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                                  REVLON, INC.
                          2002 SUPPLEMENTAL STOCK PLAN

                                    ARTICLE I

                                     GENERAL

         1.1   Purpose. The purpose of this Revlon, Inc. 2002 Supplemental Stock
Plan (the "Plan") is to provide for Jack L. Stahl, President and Chief Executive
Officer of Revlon, Inc. ("Revlon" and, together with its subsidiaries, the
"Company") and certain of its Affiliates an incentive to maintain and enhance
the long-term performance and profitability of the Company. It is the further
purpose of the Plan to permit the granting of awards that will constitute
performance based compensation for Mr. Stahl, as described in section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder.

         1.2   Administration.

               (a) The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of Revlon (the "Board"), which
committee shall consist of two or more directors. It is intended that the
directors appointed to serve on the Committee shall be "outside directors"
(within the meaning of Code section 162(m) and the Treasury Regulations
thereunder as may be in effect from time to time, and any amendments, revisions
or successor provisions thereto) to the extent Code section 162(m) is
applicable; however, the mere fact that a Committee member shall fail to qualify
under the foregoing requirements shall not invalidate any award made by the
Committee which award is otherwise validly made under the Plan. The members of
the Committee shall be appointed by, and may be changed at any time and from
time to time in the discretion of, the Board.

               (b) The Committee shall have the authority (i) to exercise all
of the powers granted to it under the Plan, (ii) to construe, interpret and
implement the Plan and Plan agreements executed pursuant to Section 2.6, (iii)
to prescribe, amend and rescind rules and regulations relating to the Plan, (iv)
to make all determinations necessary or advisable in administering the Plan, and
(v) to correct any defect, supply any omission and reconcile any inconsistency
in the Plan.

               (c) The determination of the Committee on all matters relating
to the Plan or any Plan agreement (as defined in Section 2.6) shall be
conclusive.

               (d) No member of the Committee shall be liable for any Plan
Action (as defined in Section 3.2), including without limitation any action or
determination made in good faith with respect to the Plan or any Award
hereunder.

         1.3   Persons Eligible for Awards. Awards under the Plan may be made to
Mr. Stahl as the Committee shall in its sole discretion select. The Committee
may make grants of Awards conditional upon execution by the grantee of the
Company's standard Agreement on Confidentiality and Non Competition as in effect
from time to time.



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         1.4   Types of Awards Under Plan.

               (a) Awards may be made under the Plan in the form of (i) stock
options ("options"), (ii) stock appreciation rights ("stock appreciation
rights") related to an option ("related stock appreciation rights"), (iii) stock
appreciation rights not related to any option ("unrelated stock appreciation
rights"), (iv) restricted stock awards, (v) unrestricted stock awards and (vi)
performance awards, all as more fully set forth in Article II (collectively,
"Awards").

               (b) Options granted under the Plan may be either (i)
"nonqualified" stock options subject to the provisions of Code section 83 or
(ii) options intended to qualify for incentive stock option treatment described
in Code section 422.

               (c) All options when granted are intended to be nonqualified
options, unless the applicable Plan agreement explicitly states that an option
is intended to be an incentive stock option. If an option is granted with the
stated intent that it be an incentive stock option, and if for any reason such
option (or any portion thereof) shall not qualify as an incentive stock option,
then, to the extent of such nonqualification, such option (or portion) shall be
regarded as a nonqualified option appropriately granted under the Plan provided
that such option (or portion) otherwise satisfies the terms and conditions of
the Plan relating to nonqualified options generally.

         1.5   Shares Available for Awards.

               (a) Subject to Section 3.5 (relating to adjustments upon
changes in capitalization), as of any date the total number of shares of Common
Stock with respect to which Awards may be granted shall be equal to the excess
(if any) of (i) 530,000 shares over (ii) the sum (without duplication) of (A)
the number of shares subject to outstanding options, outstanding unrelated stock
appreciation rights, outstanding restricted stock awards not vested pursuant to
the lapse of restrictions and outstanding performance awards as to which the
performance cycle has not expired, granted under the Plan, (B) the number of
shares previously issued pursuant to the exercise of options granted under the
Plan, (C) the number of shares subject to an option, restricted stock award or
performance award or part thereof which is canceled by the Committee and for
which cash is paid in respect thereof pursuant to Section 2.8(f), (D) the number
of shares in respect of which stock appreciation rights granted under the Plan
shall have previously been exercised, (E) the number of shares previously vested
pursuant to the lapse of restrictions under restricted stock awards granted
under the Plan, (F) the number of shares previously issued pursuant to
unrestricted stock awards, and (G) the number of shares previously issued or
issuable pursuant to performance units as to which the performance cycle has
expired. In accordance with (and without limitation upon) the preceding
sentence, if and to the extent an Award under the Plan expires, terminates or is
canceled for any reason whatsoever without the grantee having received any
benefit therefrom, the shares covered by such Award shall again become available
for future Awards under the Plan. For purposes of the foregoing sentence, a
grantee shall not be deemed to have received any "benefit" (i) in the case of
forfeited restricted stock awards by reason of having enjoyed voting rights and
dividend rights prior to the date of forfeiture or (ii) in the case of an Award
canceled pursuant to subsection (c) of this Section 1.5 by reason of a new Award
being granted in substitution therefor.

               (b) Shares of Common Stock that shall be subject to issuance
pursuant to Awards made under the Plan shall be authorized and unissued or
treasury shares of Common Stock.

               (c) Without limiting the generality of the preceding
provisions of this Section 1.5, the Committee may, but solely with the grantee's
consent, agree to cancel any Award under the Plan and issue a new Award in
substitution



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<PAGE>


therefor upon such terms as the Committee may in its sole discretion determine,
provided that the substituted Award satisfies all applicable Plan requirements
as of the date such new Award is made.

               (d) In any calendar year, a person eligible for Awards under
the Plan may not be granted options or stock appreciation rights covering in the
aggregate a total of more than 530,000 shares of Common Stock.

         1.6   Definitions of Certain Terms.

               (a) The term "Affiliate" as used herein means any person or
entity which, at the time of reference, directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control
with, the Company.

               (b) The term "Common Stock" as used herein means the shares of
Class A Common Stock of the Company as constituted on the effective date of the
Plan, and any other shares into which such Common Stock shall thereafter be
changed by reason of a recapitalization, merger, consolidation, split-up,
combination, exchange of shares or the like.

               (c) Except as otherwise determined by the Committee, the term
"fair market value" as used herein as of any date and in respect of any share of
Common Stock shall mean, as determined by the Committee, either (i) the closing
price of a share of Common Stock as reported on the New York Stock Exchange as
of such date or (ii) the mean between the high and low sales prices of a share
of Common Stock as reported on the New York Stock Exchange as of such date.

               (d) In no event shall the fair market value of any share of
Common Stock, the option exercise price of any option, the appreciation base per
share of Common Stock under any stock appreciation right, or the amount payable
per share of Common Stock under any other Award, be less than the par value per
share of Common Stock.


                                   ARTICLE II

                                 STOCK OPTIONS;
                           STOCK APPRECIATION RIGHTS;
                        STOCK AWARDS; PERFORMANCE AWARDS

         2.1   Grant of Stock Options. The Committee may grant options under the
Plan to purchase shares of Common Stock to Mr. Stahl, in such amounts and
subject to such terms and conditions as the Committee shall from time to time
determine in its sole discretion, subject to the terms and provisions of the
Plan.

         2.2   Grant of Stock Appreciation Rights.

               (a) The Committee may grant a related stock appreciation right
in connection with all or any part of an option granted under the Plan, either
at the time such option is granted or at any time thereafter prior to the
exercise, termination or cancellation of such option, and subject to such terms
and conditions as the Committee shall from time to time determine in its sole
discretion, consistent with the terms and provisions of the Plan. The grantee of
a related stock appreciation right shall, subject to the terms and conditions of
the Plan and the applicable Plan agreement, thereby have the



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<PAGE>


right by exercise thereof to surrender to the Company for cancellation all or a
portion of such related stock appreciation right, but only to the extent that
the related option is then exercisable, and to be paid therefor an amount equal
to the excess (if any) of (i) the aggregate fair market value of the shares of
Common Stock subject to the related stock appreciation right or portion thereof
surrendered (determined as of the exercise date), over (ii) the aggregate
appreciation base (determined pursuant to Section 2.6(d)) of the shares of
Common Stock subject to the stock appreciation right or portion thereof
surrendered.

               (b) The Committee may grant an unrelated stock appreciation
right to Mr. Stahl, and in such amount and subject to such terms and conditions,
as the Committee shall from time to time determine in its sole discretion,
subject to the terms and provisions of the Plan. The grantee of an unrelated
stock appreciation right shall, subject to the terms and conditions of the Plan
and the applicable Plan agreement, have the right to surrender to the Company
for cancellation all or a portion of such stock appreciation right, but only to
the extent that such stock appreciation right is then exercisable, and to be
paid therefor an amount equal to the excess (if any) of (i) the aggregate fair
market value of the shares of Common Stock subject to the stock appreciation
right or portion thereof surrendered (determined as of the exercise date), over
(ii) the aggregate appreciation base (determined pursuant to Section 2.6(d)) of
the shares of Common Stock subject to the stock appreciation right or portion
thereof surrendered.

               (c) Payment due to the grantee upon exercise of a stock
appreciation right shall be made (i) by check, (ii) in Common Stock (valued at
the fair market value thereof as of the date of exercise), or (iii) partly in
the manner provided in clause (i) and partly in the manner provided in clause
(ii), all as determined by the Committee in its sole discretion. If the
Committee shall determine to make all of such payments in Common Stock, no
fractional shares shall be issued and no payments shall be made in lieu of
fractional shares.

               (d) The grant or exercisability of any stock appreciation
right may be subject to such conditions as the Committee, in its sole
discretion, shall determine, including a change of ownership or control of the
Company or an Affiliate. A stock appreciation right may be deemed to be
automatically exercised upon the occurrence of such events or conditions as may
be determined by the Committee in an applicable Plan agreement.

         2.3   Special ISO Requirements. In order for a grantee to receive
special tax treatment with respect to stock acquired under an option granted as
an incentive stock option, the grantee of such option must be, at all times
during the period beginning on the date of grant and ending on the day three
months before the date of exercise of such option, an employee of the Company or
any of the Company's parent corporations (within the meaning of Code section
424), or of a corporation or a parent or subsidiary corporation of such
corporation issuing or assuming a stock option in a transaction in which Code
section 424(a) applies. If an option granted under the Plan is intended to be an
incentive stock option, then the option exercise price per share shall in no
event be less than 100% of the fair market value of the Common Stock on the date
of such grant. If an option granted under the Plan is intended to be an
incentive stock option, and if the grantee, at the time of grant, owns stock
possessing 10 percent or more of the total combined voting power of all classes
of stock of the grantee's employer corporation or of its parent or subsidiary
corporation, then (i) the option exercise price per share shall in no event be
less than 110% of the fair market value of the Common Stock on the date of such
grant and (ii) such option shall not be exercisable after the expiration of five
years after the date such option is granted.

         2.4   Restricted and Unrestricted Stock Awards.

               (a) The Committee may grant restricted stock awards, alone or
in tandem with other Awards under the Plan, to Mr. Stahl, and subject to such
restrictions, terms and conditions, as the Committee shall determine in its sole




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<PAGE>


discretion and as shall be evidenced by the applicable Plan agreements. The
vesting of a restricted stock award granted under the Plan may be conditioned
upon the completion of a specified period of employment, with the Company or any
Affiliate, upon the attainment of specified performance goals, and/or upon such
other criteria as the Committee may determine in its sole discretion.

               (b) The Committee may grant unrestricted stock awards, alone
or in tandem with other Awards under the Plan, to Mr. Stahl and subject to such
terms and conditions as the Committee shall determine in its sole discretion and
as shall be evidenced by the applicable Plan agreements.

               (c) Each Plan agreement with respect to a restricted stock
award shall set forth the amount (if any) to be paid by the grantee with respect
to such Award and when or in what circumstances such payment is required to be
made. If a grantee made any payment for a restricted stock award or portion
thereof which does not vest, appropriate payment shall be made to the grantee
upon or following such forfeiture if and on such terms and conditions as the
Committee may determine.

               (d) The Committee may provide that a certificate or
certificates representing the shares underlying a restricted stock award shall
be registered in the grantee's name and bear an appropriate legend specifying
that such shares are not transferable and are subject to the provisions of the
Plan and the restrictions, terms and conditions set forth in the applicable Plan
agreement, or that such certificate or certificates shall be held in escrow by
the Company on behalf of the grantee until such shares become vested or are
forfeited, all on such terms and conditions as the Committee may determine.
Except as the applicable Plan agreement may otherwise provide, no shares
underlying a restricted stock award may be assigned, transferred, or otherwise
encumbered or disposed of by the grantee until such shares have vested in
accordance with the terms of such Award. Subject to the provisions of Section
3.2, as soon as practicable after any restricted stock award shall vest, the
Company shall issue or reissue to the grantee (or to the grantee's designated
beneficiary in the event of the grantee's death) a certificate or certificates
for the Common Stock underlying such restricted stock award without such
restrictive legend.

               (e) If and to the extent that the applicable Plan agreement
may so provide, a grantee shall have the right to vote and receive dividends on
the shares underlying a restricted stock award granted under the Plan. Unless
otherwise provided in the applicable Plan agreement, any stock received as a
dividend on, or in connection with a stock split of, the shares underlying a
restricted stock award shall be subject to the same restrictions as the shares
underlying such restricted stock award.

               (f) Subject to Section 3.5 (relating to adjustments upon
changes in capitalization), as of any date the total number of shares of Common
Stock with respect to which restricted and unrestricted stock awards may be
granted pursuant to this Section 2.4 shall not exceed (i) 530,000 shares less
(ii) the sum (without duplication) of (A) the number of shares subject to
outstanding restricted stock awards or parts thereof not vested pursuant to the
lapse of restrictions, (B) the number of shares subject to restricted stock
awards or parts thereof which are canceled by the Committee and for which cash
is paid in respect thereof pursuant to Section 2.8(f), (C) the number of shares
subject to restricted stock awards which have vested pursuant to the lapse of
restrictions and (D) the number of shares subject to unrestricted stock awards,
plus (iii) the number of shares subject to restricted stock awards or parts
thereof not vested pursuant to the lapse of restrictions which are canceled
without payment of cash or other consideration in connection with termination of
the grantee's employment, services or otherwise.



                                       17
<PAGE>


               (g) In the event that the Committee grants a stock award that
is intended to constitute qualified performance-based compensation within the
meaning of Code section 162(m), the following rules shall apply (as such rules
may be modified by the Committee to conform with Code section 162(m) and the
Treasury Regulations thereunder as may be in effect from time to time, and any
amendments, revisions or successor provisions thereto): (i) payments under the
stock award shall be made solely on account of the attainment of one or more
objective performance goals established in writing by the Committee not later
than 90 days after the commencement of the period of service to which the stock
award relates (or if less, 25% of such period of service); (ii) the performance
goal(s) to which the stock award relates shall be based on one or more of the
following business criteria applied to the grantee, a business unit or the
Company and/or an Affiliate: stock price, market share, sales, earnings per
share, return on equity, assets, capital or investment, net income, operating
income, operating income before restructuring charges, plus depreciation and
amortization other than relating to early extinguishment of debt and debt
issuance costs, net sales growth, expense targets, working capital targets
relating to inventory and/or accounts receivable, operating margin, planning
accuracy (as measured by comparing planned results to actual results), and
implementation or completion of critical projects or processes; (iii) in any
year, a grantee may not be granted stock awards covering a total of more than
100,000 shares of Common Stock pursuant to this Section 2.4; and (iv) once
granted, the Committee may not have discretion to increase the amount payable
under such stock award, provided, however, that whether or not a stock award is
intended to constitute qualified performance-based compensation within the
meaning of Code section 162(m), the Committee shall make appropriate adjustments
in performance goals under an Award to reflect the impact of extraordinary items
not reflected in such goals. For purposes of the Plan, extraordinary items shall
be defined as (1) any profit or loss attributable to acquisitions or
dispositions of stock or assets, (2) any changes in accounting standards that
may be required or permitted by the Financial Accounting Standards Board or
adopted by the Company after the goal is established, (3) all items of gain,
loss or expense for the year related to restructuring charges for the Company,
(4) all items of gain, loss or expense for the year determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to the
disposal of a segment of a business all determined in accordance with standards
established by Opinion No. 30 of the Accounting Principles Board (APB Opinion
No. 30), (5) all items of gain, loss or expense for the year related to
discontinued operations that do not qualify as a segment of a business as
defined in APB Opinion No. 30, and (6) such other items as may be prescribed by
Code section 162(m) and the Treasury Regulations thereunder as may be in effect
from time to time, and any amendments, revisions or successor provisions and any
changes thereto. The Committee shall, prior to making any award under this
Section 2.4(g), certify in writing that all applicable performance goals have
been attained.

         2.5   Performance Awards.

               (a) The Committee may grant performance awards, alone or in
tandem with other Awards under the Plan, to acquire shares of Common Stock to
Mr. Stahl and in such amounts and subject to such terms and conditions as the
Committee shall from time to time in its sole discretion determine, subject to
the terms of the Plan.

               (b) Each performance award under the Plan shall relate to a
specified maximum number of shares, and shall be exchangeable for all or a
portion of such shares, or for cash (or such other form of consideration as may
be determined by the Committee equivalent in value thereto) in up to an amount
equal to the fair market value of an equal number of unrestricted shares, at the
end of such specified period (a "performance cycle") as may be established by
the Committee. The number of such shares which may be deliverable pursuant to
such performance award shall be based upon the degree of attainment over such
performance cycle of such measure of the performance of the Company, an
Affiliate, one or more of its or their respective divisions or other business
units, or the grantee, all as may be established by the Committee. The Committee
may make such provision in the Plan agreement for full or partial credit, prior
to completion of such performance cycle or achievement of the degree of
attainment of the measures of performance specified in


                                       18

<PAGE>


connection with such performance award, in the event of the participant's death,
retirement or other cessation of services, or disability, or in such other
circumstances, as the Committee in its sole discretion may determine to be fair
and equitable to the participant or in the interest of the Company.

               (c) In the event that the Committee grants a performance award
that is intended to constitute qualified performance-based compensation within
the meaning of Code section 162(m), the following rules shall apply (as such
rules may be modified by the Committee to conform with Code section 162(m) and
the Treasury Regulations thereunder as may be in effect from time to time, and
any amendments, revisions or successor provisions, and any changes thereto): (i)
payments under the performance award shall be made solely on account of the
attainment of one or more objective performance goals established in writing by
the Committee not later than 90 days after the commencement of the period of
service to which the performance award relates (or if less, 25% of such period
of service); (ii) the performance goal(s) to which the performance award relates
shall be based on one or more of the following business criteria applied to the
grantee, a business unit or the Company and/or an Affiliate: stock price, market
share, sales, earnings per share, return on equity, assets, capital or
investment, net income, operating income, operating income before restructuring
charges, plus depreciation and amortization other than relating to early
extinguishment of debt and debt issuance costs, net sales growth, expense
targets, working capital targets relating to inventory and/or accounts
receivable, operating margin, planning accuracy (as measured by comparing
planned results to actual results), and implementation or completion of critical
projects or processes; (iii) in any year, a grantee may not be granted
performance awards covering a total of more than 100,000 shares of Common Stock
pursuant to this Section 2.5; and (iv) once granted, the Committee may not have
discretion to increase the amount payable under such performance award,
provided, however, that whether or not a performance award is intended to
constitute qualified performance-based compensation within the meaning of Code
section 162(m), the Committee shall make appropriate adjustments in performance
goals under an Award to reflect the impact of extraordinary items not reflected
in such goals. For purposes of the Plan, extraordinary items shall be defined as
(1) any profit or loss attributable to acquisitions or dispositions of stock or
assets, (2) any changes in accounting standards that may be required or
permitted the Financial Accounting Standards Board or adopted by the Company
after the goal is established, (3) all items of gain, loss or expense for the
year related to restructuring charges for the Company (4) all items of gain,
loss or expense for the year determined to be extraordinary or unusual in nature
or infrequent in occurrence or related to the disposal of a segment of a
business all determined in accordance with standards established by Opinion No.
30 of the Accounting Principles Board (APB Opinion No. 30), (5) all items of
gain, loss or expense for the year related to discontinued operations that do
not qualify as a segment of a business as defined in APB Opinion No. 30, and (6)
such other items as may be prescribed by Code section 162(m) and the Treasury
Regulations thereunder as may be in effect from time to time, and any
amendments, revisions or successor provisions and any changes thereto. The
Committee shall, prior to making any award under this Section 2.5(c), certify in
writing that all applicable performance goals have been attained.

         2.6   Agreements Evidencing Awards.

               (a) Awards granted under the Plan shall be evidenced by
written agreements ("Plan agreements") which shall contain such provisions not
inconsistent with the terms and provisions of the Plan as the Committee may in
its sole discretion deem necessary or desirable.

               (b) Each Plan agreement with respect to the granting of an
Award other than a related stock appreciation right shall set forth the number
of shares of Common Stock subject to the Award granted thereby. Each Plan
agreement with respect to the granting of a related stock appreciation right
shall set forth the number of shares of Common Stock subject to the related
option which shall also be subject to the related stock appreciation right
granted thereby.



                                       19
<PAGE>


               (c) Each Plan agreement with respect to the granting of an
option shall set forth the amount (the "option exercise price") payable by the
grantee to the Company in connection with the exercise of the option evidenced
thereby. The option exercise price per share shall in no event be less than 100%
of the fair market value of a share of Common Stock on the date the option is
granted.

               (d) Each Plan agreement with respect to a stock appreciation
right shall set forth the amount (the "appreciation base") over which
appreciation will be measured upon exercise of the stock appreciation right
evidenced thereby. The appreciation base per share of Common Stock subject to an
unrelated stock appreciation right shall in no event be less than 100% of the
fair market value of a share of Common Stock on the date the stock appreciation
right is granted. The appreciation base per share of Common Stock subject to a
related stock appreciation right shall in all cases be the option exercise price
per share of Common Stock subject to the related option.

         2.7   Exercise of Related Stock Appreciation Right Reduces Shares
Subject to Option. Upon any exercise of a related stock appreciation right or
any portion thereof, the number of shares of Common Stock subject to the related
option shall be reduced by the number of shares of Common Stock in respect of
which such stock appreciation right shall have been exercised.

         2.8   Exercisability of Options, Stock Appreciation Rights and Other
Awards; Cancellation of Awards in Certain Cases. Subject to the other provisions
of the Plan:

               (a) Except as hereinafter provided, each Plan agreement with
respect to an option or stock appreciation right shall set forth the period
during which and the conditions subject to which the option or stock
appreciation right evidenced thereby shall be exercisable, and each Plan
agreement with respect to a restricted stock award or performance award shall
set forth the period after which and the conditions subject to which the shares
underlying such Award shall vest or be deliverable, all such periods and
conditions to be determined by the Committee in its sole discretion. Unless the
applicable Plan agreement otherwise specifies: no option or stock appreciation
right shall be exercisable prior to the first anniversary of the date of grant,
and each option or stock appreciation right granted under the Plan shall become
cumulatively exercisable with respect to 25% of the shares of Common Stock
subject thereto, rounded down to the next lower full share, on the first
anniversary of the date of grant, and with respect to an additional 25% of the
shares of Common Stock subject thereto, rounded down to the next lower full
share, on each of the second and third anniversaries of the date of grant, and
shall become 100% exercisable on the fourth anniversary of the date of grant,
and shall remain 100% exercisable until the day prior to the tenth anniversary
of the date of grant and shall terminate and cease to be exercisable on the
tenth anniversary of the date of grant.

               (b) Except as provided in Section 2.10(e), no option or stock
appreciation right may be exercised and no shares of Common Stock underlying any
other Award under the Plan may vest or become deliverable more than 10 years
after the date of grant.

               (c) Unless the applicable Plan agreement otherwise provides, a
related stock appreciation right shall be exercisable at any time during the
period that the related option may be exercised.

               (d) Unless the applicable Plan agreement otherwise provides,
an option or stock appreciation right granted under the Plan may be exercised
from time to time as to all or part of the full number of shares as to which
such option or stock appreciation right shall then be exercisable.



                                       20
<PAGE>


               (e) An option or stock appreciation right shall be exercisable
by the filing of a written notice of exercise with the Company, on such form and
in such manner as the Committee shall in its sole discretion prescribe, and by
payment in accordance with Section 2.9.

               (f) Unless the applicable Plan agreement otherwise provides:
in the case of an option or stock appreciation right, at any time after the
Company's receipt of written notice of exercise of an option or stock
appreciation right and prior to the option or stock appreciation right exercise
date (as defined in subsection (g) of this Section 2.8), and in the case of a
stock award or performance award, at any time within the six business days
immediately preceding the otherwise applicable date on which the previously
restricted stock award or performance award would otherwise have become
unconditionally vested or the shares subject thereto unconditionally
deliverable, the Committee, in its sole discretion, shall have the right, by
written notice to the grantee, to cancel such Award or any part thereof if the
Committee, in its sole judgment, determines that legal or contractual
restrictions and/or blockage and/or other market considerations would make the
Company's acquisition of Common Stock from the public markets, the Company's
issuance of Common Stock to the grantee, the grantee's acquisition of Common
Stock from the Company and/or the grantee's sale of Common Stock to the public
markets illegal, impracticable or inadvisable. If the Committee determines to
cancel all or any part of an Award, the Company shall pay to the grantee an
amount equal to the excess of (i) the aggregate fair market value of the shares
of Common Stock subject to the Award or part thereof canceled (determined as of
the option or stock appreciation right exercise date, or the date that shares
would have been unconditionally vested or delivered in the case of a stock award
or performance award), over (ii) the aggregate option exercise price or
appreciation base of the option or stock appreciation right or part thereof
canceled (in the case of an option or stock appreciation right) or any amount
payable as a condition of delivery of shares (in the case of a stock award or
performance award). Such amount shall be delivered to the grantee as soon as
practicable after such Award or part thereof is canceled.

               (g) Unless the applicable Plan agreement otherwise provides,
the "option exercise date" and the "stock appreciation right exercise date"
shall be the date that written notice of exercise, together with payment, are
received by the Company; provided that if subsection (f) of this Section 2.8 is
applicable, the option exercise date or stock appreciation right exercise date
shall be the later of: (i) the sixth business day following the date written
notice of exercise is received by the Company; and (ii) the date when payment is
received by the Company.

         2.9   Payment of Award Price.

               (a) Unless the applicable Plan agreement otherwise provides or
the Committee in its sole discretion otherwise determines, any written notice of
exercise of an option or stock appreciation right must be accompanied by payment
of the full option or stock appreciation exercise price. If Section 2.8(g)
applies, and the six business day delay for the option exercise date or stock
appreciation right exercise date is applied, the grantee shall have no right to
pay the option or stock appreciation right exercise price or to receive Common
Stock with respect to the option or stock appreciation right exercise prior to
the lapse of such six business days.

               (b) Payment of the option exercise price and of any other
payment required by the Plan agreement to be made pursuant to any other Award
shall be made in any combination of the following: (i) by certified or official
bank check payable to the Company (or the equivalent thereof acceptable to the
Committee); (ii) with the consent of the Committee in its sole discretion, by
personal check (subject to collection) which may in the Committee's discretion
be deemed conditional; and/or (iii) unless otherwise provided in the applicable
Plan agreement, by delivery of previously-



                                       21
<PAGE>


acquired shares of Common Stock owned by the grantee for at least six months (or
such longer or shorter period as the Committee may in its discretion determine
that will not result in variable accounting treatment) having a fair market
value (determined as of the option exercise date, in the case of options, or
other relevant payment date as determined by the Committee, in the case of other
Awards) equal to the portion of the exercise price being paid thereby, provided
that the Committee may require, as a condition of accepting any such delivery of
shares of Common Stock, that the grantee furnish an opinion of counsel
acceptable to the Company to the effect that such delivery would not result in
the grantee incurring any liability under Section 16(b) of the Act and does not
require any Consent (as defined in Section 3.2) (a "Compliance Opinion").
Payment in accordance with clause (i) of this Section 2.9(b) may be deemed to be
satisfied, if and to the extent that the applicable Plan agreement so provides
or the Committee permits, by delivery to the Company of an assignment of a
sufficient amount of the proceeds from the sale of Common Stock to be acquired
pursuant to the Award to pay for all of the Common Stock to be acquired pursuant
to the Award and an authorization to the broker or selling agent to pay that
amount to the Company and to effect such sale at the time of exercise or other
delivery of shares of Common Stock, provided that the Committee may require, as
a condition of accepting any such payment, that the grantee furnish a Compliance
Opinion. In the case of payment made in accordance with clause (iii) of this
Section 2.9(b) or clause (ii) of Section 3.4(b), if (A) the person paying the
option exercise price or other payment required by a Plan agreement is the
grantee of the Award and is actively employed by, or serving as a director of,
the Company or its Affiliates on the exercise date and (B) all or any portion of
the previously-acquired shares of Common Stock so delivered in payment were
acquired by the grantee upon exercise of an option or stock appreciation right,
then, if and to the extent that the applicable Plan agreement so provides or the
Committee in its sole discretion so determines, the grantee shall be granted a
replacement option on the option exercise date or other payment date to purchase
a number of shares of Common Stock equal to the number of shares so delivered in
payment, at an exercise price equal to the fair market value of the Common Stock
on the exercise date and upon such other terms, conditions and restrictions
(which may be the same as or different than the terms, conditions and
restrictions of the Award so exercised) as the Committee may determine and set
forth in the Plan agreement evidencing such replacement option. As soon as
practicable after receipt of full payment, the Company shall, subject to the
provisions of Sections 2.8(f) and 3.2, deliver to the grantee a certificate or
certificates for the shares of Common Stock deliverable pursuant to such Award,
which certificate or certificates may bear such legends as the Company may deem
appropriate concerning restrictions on their disposition in accordance with
applicable federal and state securities laws, rules and regulations or
otherwise.

               (c) Notwithstanding any other provision of this Plan or the
applicable Plan agreement, no grantee shall, directly or indirectly, sell any
shares of Common Stock unless (i) such grantee owns the shares to be sold or has
exercised an Award with respect thereto and the shares to be sold are
immediately issuable to the grantee pursuant to such exercise (subject to
Section 2.8(g) if applicable) and (ii) such grantee delivers such shares in
settlement in accordance with all settlement rules applicable to such
transaction.

         2.10  Termination of Employment or Services.

               (a) The following "default rules" set forth in this Section
2.10 shall govern the exercisability of options and the continuation of other
Awards following termination of employment of a grantee with the Company and its
Affiliates except in each case where: (i) other provisions of the Plan specify a
different rule (e.g., Section 3.11 dealing with early termination of an option
following certain corporate events); or (ii) the Plan agreement provides for a
different rule (as specified by the Committee pursuant to its authority under
the Plan).

               (b) Upon termination of a grantee's employment with the
Company and its Affiliates, (i) by the Company or its Affiliate either for (A)
"good reason" as defined in the Revlon Executive Severance Policy as in effect




                                       22
<PAGE>


on the date of adoption of this Plan, with respect to employees or (B) "good
reason", "cause" or any like term as defined under any employment agreement to
which a grantee may be a party or (ii) by a grantee otherwise than either for
(A) "good reason", "cause" or any like term as defined under any employment
agreement to which a grantee may be a party from time to time or (B) the reasons
described in subsection (d) or (e) hereof, all outstanding options and stock
appreciation rights granted to such grantee shall cease to be exercisable, the
portions of all restricted stock Awards which are unvested or as to which all
restrictions have not lapsed shall be automatically cancelled and such grantee
may not satisfy any condition, limitation or restriction which is unsatisfied
(and no additional portion shall otherwise become vested) under any other
outstanding Award, following the date of such termination of employment with
respect to employees, and all outstanding Awards held by such grantee shall in
all respects automatically be canceled on the date of such termination of
employment.

               (c) Upon termination of a grantee's employment with the Company
and its Affiliatesfor any reason other than as described in subsection (b), (d)
or (e) hereof, the portions of outstanding options and stock appreciation rights
granted to such grantee that are exercisable as of the date of termination of
employment may continue to be exercised, and any payment or notice provided for
under the terms of any other outstanding Award as respects the portion thereof
vested as of the date of termination of such employment may be given for a
period of ninety (90) days from and including the date of termination of such
employment or services, but no additional portions of outstanding options or
stock appreciation rights granted to such grantee shall become exercisable, and
such grantee may not satisfy any condition, limitation or restriction which is
unsatisfied (and no additional portion shall otherwise become vested) under any
other outstanding Award, following the date of such termination of employment,
and such unexercisable or unvested Awards or parts thereof, including the
portions of all restricted stock awards which are unvested or as to which all
restrictions have not lapsed, shall in all respects automatically be canceled on
the date of such termination of employment.

               (d) If the grantee voluntarily retires with the consent of the
grantee's employer or the grantee's employment or services as a non-employee
director terminates due to permanent disability, the portions of outstanding
options and stock appreciation rights granted to such grantee that are
exercisable as of the date of voluntary retirement or termination of employment
may continue to be exercised, and any payment or notice provided for under the
terms of any other outstanding Award as respects the portion thereof vested as
of the date of termination of such employment may be given for a period of one
year from and including the date of termination of such employment, but no
additional portions of outstanding options or stock appreciation rights granted
to such grantee shall become exercisable, and such grantee may not satisfy any
condition, limitation or restriction which is unsatisfied (and no additional
portion shall otherwise become vested) under any other outstanding Award,
following the date of such termination of employment, and such unexercisable or
unvested Awards or parts thereof, including the portions of all restricted stock
awards which are unvested or as to which all restrictions have not lapsed, shall
in all respects automatically be canceled on the date of such termination of
employment.

               (e) If the grantee's employment terminates by reason of death,
or if the grantee's employment terminates under circumstances providing for
continued exercisability under subsection (c) or (d) of this Section 2.10 and
during the period of continued exercisability described in subsection (c) or (d)
the grantee dies, the portions of outstanding options and stock appreciation
rights granted to such grantee that are exercisable as of the date of the
grantee's death may continue to be exercised, and any payment or notice provided
for under the terms of any other outstanding Award as respects the portion
thereof vested as of the date of death of such grantee may be given by the
person to whom such rights have passed under the grantee's will (or, if
applicable, pursuant to the laws of descent and distribution) for a period of
one year from and including the date of the grantee's death (notwithstanding
that such period may extend more than 10 years after the grant of the Award),
but no additional portions of outstanding options or



                                       23
<PAGE>


stock appreciation rights granted to such grantee shall become exercisable, and
such grantee (or the person to whom such rights have passed under the grantee's
will (or, if applicable, pursuant to the laws of descent and distribution)) may
not satisfy any condition, limitation or restriction which is unsatisfied (and
no additional portion shall otherwise become vested) under any other outstanding
Award, following either the date of death of such grantee as respects a grantee
whose employment terminates by reason of death, or the date provided in
subsection (c) or (d) as respects a grantee whose death occurs during the period
of continued exercisability provided in subsection (c) or (d), and such
unexercisable or unvested Awards or parts thereof, including the portions of all
restricted stock awards which are unvested or as to which all restrictions have
not lapsed, shall in all respects automatically be canceled either on the date
of death of such grantee as respects a grantee whose employment terminates by
reason of death, or the date provided in subsections (c) or (d) as respects a
grantee whose death occurs during the period of continued exercisability
provided in subsections (c) or (d).

               (f) Notwithstanding the foregoing, the Committee may in its
sole discretion provide for a longer or shorter period for exercise of an option
or stock appreciation right or may permit a grantee to continue vesting under
any option, stock appreciation right or restricted stock award or to make any
payment, give any notice and continue satisfying any performance or other
condition under any other Award in the case of a grantee whose employment
terminates for any reason, including without limitation: (1) such grantee's
employer ceases to be an Affiliate of the Company; or (2) a grantee transfers
employment with the Company's consent to a purchaser of a business disposed of
by the Company; or (3) a grantee voluntarily retires with the consent of the
grantee's employer; or (4) a grantee's employment terminates due to permanent
disability; or (5) a grantee dies. The Committee may in its sole discretion
determine: (i) whether any termination of employment is a voluntary retirement
with employer or Company consent or is due to permanent disability for purposes
of the Plan; (ii) whether any leave of absence (including any short-term or
long-term disability or medical leave) constitutes a termination of employment
within the meaning of the Plan; or (iii) the applicable date of any such
termination of employment or permanent disability, and (iv) the impact, if any,
of any of the foregoing on Awards under the Plan.

               (g) Any grantee who terminates employment with the Company and
its Affiliates who accepts employment with a competitor of the Company in
violation of the Company's Employee Agreement as to Confidentiality and
Non-Competition, as in effect from time to time, or in violation of any other
non-competition agreement or covenant executed by the grantee, as in effect from
time to time shall, within ten (10) days of such acceptance of employment, make
a cash payment to the Company equal to the value of any: (1) profits realized
from the exercise of any option or stock appreciation right during the twelve
(12) month period immediately prior to termination of employment; and (2)
restricted stock which vested, or any other Award which vested or for which
consideration was received, during the twelve (12) month period immediately
prior to the date of such termination of employment and the Company shall be
authorized to deduct such amounts from any amounts otherwise due such grantee.


                                   ARTICLE III

                                  MISCELLANEOUS

         3.1   Amendment of the Plan; Modification of Awards



                                       24
<PAGE>


               (a) The Board may, without shareholder approval, at any time
and from time to time suspend or discontinue the Plan or revise or amend it in
any respect whatsoever, except that no such amendment shall impair any rights
under any Award theretofore made under the Plan without the consent of the
person to whom such Award was made. Furthermore, except as and to the extent
otherwise permitted by Section 3.5 or 3.11, no such amendment shall, without
shareholder approval:

                   (i)   materially increase the benefits accruing to grantees
                         under the Plan;

                   (ii)  materially increase the number of shares of Common
                         Stock in respect of which Awards may be issued under
                         the Plan pursuant to Section 1.5 or pursuant to grants
                         of restricted or unrestricted stock awards pursuant to
                         Section 2.4, or increase the number of shares of Common
                         Stock in respect of which Awards may be granted in any
                         year under Section 1.5 or 2.5;

                   (iii) materially modify the designation in Section 1.3 of the
                         class of persons eligible to receive Awards under the
                         Plan;

                   (iv)  except as provided in Section 2.10(e), permit a stock
                         option or unrelated stock appreciation right to be
                         exercisable, or shares of Common Stock underlying any
                         other Award to vest or become deliverable, more than 10
                         years after the date of grant;

                   (v)   permit a stock option to have an option exercise price,
                         or a stock appreciation right to have an appreciation
                         base, of less than 100% of the fair market value of a
                         share of Common Stock on the date the stock option or
                         stock appreciation right is granted; or

                   (vi)  extend the term of the Plan beyond the period set forth
                         in Section 3.14.

               (b) With the consent of the grantee (unless otherwise provided
in the Plan or the applicable Plan agreement) and subject to the terms and
conditions of the Plan (including Section 3.1(a)), the Committee may amend
outstanding Plan agreements with such grantee, including, without limitation,
any amendment which would (i) accelerate the time or times at which an Award may
vest or be exercised and/or (ii) extend the scheduled expiration date of the
Award.

         3.2   Restrictions.

               (a) If the Committee shall at any time determine that any
Consent (as hereinafter defined) is necessary or desirable as a condition of, or
in connection with, the granting of any Award under the Plan, the acquisition,
issuance or purchase of shares or other rights thereunder, any determination
regarding vesting or termination of any Award or satisfaction of any performance
or other condition thereunder or the taking of any other action thereunder (each
such action being hereinafter referred to as a "Plan Action"), then such Plan
Action shall not be required to be taken, in whole or in part, unless and until
such Consent shall have been effected or obtained to the full satisfaction of
the Committee. Without limiting the generality of the foregoing, in the event
that (i) the Committee shall be entitled under the Plan to make any payment in
cash, Common Stock or both, and (ii) the Committee shall determine that Consent
is necessary or desirable as a condition of, or in connection with, payment in
any one or more of such forms, then the Committee shall be entitled to determine
not to make any payment whatsoever until such Consent shall have been obtained
in the manner aforesaid.



                                       25
<PAGE>


               (b) The term "Consent" as used herein with respect to any Plan
Action means (i) any and all listings, registrations or qualifications in
respect thereof upon any securities exchange or other self-regulatory
organization or under any federal, state, local or foreign law, rule or
regulation, (ii) the expiration, elimination or satisfaction of any
prohibitions, restrictions or limitations under any federal, state, local or
foreign law, rule or regulation or the rules of any securities exchange or other
self-regulatory organization, (iii) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or
with respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made, and (iv) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies or any parties to any loan agreements or other
contractual obligations of the Company or any of its Affiliates.

         3.3   Nontransferability.

               (a) No Award granted to any grantee under the Plan and no
rights under any Plan agreement shall be assignable or transferable by the
grantee (voluntarily or by operation of law) other than by will or by the laws
of descent and distribution to the extent provided by the Plan and any
applicable Plan agreement. During the lifetime of the grantee, all rights with
respect to any Award granted to the grantee under the Plan or under any Plan
agreement shall be exercisable only by such grantee.

               (b) Notwithstanding Section 3.3(a), the Committee may in the
applicable Plan Agreement or at any time thereafter provide that options granted
hereunder which are not intended to qualify as incentive stock options under
Code section 422 may be transferred without consideration by the grantee,
subject to such rules as the Committee may adopt to preserve the purposes of the
Plan, to:

                   (i)   the grantee's spouse, children or grandchildren
                         (including adopted and stepchildren and grandchildren)
                         (collectively, the "Immediate Family");

                   (ii)  a trust solely for the benefit of the grantee and or
                         members of his or her Immediate Family; or

                   (iii) a partnership or limited liability company whose only
                         partners or shareholders are the grantee and/or members
                         of his or her Immediate Family members.

                   (each transferee described in clauses (i), (ii) and (iii)
                   above is hereinafter referred to as a "Permitted
                   Transferee"); provided that the grantee provides the
                   Committee with advance written notice describing the terms
                   and conditions of the proposed transfer and the Committee
                   notifies the grantee in writing that such a transfer would
                   comply with the requirements of the Plan and any applicable
                   Plan Agreement; and provided further that with respect to
                   options granted to officers and directors subject to the
                   reporting requirements of Section 16 of the Securities
                   Exchange Act of 1934, as amended (the "Exchange Act") no
                   such options may be transferred within six months of the
                   grant date to the extent such transfer would result in the
                   grant of the option being deemed to constitute a non-exempt
                   purchase under Section 16 of the Exchange Act. The terms of
                   any such transferred option shall apply to the Permitted
                   Transferee, except that (a) Permitted Transferees shall not
                   be entitled to transfer any options, other than by will or
                   the laws of descent and distribution; and (b)



                                       26
<PAGE>


                   Permitted Transferees shall not be entitled to exercise any
                   transferred options unless there shall be in effect a
                   registration statement on an appropriate form under the
                   Securities Act of 1933, as amended, covering the shares to
                   be acquired pursuant to the exercise of such option if the
                   Committee determines that such a registration statement is
                   necessary or appropriate. Upon notice from a Permitted
                   Transferee of its intent to exercise an option, the
                   Committee shall advise such Permitted Transferee if a
                   registration statement is necessary and if so whether such
                   registration statement is in effect.

         3.4   Withholding Taxes.

               (a) Whenever under the Plan shares of Common Stock are to be
delivered upon exercise of an option or stock appreciation right, upon the lapse
of restrictions on restricted stock awards, pursuant to performance awards or
otherwise, the Committee shall be entitled to require as a condition of delivery
that the grantee remit an amount sufficient to satisfy all federal, state and
other governmental withholding tax requirements related thereto. Whenever cash
is to be paid to a grantee under the Plan (whether upon the exercise or
cancellation of an Award or otherwise), the Company shall be entitled as a
condition of its payment to deduct therefrom, or from any compensation, expense
reimbursement or other payments due to the grantee, an amount sufficient to
satisfy all federal, state and other governmental withholding tax and like
requirements related thereto or to the delivery of any shares of Common Stock
under the Plan.

               (b) A grantee may satisfy, in whole or in part, the foregoing
withholding requirements by delivery of unrestricted shares of Common Stock
owned by the grantee for at least six months (or such shorter or longer period
as the Committee may approve or require that will not result in variable
accounting treatment) having a fair market value (determined as of the date of
such delivery by the grantee) equal to the amount otherwise payable. Without
limiting the generality of the foregoing: (i) the Committee may require, as a
condition of accepting any such delivery of shares of Common Stock, that the
grantee furnish a Compliance Opinion and (ii) such delivery may be made by
withholding shares of Common Stock from the shares otherwise issuable pursuant
to the exercise of the Award giving rise to the tax withholding obligation (in
which event the date of delivery shall be deemed the date the Award was
exercised).

         3.5   Adjustments Upon Changes in Capitalization. If and to the extent
specified by the Committee, the number of shares of Common Stock which may be
issued under the Plan, the number of shares of Common Stock subject to or
underlying options, unrelated stock appreciation rights, and restricted stock
awards and performance awards theretofore granted under the Plan, any annual or
other limitation on the number of shares with respect to which Awards may be
granted, and the option exercise price of options, the appreciation base of
stock appreciation rights and any payments due with respect to other Awards
theretofore granted under the Plan, may be appropriately adjusted (as the
Committee may determine) for any increase or decrease in the number of issued
shares of Common Stock resulting from the subdivision or combination of shares
of Common Stock or other capital adjustments, or the payment of a stock dividend
after the effective date of the Plan, or other increase or decrease in such
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that any options, unrelated stock appreciation rights,
restricted stock awards or performance awards, to the extent covering fractional
shares of Common Stock resulting from any such adjustment, shall be eliminated
and terminated, and provided further, that each incentive stock option granted
under the Plan shall not be adjusted in a manner that causes such option to fail
to continue to qualify as an "incentive stock option" within the meaning of Code
section 422. Adjustments under this Section shall be made by the Committee,
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive.



                                       27
<PAGE>


         3.6   Right of Discharge Reserved. Nothing in the Plan or in any Plan
agreement shall confer upon any officer, director, employee or other person the
right to continue in the employment of, or to continue performing services as a
director for, the Company or any of its Affiliates or affect any right which the
Company or any of its Affiliates may have to terminate the employment or
services of such officer, director, employee or other person.

         3.7   No Rights as a Stockholder. No grantee or other person exercising
an option or stock appreciation right or entitled to delivery of shares of
Common Stock pursuant to any other Award shall have any of the rights of a
stockholder of the Company with respect to shares subject to an option or stock
appreciation right or shares deliverable upon exercise of any other Award until
the issuance of a stock certificate to such person for such shares. Except as
otherwise provided in Section 3.5, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in
cash, securities or other property) for which the record date is prior to the
date such stock certificate is registered in the name of the grantee. In the
case of a grantee of a restricted stock award, the grantee shall have the rights
of a stockholder of the Company if and only to the extent provided in the
applicable Plan agreement.

         3.8   Nature of Payments.

               (a) Any and all grants of options, stock appreciation rights,
stock awards and performance awards and payments of cash or issuances of shares
of Common Stock hereunder shall be granted, issued, delivered or paid, as the
case may be, in consideration of services performed for the Company or for its
Affiliates by the grantee.

               (b) All such grants, issuances and payments shall constitute a
special incentive payment to the grantee and shall not, unless otherwise
determined by the Committee, be taken into account in calculating the amount of
compensation of the grantee for the purposes of determining any pension,
retirement, death or other benefits under (i) any pension, retirement, life
insurance or other benefit plan of the Company or any Affiliate or (ii) any
agreement between the Company or any Affiliate, on the one hand, and the grantee
on the other hand.

               (c) By accepting an Award under the Plan, the grantee shall
thereby be understood to have waived any claim to continued exercise or vesting
of an Award or to damages or severance entitlement related to non-continuation
of the Award beyond the period provided herein or in the applicable Plan
agreement, notwithstanding any contrary provision in any written employment
contract or other agreement with the grantee, whether any such agreement is
executed before or after the grant date of the Award.

         3.9   Non-Uniform Determinations. The Committee's determinations under
the Plan need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, Awards under the Plan (whether or not such
persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective Plan agreements, as to (a) the persons to receive Awards under the
Plan, (b) the terms and provisions of Awards under the Plan, (c) the exercise by
the Committee of its discretion in respect of the exercise of rights pursuant to
the terms of the Plan or any Plan agreement, and (d) the treatment of leaves of
absences, disability leaves, terminations for cause or good reason and other
determinations under the Plan or any Plan agreement.



                                       28
<PAGE>


         3.10  Other Payments or Awards. Nothing contained in the Plan shall be
deemed in any way to limit or restrict the Company, any Affiliate or the
Committee from making any award or payment or granting any right to any person
under any other plan, arrangement or understanding, whether now existing or
hereafter in effect.

         3.11  Reorganization.

               (a) In the event that Revlon or any successor is merged or
consolidated with another corporation and, whether or not Revlon or such
successor shall be the surviving corporation, there shall be any change in the
shares of Common Stock as then constituted by reason of such merger or
consolidation, or in the event that all or substantially all of the assets of
the Company are acquired by another person, or in the event of a reorganization
or liquidation of Revlon or any successor (each such event being herein after
referred to as a "Reorganization Event") or in the event that the Board shall
propose that Revlon or any successor enter into a Reorganization Event, then the
Committee may in its discretion, by written notice to a grantee, provide that
such grantee's options and stock appreciation rights and all other Awards
requiring action on the part of such grantee will be terminated unless such
grantee exercises or takes such action within 30 days (or such longer period as
the Committee shall determine in its sole discretion) after the date of such
notice; provided however that if the Committee takes such action the Committee
also shall accelerate to an appropriate earlier date the dates upon which all
outstanding options and stock appreciation rights of such grantee shall be
exercisable and such action under such other Awards may be taken. The Committee
also may in its discretion, by written notice to a grantee, provide that the
restrictions on restricted stock awards lapse and the performance and other
conditions of other Awards shall be adjusted in the event of a Reorganization
Event upon such terms and conditions as the Committee may determine.

               (b) Whenever deemed appropriate by the Committee, the actions
referred to in Section 3.11(a) may be made conditional upon the consummation of
the applicable Reorganization Event.

         3.12  Legend on Certificates. All certificates for shares of Common
Stock issued pursuant to Awards hereunder may be stamped or otherwise imprinted
with a legend in such form as the Company may require with respect to any
applicable restrictions on the sale or transfer of shares.

         3.13  Section Headings. The section headings contained herein are for
the purposes of convenience only and are not intended to define or limit the
contents of said sections.

         3.14  Effective Date and Term of Plan.

               (a) This Plan shall be deemed adopted and become effective as
of February 17, 2002.

               (b) The Plan shall terminate on February 22, 2006, and no
Awards shall thereafter be made under the Plan. Notwithstanding the foregoing,
all Awards made under the Plan prior to such termination date shall remain in
effect until such Awards have been satisfied or terminated in accordance with
the terms and provisions of the Plan and the applicable Plan agreement.

         3.15  Tenure. A participant's right, if any, to continue to serve the
Company or any of its Affiliates as a director, officer, employee or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan.



                                       29
<PAGE>


         3.16  Unfunded Plan. Participants shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.

         3.17  Governing Law. This Plan shall be governed by the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state.

         3.18  Conditions. If pursuant to Section 2.10(f) or Section 3.11(a) the
dates upon which options shall be exercisable are accelerated, it shall be on
the condition that with respect to options granted to officers and directors
subject to the reporting requirements of Section 16 of the Exchange Act the
shares underlying such options may not be sold by any such individual (or their
estate or Permitted Transferee) within 6 months after the grant of the option to
the extent such sale would result in the grant of the option being deemed to
constitute a non-exempt purchase under Section 16 of the Exchange Act.



                                       30