REVLON, INC.
 2009 AUDIT COMMITTEE PRE-APPROVAL POLICY
 Statement of Principles
   Delegation
  Audit Services
  Appendix A
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Audit-related Services
 Appendix
B
 Tax Services
 Exhibit 1
 Appendix C
  All Other Services
 Appendix D
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PROHIBITED SERVICES
 Exhibit 1
 Pre-Approval Fee Levels
  Procedures
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Appendix A
 Pre-Approved Audit Services for Fiscal Year 2009
  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-Approved
Annual Fees for
Pre-Approved Audit
Services:
 $50,000
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Appendix B
 Pre-Approved Audit-Related Services for Fiscal Year 2009
  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-Approved
Annual Fees for
Pre-Approved
Audit-Related
Services:
 
$200,000
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Appendix C
 Pre-Approved Tax Services for Fiscal Year 2009*
  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 servicesTotal Pre-Approved
Annual Fees for
Pre-Approved Tax
Services:
 
$300,000
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Appendix D
 Pre-Approved All Other Services for Fiscal Year 2008
  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
 n
    
    Bookkeeping or other services related to the accounting records or financial statements of the audit clientn
    
    Financial information systems design and implementation*n
    
    Appraisal or valuation services, fairness opinions or contribution-in-kind reports*n
    
    Actuarial services*n
    
    Internal audit outsourcing services*n
    
    Management functionsn
    
    Human resourcesn
    
    Broker-dealer, investment adviser or investment banking servicesn
    
    Legal servicesn
    
    Expert services unrelated to the audit
  II.
    
    PROHIBITED TAX SERVICES
   ̈
    
    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
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 ̈
    
    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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