EXECUTION VERSION
 AMENDED AND RESTATED
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT
 Agreement Company MacAndrews & Forbes parties
 W I T N E S S E T H
 RCPC Senior Subordinated Term Loan Agreement
 Exchange Offer Class
A Common Stock Series A
Preferred Stock
 Contribution Agreement




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Contribution and Assignment Contributed Loan
 Acceptance and Assumption
 Further Assurances
 Notices
 If to the Company, to:Revlon, Inc.237 Park AvenueNew York, NY 10017Telecopy:
    
    (212) 527-5693Attention:
    
    Robert K. Kretzman, Esq.Executive Vice President, Chief Legal Officerand General Counsel
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with copies (which shall not constitute notice) to:Skadden, Arps, Slate, Meagher & Flom LLPFour Times SquareNew York, NY 10036Telecopy:
    
    (212) 735-2000Attention:
    
    Franklin M. Gittes, Esq.Alan C. Myers, Esq.If to MacAndrews & Forbes, to:MacAndrews & Forbes Holdings, Inc.35 East 62 StreetNew York, NY 10065Telecopy:
    
    (212) 572-8439Attention:
    
    Barry F. SchwartzExecutive Vice Chairmanwith a copy (which shall not constitute notice) to:Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, NY 10025Telecopy:
    
    (212) 403-2000Attention:
    
    Adam O. Emmerich, Esq.Trevor S. Norwitz, Esq.
 Counterparts
 Severability
 GOVERNING LAWS
 Submission To Jurisdiction; Waivers
 (a)
    
    submits for itself and its property in any legal action or proceeding relating
to this Agreement, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of New
York, the courts of the United States of America for the Southern District of New
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York, and appellate courts from any thereof;(b)
    
    consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;(c)
    
    agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the other party at its address set forth in Section
4 hereof or at such other address of which such party shall have been notified pursuant
thereto;(d)
    
    agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and(e)
    
    waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any legal action or proceeding referred to in this subsection any
special, exemplary, punitive or consequential damages.
 WAIVERS OF JURY TRIAL
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REVLON, INC.By:
    /s/ Robert K. KretzmanName:
    Robert K. KretzmanTitle:
    Executive Vice President, Human
Resources, Chief Legal Officer and General CounselMACANDREWS & FORBES HOLDINGS INC.By:
    /s/ Barry F. SchwartzName:
    Barry F. SchwartzTitle:
    Executive Vice Chairman