Exhibit
10.9


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT



AMENDMENT (the "Amendment"),
effective as of March 2, 2006, to the employment agreement, dated as of
June 10, 2002 (the "Agreement"), between
REVLON CONSUMER PRODUCTS CORPORATION ("RCPC"
and, together with its parent Revlon, Inc. and its subsidiaries, the
"Company") and David L. Kennedy (the
"Executive").


WHEREAS, RCPC
wishes to continue the employment of the Executive with the Company,
and the Executive wishes to accept continued employment with the
Company on the terms and conditions set forth in the Agreement, as
amended by this Amendment (capitalized terms used herein without
definition being used with the meanings ascribed to them in the
Agreement); and


WHEREAS, effective upon the filing of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, the Executive will no longer serve as Executive Vice
President of the Company and President, Revlon International, and will
serve as Executive Vice President and Chief Financial Officer of the
Company and RCPC.


NOW THEREFORE, in consideration of the
promises and mutual covenants contained herein, the parties hereto
agree as follows:

1.    Section 1.1 of the Agreement,
describing the Executive's duties, is hereby amended and restated
to read as follows:

"1.1    Employment,
Duties.    RCPC hereby employs the Executive for the Term (as
defined in Section 2.1) to render exclusive and full-time services to
the Company in the capacity of chief financial officer of the Company,
with responsibility for all financial operations of the Company,
including, without limitation, treasury, accounting, investor
relations, internal audit, internal control over financial reporting,
tax and information technology functions, and such other duties and
responsibilities consistent with such position (including service as a
director of the Company or director or officer of any subsidiary of the
Company if so elected ) as may be assigned to the Executive from time
to time by the Company's President and Chief Executive Officer
(the "CEO"). The Executive's title
shall be Executive Vice President and Chief Financial Officer of the
Company, or such other title of at least equivalent level consistent
with the Executive's duties from time to time as may be assigned
to the Executive by the CEO. The Executive shall report directly to the
CEO and shall be a member of RCPC's Executive Committee as in
effect from time to time."

2.    Section 1.3 of
the Agreement is hereby amended and restated in order to delete the
prior reference to regular travel to the Company's international
operations, and shall read as follows:

"1.3    Location.    The duties to be
performed by the Executive hereunder shall be performed by primarily at
the office of RCPC in the New York City metropolitan area, subject to
reasonable travel requirements consistent with the nature of the
Executive's duties from time to time on behalf of the
Company."

3.    Section 2.1 of the Agreement,
regarding the term of Executive's employment, is hereby amended
and restated to read as follows:

"2.1    The
Term.    The term of the Executive's employment under this
Agreement (the "Term") shall commence on the
date when the Company files its Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 with the Securities Exchange
Commission (the "Effective Date") and shall
end on the later of December 31, 2007 or twenty-four (24) months after
RCPC provides to the Executive a notice of non-renewal, unless in
either case sooner terminated pursuant to Section 4. Non-extension of
the Term shall not be deemed to be a breach of this Agreement by RCPC
for purposes of Section 4.4. Additionally, the Executive may terminate
the Term at any time upon sixty (60) days' prior written notice
to the Company and such termination shall not be deemed a breach of
this Agreement. During any period that the Executive's employment
shall continue following the end of the Term, the Executive shall be
deemed an employee at will, provided, however, that the Executive shall
be eligible for severance on the terms and subject to the conditions of
the Revlon Executive Severance Policy as in effect from time to










time (the "Executive Severance
Policy"), provided that the Severance Period for the
Executive under the Executive Severance Policy shall be 24 months,
subject to the terms and conditions of such policy."

4.    Section 4 of the Agreement is hereby amended to add the
following subsection 4.7 with respect to deferred compensation:

"4.7    Internal Revenue Code
409A.    Internal Revenue Code section 409A
("Section 409A") imposes additional taxes and
interest on compensation or benefits deferred under certain
nonqualified deferred compensation plans (as defined under the Code and
related regulations). These plans may include, among others,
nonqualified retirement plans, bonus plans, stock option plans,
employment agreements and severance agreements. Revlon reserves the
right to provide compensation or benefits under any such plan in
amounts, at times and in a manner that minimizes taxes, interest or
penalties as a result of section 409A, including any required
withholdings."

5.    Except as expressly modified
by this Amendment, all provisions of the Agreement shall continue in
full force and effect. In the event of any conflict between the terms
of this Amendment and the provisions of the Agreement or any other
plan, policy, contract, arrangement or agreement between Executive and
the Company, the terms of this Amendment shall be controlling.

IN WITNESS WHEREOF, the parties have executed this Amendment on
March 2, 2006.


		REVLON CONSUMER PRODUCTS
CORPORATION




			
		By: 	/s/   Jack L.
Stahl                                    


Jack L. Stahl
 President and Chief Executive Officer



		/s/   David L.
Kennedy                                

 David
L. Kennedy




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