REVLON,
INC.
2010 AUDIT COMMITTEE PRE-APPROVAL POLICY
 Statement of Principles
   Delegation
  Audit Services
  Appendix A
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Audit-related Services
 Appendix
B
 V. Tax Services
 Exhibit 1
 Appendix C
  VI. All Other Services
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Appendix D
  Exhibit 1
 VIII. Pre-Approval Fee Levels
  IX. Procedures
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Appendix A
 Pre-Approved Audit Services for Fiscal Year 2010
  ServiceStatutory audits or financial audits for subsidiaries of the CompanyServices
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 lettersConsultations 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
    
    Total Pre-ApprovedAnnual Fees forPre-Approved AuditServices:$50,000
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Appendix B
 Pre-Approved Audit-Related Services for Fiscal Year 2010
  Service1.
    
    Due diligence services pertaining to potential
business acquisitions/dispositions2.
    
    Financial statement audits of employee benefit
plans3.
    
    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 matters4.
    
    Attest services and internal control reviews not
required by statute or regulation5.
    
    Audit work
in connection with liquidations and contract terminations; legal entity
dissolution/restructuring assistance; and inventory auditsTotal Pre-ApprovedAnnual Fees forPre-ApprovedAudit-RelatedServices:$200,000
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Appendix C
 Pre-Approved Tax Services for Fiscal Year 2010*
  Service1.
    
    
    U.S.
federal, state and local tax compliance, including, without
limitation,review of income, franchise and other tax returns2.
    
    

International
tax compliance, including, without limitation, review of income,
franchise and other tax returns3.
    
    
    U.S.
federal, state and local tax advice, including,without limitation,
general tax advisory services4.
    
    

International tax advice, including, without limitation, intercompany pricing and advanced pricing agreement services, general tax advisory services and tax audits and appeals services
    
    Total Pre-Approved Annual Fees for Pre-Approved Tax Services:$300,000
 
 *
    
    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. 6




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Appendix D
 Pre-Approved All Other Services for Fiscal Year 2010
  ServiceAll 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).
    
    Total Pre-Approved Annual Fees for
Pre-Approved All Other Services:$35,000 per project
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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 implementation*
    
    Appraisal or valuation services, fairness opinions or contribution-in-kind reports*
    
    Actuarial services*
    
    Internal audit outsourcing services*
    
    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 the Company or its
affiliates solely because such person serves as a member of the Board of Directors, the
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.
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