AVON PRODUCTS, INC. 

          2005 STOCK INCENTIVE PLAN


RESTRICTED STOCK UNIT AWARD AGREEMENT


           1. Grant of Restricted Stock Unit Award. Pursuant
     to the provisions of its 2005 Stock Incentive Plan (the “Plan”), Avon
Products, Inc. (the “Company”) has awarded Elizabeth Smith (the “Grantee”) on the date hereof (the “Grant Date”) one hundred thousand (100,000) Restricted Stock Units (the “RSUs”), representing the right to
receive in the future shares of Stock (the “Shares”). These RSUs are subject to the terms and conditions set forth below, as well as those terms and conditions set forth in the Plan, all of which are hereby incorporated by this reference.
All capitalized terms used in this Restricted Stock Unit Award Agreement (this “Agreement”)
shall have the meaning set forth in the Plan.


           2. Nature of RSUs; Issuance of Shares. These RSUs represent a right to receive Shares on the
Vesting Dates (as defined below) but do not represent a current interest in the Shares. If all the terms and conditions hereof and of the Plan are met, then the Grantee shall be issued certificates for the respective number of Shares on the Vesting
Dates. In lieu of issuance of Shares, the Company reserves the right to instead make a cash payment to the Grantee equal to the Fair Market Value of the Shares determined as of the Vesting Dates.  


           3. Restrictions on Transfer of RSUs. These RSUs may not be sold, tendered, assigned, transferred, pledged or otherwise
encumbered.


           4. Vesting of RSUs; Voting; Dividends. (a)
     Subject to Section 5, vesting of the RSUs shall occur on the following dates
(each such date being a “Vesting Date”): 


     
          (a)    33,333
          RSUs will vest on the first anniversary of the Grant Date; 

          (b)    33,333 RSUs
          will vest on the second anniversary of the Grant Date; and 

          (c)    33,334 RSUs
          will vest on the third anniversary of the Grant Date. 




     For each Vesting Date, vesting is contingent upon the Grantee being employed on such Vesting Date by the Company or its Subsidiaries.



















           (b) The Grantee does not have the right to vote any of the Shares or to receive dividends on them prior to the date such Shares are to be issued to the Grantee pursuant to the terms hereof. However, unless otherwise determined by
the Committee, the Grantee shall be entitled to “Dividend Equivalent Rights” so
that the Grantee will receive cash payments in respect of the Shares in amounts
that would otherwise be payable as dividends with respect to such number of shares
of the Stock, when and as dividends are paid. 


           5. Termination of Employment. If
     the Grantee’s employment is terminated other than for Cause, as defined in the
Grantee’s offer letter with the Company, dated as of November 1, 2004 (“Cause”),
or other than voluntarily by the Grantee, all 100,000 RSUs shall become vested
and the number of such vested Shares shall forthwith be issued upon such termination. 


          In the event
     of termination of employment by reason of death, the number of Shares to
     be distributable to the Grantee’s estate or designated beneficiary
     forthwith upon such termination, shall be determined by multiplying the
     full number of Shares by a fraction, which shall be the number of complete
     months of employment from the Grant Date to the date of death, divided by
     thirty-six (36), minus the number of Shares that have already vested pursuant
to this Agreement. 


           In the event of termination by the Company for Cause, or the Grantee’s
     voluntary termination of employment, all portions of the RSUs not otherwise
vested as of the date of termination shall be forfeited.


           An unpaid/long-term
     leave of absence of the Grantee shall not constitute a termination of employment
     of the Grantee. During an unpaid/long-term leave of absence, the RSUs shall
continue to vest as set forth in Section 4(a) of this Agreement. 


           For purposes of this Agreement, the Grantee’s
     employment by a Subsidiary shall be considered terminated on the date on
     which the Company sells or otherwise divests its equity interest in such
Subsidiary.


           6. Non-Competition/Non-Solicitation/Non-Disclosure. The
     Grantee agrees that, at any time prior to the vesting of any of the RSUs
     granted hereunder, and for a period of one year after the later of the vesting
     of any such RSUs or the termination of the Grantee’s
employment with the Company for any reason whatsoever (including 


     2



















      Retirement or Disability), he or she shall not,
without the prior written consent of the Company, engage in any of the following
activities: 

     (a) The Grantee shall not directly or indirectly engage
          or otherwise participate in any business which is competitive with
          any significant business of the Company or any Subsidiary, including
          without limitation, the Grantee’s acceptance of employment with, entrance into a consulting or advisory arrangement with, rendering services to or otherwise facilitating the business of Amway Corporation/Alticor Inc., Gryphon Development/Limited Brands, Inc.,
     L’Oréal Group/Cosmair, Inc., Mary Kay Inc., Reckitt Benckiser PLC, Revlon, Inc., Sara Lee Corporation, The Estée Lauder Companies Inc., The Procter & Gamble
     Company, Tupperware Corporation, the Unilever Group (N.V. and PLC), or any
     of their affiliates; 


           (b) The Grantee
     shall not solicit or aid in the solicitation of any employees of the Company
or any Subsidiary to leave their employment; or 


           (c) The Grantee
     shall not, unless compelled pursuant to an order of a court or other body
     having jurisdiction over such matter, communicate or divulge any secret
     or confidential information, knowledge or data, including without limitation
     any trade secrets, relating to the Company or a Subsidiary, and their respective
     businesses, obtained by the Grantee during his or her employment by the
     Company or a Subsidiary and which is not otherwise publicly known (other
     than by reason of an unauthorized act by the Grantee), to anyone other than
the Company and those designated by it. 


           In the event
     the Company determines that the Grantee has breached any term of this Section
     6 or any non-disclosure, non-compete or non-solicitation covenant set forth
     in his or her severance agreement, employment contract or any Company policy,
     in addition to any other remedies the Company may have available to it,
     unless otherwise determined by the Chief Executive Officer of the Company,
     (i) all unvested RSUs granted hereunder shall be forfeited, (ii) if shares
     of Stock have been issued to the Grantee in respect of vested RSUs hereunder,
     the Grantee shall forfeit all such shares of Stock so issued to the Grantee
     hereunder and (iii) if cash has been paid to the Grantee in lieu of shares
     of Stock in respect of vested RSUs hereunder, the Grantee shall pay to the
     Company all such cash so paid in lieu of shares of Stock to the Grantee
     hereunder; provided, however, that if the Grantee no longer holds shares of Stock issued to
the Grantee hereunder, the Grantee shall 


     3



















      pay to the Company in cash the Fair Market Value of any such
shares of Stock on the date such shares of Stock were issued to the Grantee hereunder.

     7. No Right to Employment, etc. (a) The execution and delivery of this Agreement and the granting of the RSUs hereunder shall not
     constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company to employ the Grantee for any specific period.


           (b) The award of the RSUs hereunder does not entitle the Grantee to any benefit other than that specifically granted under this Agreement, nor to any future grants or other benefits under the Plan or any similar plan. Any
benefits granted under this Agreement and the Plan are not part of the Grantee’s ordinary compensation, and shall not be considered as part of such compensation in the event of severance, redundancy or resignation. The Grantee understands and
accepts that the benefits granted under this Agreement and the Plan are entirely at the grace and discretion of the Company and that the Company retains the right to amend or terminate the Plan, and/or the Grantee’s participation therein, at
any time, at the Company’s sole discretion and without notice. 


           8. Change of Capitalization. If, prior to the time the restrictions imposed by Section 4 on the RSUs awarded hereunder lapse, the
Company shall be reorganized, or consolidated or merged with another corporation, the appropriate amount of any stock, securities or other property exchangeable for shares of Stock pursuant to such reorganization, consolidation or merger shall be
appropriately substituted for the Shares hereunder. 


           9. Application of Laws.  The granting of these RSUs and the delivery of Shares hereunder shall be
subject to all applicable laws, rules and regulations. 


           10. Taxes. By accepting this grant, the Grantee hereby irrevocably elects to satisfy any taxes required to be withheld by the
Company on the date of delivery of any Shares hereunder by authorizing the Company to withhold a sufficient number of Shares to satisfy such tax obligation (or cash in lieu thereof if the RSUs are to be settled in cash); provided, however,
that if the Grantee elects pursuant to the Company’s Deferred Compensation
Plan to defer the delivery of any portion of any Shares payable hereunder, the
Grantee hereby irrevocably elects to satisfy all applicable FICA and FUTA taxes
due upon the applicable Vesting Dates

4


















      with respect to such Shares for which delivery is being deferred
by delivering cash to the Company in an amount sufficient to satisfy all such
FICA and FUTA taxes. 

       IN WITNESS WHEREOF, the Company, by its duly authorized
          officer, and the Grantee have executed this Agreement as of the Grant
Date. 

	
          Date:
July 26, 2006		 
		

	
	 	 	 
	 	 	 
	
          AVON PRODUCTS, INC.
		 
		
          GRANTEE
	
	 	 	 
	/s/ Andrea Jung	 	/s/ Elizabeth Smith
	

		
		
          
	
	
          Andrea Jung
		 
		
          Name: Elizabeth Smith
	
          Chief Executive Officer
		 
		
          Executive Vice President,
	
	

		 
		
          President, North America and
	
	

		 
		
          Global Marketing
	






     5