by:


	•	executing and delivering a proxy bearing a later date, which must be received by the ~~Assistant~~Company’s Secretary ~~of the Company~~ at 237 Park Avenue, 14th Floor, New York, NY 10017, Attention: Michael T. Sheehan, before the original proxy is voted at the ~~2009~~2011 Annual Meeting;

	•	filing a written revocation or written notice of change, as the case may be, which must be received by the Company’s ~~Assistant~~ Secretary at 237 Park Avenue, 14th Floor, New York, NY 10017, Attention: Michael T. Sheehan, before the original proxy is voted at the ~~2009~~2011 Annual Meeting; or

	•	attending the ~~2009~~2011 Annual Meeting and voting in person.


Q.	*What if I am a participant in the Revlon 401(k) Plan?*

A.	This Proxy Statement is being furnished to you if Revlon, Inc. Class A Common Stock is allocated to your account within the Revlon Employees’ Savings, Investment and Profit Sharing Plan (the “401(k) Plan”). The trustee of the 401(k) Plan, as the record holder of the Company’s shares held in the 401(k) Plan, will vote the


		indicating that you plan on attending the ~~2009~~2011 Annual Meeting, and please present at the meeting avalid picture identification, such as a ~~driver’s~~driver��s license or passport.


	•	If you are a stockholder whose shares are held in a brokerage account or by another nominee, please present at the meetingvalid picture identification, such as a driver’s license or passport, as well as originalproof of ownershipof shares of Revlon, ~~Class A Common Stock~~Inc. voting capital stock as of 5:00 p.m., Eastern Time, on the April ~~9, 2009~~8, 2011 record date, in order to be admitted to the ~~2009~~2011 Annual Meeting. As noted, you will need to present original evidence of stock ownership, such as an original of a legal proxy from your bank or broker (“Requests for Admission” will not be accepted), your brokerage account statement, demonstrating that you held Revlon, Inc. ~~Class A Common Stock~~voting capital stock in your account as of 5:00 p.m., Eastern Time, on the April ~~9, 2009~~8, 2011 record date, or, if you did not already return it to your bank or broker, an original voting instruction form issued by your bank or broker, demonstrating that you held Revlon, Inc. ~~Class A Common Stock~~voting capital stock in your account as of 5:00 p.m., Eastern Time, on the April ~~9, 2009~~8, 2011 record date.


Q.	*Should I pre-register for the ~~2009~~2011 Annual Meeting?*

A.	In order to expedite the admission registration process required for you to enter the ~~2009~~2011 Annual Meeting, we encourage stockholders to pre-register by phone by calling Amy Heidingsfelder, Senior Manager, Legal Services, at(212) 527-5628, Meaghan Connerty, Senior Corporate Legal Assistant, at(212) 527-5528, or ~~Brett Fleisher,~~Liz Polido, Corporate Legal Assistant, at(212) ~~527-5648,~~527-5227, Mondays through Fridays from 9:00 a.m. through 5:00 p.m., Eastern Time, up until 10:00 a.m., Eastern Time, on ~~Wednesday,~~Thursday, June ~~3, 2009~~2, 2010 (the ~~day~~date prior to the ~~2009~~2011 Annual Meeting). Stockholders pre-registering by phone will be admitted to the ~~2009~~2011 Annual Meeting by presenting valid picture identification and, if your shares are held in a brokerage account or by another nominee, original evidence of your stock ownership as of the April ~~9, 2009~~8, 2011 record date.

Q.	*Can I bring a guest to the ~~2009~~2011 Annual Meeting?*

A.	Yes.If you plan to bring a guest to the ~~2009~~2011 Annual Meeting, please provide us with advance notice of that pursuant to the pre-registration procedures for stockholders set forth in this Proxy Statement.When you go through the registration area at the ~~2009~~2011 Annual Meeting, be sure your guest is with you. Guests must also

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