<PAGE>

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                           RENAISSANCE COSMETICS, INC.

                           __________________________


                                    ARTICLE I

                                     OFFICES

     SECTION 1.  REGISTERED OFFICE.  The corporation's registered office in the
state of Delaware shall be established and maintained at the office of The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the
city of Wilmington, in the county of New Castle, in the state of Delaware, and
The Corporation Trust Company shall be the registered agent of this corporation
in charge of the corporation's registered office in the state of Delaware.

     SECTION 2.  OTHER OFFICES.  The corporation may have other offices, either
within or without the state of Delaware, at such place or places as the board of
directors may from time to time appoint or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.  ANNUAL MEETINGS.  Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the state
of Delaware, and at such time and date as the board of directors, by resolution,
shall determine and as set forth in the notice of the meeting.

     If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day.  At each annual
meeting, the stockholders entitled to vote shall elect a board of directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.

     SECTION 2.  OTHER MEETINGS.  Meetings of stockholders for any purpose other
than the election of directors may be held at such time and place, within or
without the state of Delaware, as shall be stated in the notice of the meeting.
<PAGE>

     SECTION 3.  VOTING.  Each stockholder entitled to vote in accordance with
the terms of the corporation's certificate of incorporation and these Amended
and Restated By-Laws (these "By-Laws") shall be entitled to one vote, in person
or by proxy, for each share of stock entitled to vote held by that stockholder,
but no proxy shall be voted after three years from its date unless that proxy
provides for a longer period.  The vote for directors and, upon the demand of
any stockholder, the vote upon any other question before the meeting, shall be
by ballot.  All elections for directors shall be decided by plurality vote; all
other questions shall be decided by majority vote except as otherwise provided
by the corporation's certificate of incorporation or the laws of the state of
Delaware.

     A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

     SECTION 4.  QUORUM.  Except as otherwise required by law, by the
corporation's certificate of incorporation or by these By-Laws, the presence, in
person or by proxy, of stockholders holding a majority of the stock of the
corporation entitled to vote shall constitute a quorum at all meetings of the
stockholders.  In case a quorum shall not be present at any meeting, a majority
in interest of the stockholders entitled to vote thereat, present in person or
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite amount of
stock entitled to vote shall be present.  At any such adjourned meeting at which
the requisite amount of stock entitled to vote shall be represented, any
business may be transacted that might have been transacted at the meeting as
originally noticed.  Unless the adjournment is for more than thirty (30) days or
unless a new record date is set for the adjourned meeting, no notice of the
adjourned meeting need be given to any stockholder provided that the time and
place of the adjourned meeting were announced at the meeting at which the
adjournment was taken.

     SECTION 5.  SPECIAL MEETINGS.  Special meetings of the stockholders for any
purpose or purposes may be called by the Chairman, Vice-Chairman, Chief
Executive Officer, President or Secretary, or by resolution of the majority of
the board of directors or by vote of the stockholders holding 25% or more of the
outstanding stock of the corporation.

     SECTION 6.  NOTICE OF MEETINGS.  Written notice, stating the place, date
and time of the meeting, and the purpose or purposes for which the meeting is
called, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than 60 days before the date of the meeting.  No business other than that
stated in the notice shall be transacted at any meeting without the unanimous
consent of all the stockholders entitled to vote thereat.

                                     2
<PAGE>

     SECTION 7.  ACTION WITHOUT MEETING.  Unless otherwise provided by the
corporation's certificate of incorporation, any action required to be taken at
any annual or special meeting of stockholders, or any action that may be taken
at any annual or special meeting, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take that
action at a meeting at which all shares entitled to vote thereon were present
and voted.  Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.  NUMBER AND TERM.  The number of directors constituting the
board of directors shall be not more than nine nor less than one, as fixed from
time to time in these By-Laws or by action of the board of directors.  The
initial number of directors shall be three.  The directors shall be elected at
the annual meeting of the stockholders and each director shall be elected to
serve until his or her successor shall be elected and shall qualify.  Directors
need not be stockholders.

     SECTION 2.  RESIGNATIONS.  Any director or member of a committee may resign
at any time from his position as a director and/or member of a committee.  That
resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the president or secretary.  The acceptance of a resignation shall not be
necessary to make it effective.

     SECTION 3.  VACANCIES.  If the office of any director or member of a
committee becomes vacant, the remaining directors in office, though less than a
quorum by a majority vote, may appoint any qualified person to fill the vacancy
and that person shall hold office for the unexpired term and until his successor
shall be duly elected and qualified, provided, however, that if there are no
directors then in office due to a vacancy, the stockholders may elect a
successor who shall hold office for the unexpired term and until his successor
shall be duly elected and qualified.

     SECTION 4.  REMOVAL.  Except as hereinafter provided, any director or
directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote, at a special meeting of the stockholders
called for the purpose, and the vacancies thus created may be filled, at the
meeting held for the purpose of removal, by the affirmative vote of a majority
in interest of the stockholders entitled to vote.

     Unless the corporation's certificate of incorporation otherwise provides,
stockholders may effect removal of a director who is a member of a classified
board of directors only for cause. If the corporation's certificate of
incorporation provides for cumulative voting and if less than 

                                       3
<PAGE>

the entire board is to be removed, no director may be removed without cause 
if the votes cast against his removal would be sufficient to elect him if 
then cumulatively voted at an election of the entire board of directors, or, 
if there be classes of directors, at an election of the class of directors of 
which he is a part.

     If the holders of any class or series are entitled to elect one or more
directors by the provisions of the corporation's certificate of incorporation,
these provisions shall apply, with respect to the removal without cause of a
director or directors so elected, to the vote of the holders of the outstanding
shares of that class or series and not to the vote of the outstanding shares as
a whole.

     SECTION 5.  INCREASE OF NUMBER.  The number of directors may be increased
by the affirmative vote of a majority of the directors, though less than a
quorum, or by the affirmative vote of a majority in interest of the
stockholders, at the annual meeting or at a special meeting called for that
purpose, and by like vote the additional directors may be chosen at that meeting
to hold office until the next annual election and until their successors are
elected and qualify.

     SECTION 6.  POWERS.  The board of directors shall exercise all of the
powers of the corporation except such powers as are by law, or by the
corporation's certificate of incorporation or by these By-Laws, conferred upon
or reserved to the stockholders.

     SECTION 7.  COMMITTEES.  The board of directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation.  The presence of at least a majority of the members of a committee
shall be necessary to constitute a quorum.  The vote of a majority of committee
members present at a committee meeting at which a quorum is present shall be the
act of the committee.  The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of
any member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of the absent or disqualified member or members.

     Any committee, to the extent provided in the resolution of the board of
directors, or in these By-Laws, shall have and may exercise all the powers and
authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers that may require it; but no committee shall have the power
or authority in reference to amending the corporation's certificate of
incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation; and, unless the resolution, these By-Laws or the
corporation's certificate of incorporation expressly so provide, no committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock.

                                       4
<PAGE>

     SECTION 8.   MEETINGS.  The directors elected upon any annual meeting of
the stockholders may hold their first meeting for the purpose of organization
and the transaction of business, if a quorum be present, immediately after the
annual meeting of the stockholders; or the time and place of that meeting may be
fixed by consent in writing of all the directors.

     Regular meetings of the directors may be held without notice at such places
and times as shall be determined from time to time by resolution of the
directors.

     Special meetings of the board may be called by the chairman, vice chairman,
chief executive officer or the president on at least twenty-four hours notice to
each director, either personally, by telephone, mail, overnight delivery service
or by facsimile transmission; in like manner and on like notice, the chairman,
vice chairman, chief executive officer or the president must call a special
meeting on the written request of a majority of directors.

     Unless otherwise restricted by the corporation's certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and that participation in a meeting shall
constitute presence in person at the meeting.

     SECTION 9.  QUORUM.  A majority of the directors shall constitute a quorum
for the transaction of business.  The vote of a majority of directors present at
a meeting at which a quorum is present shall be the act of the board of
directors; provided, however, that in the case of any proposed action or matter
presented to the board of directors for its approval which is described in, or
subject to, subsection (a) of Section 144 of the Delaware General Corporation
Law ("DGCL"), in order to be the act of the board of directors, such proposed
action or matter must be approved by (1) a majority of the directors present at
a meeting at which a quorum is present AND (2) a majority of the disinterested
directors (within the meaning of Section 144 of the DGCL), without regard to
whether such disinterested directors are or are not present at such meeting.  If
at any meeting of the board there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by
announcement at the meeting that is so adjourned.

     SECTION 10.  COMPENSATION.  Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the board a fixed fee and expenses of attendance may be allowed for
attendance at each meeting.  Nothing in these By-Laws shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

     SECTION 11.  ACTION WITHOUT MEETING.  Any action required or permitted to
be taken at any meeting of the board of directors, or of any committee thereof,
may be taken without a meeting, if a written consent thereto is signed by all
members of the board or 

                                       5
<PAGE>

committee, as the case may be, and that written consent is filed with the 
minutes of proceedings of the board or committee.

     SECTION 12.  PRESUMPTION OF ASSENT.  A director of the corporation who is
present at a meeting of the board of directors or any committee designated by
the board at which action on any corporate matter is taken shall be deemed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting. 
Such right to dissent shall not apply to a director who voted in favor of such
action.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1.  OFFICERS.  The officers of the corporation shall be a
president, a treasurer, and a secretary, all of whom shall be elected by the
board of directors and who shall hold office until their successors are elected
and qualified.  In addition, the board of directors may elect a chairman, a
vice-chairman, a chief executive officer, a chief operating officer, one or more
vice-presidents and such assistant secretaries and assistant treasurers as they
may deem proper.  None of the officers of the corporation need be directors.

     Each of the foregoing officers shall have the power and authority to sign
instruments and stock certificates in accordance with section 103(a)(2) of the
Delaware General Corporation Law and to sign agreements on behalf of the
corporation.  The officers shall be elected at the first meeting of the board of
directors after each annual meeting of the stockholders.  Any two or more
offices may be held at the same time by the same person.  Any officer may be
removed, with or without cause, by the board of directors.  Any vacancy may be
filled by the board of directors.

     SECTION 2. OTHER OFFICERS AND AGENTS.  The board of directors may appoint
such other officers and agents as it may deem advisable, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board of directors.

     SECTION 3.  CHAIRMAN.  The chairman, if one be elected, shall preside at
all meetings of the stockholders and at all meetings of the board of directors,
and shall have such other power and authority and perform such other duties as
may be prescribed by these By-Laws or as may be assigned from time to time by
the board of directors.

     SECTION 4. VICE-CHAIRMAN.  The vice-chairman, if one be elected, shall, in
the absence or disability of the chairman, preside at all meetings of the
stockholders and at all meetings of the board of directors, and shall have such
other power and authority and perform 

                                       6
<PAGE>

such other duties as may be prescribed by these By-Laws or as may be assigned 
from time to time by the board of directors or the chairman.

     SECTION 5.  CHIEF EXECUTIVE OFFICER.  The chief executive officer, if one
be elected, shall, in the absence or disability of the chairman and vice-
chairman, preside at all meetings of the stockholders and at all meetings of the
board of directors, and shall have general supervision, direction and control of
the business and affairs of the corporation subject to the authorization and
control of the board of directors, and shall have such other power and authority
and perform such other duties as may be prescribed by these By-Laws or as may be
assigned from time to time by the board of directors.

     In the absence or disability of the chief executive officer, the president,
if available, and if the president is not available the chief operating officer,
if available, shall have the authority, and shall perform the duties, of the
chief executive officer.

     SECTION 6.  PRESIDENT.  The president shall, in the absence or disability
of the chairman, vice-chairman and chief executive officer, preside at all
meetings of the stockholders and at all meetings of the board of directors, and
shall have such other power and authority and perform such other duties as may
be prescribed by these By-Laws or as may be assigned from time to time by the
board of directors or the chief executive officer.

     In the absence or disability of the chief executive officer, the president,
if available, shall have the authority, and shall perform the duties, of the
chief executive officer.

     SECTION 7.  CHIEF OPERATING OFFICER.  The chief operating officer, if one
be elected, shall have such power and authority and perform such duties as may
be prescribed by these By-Laws or as may be assigned from time to time by the
board of directors or the chief executive officer.

     In the absence or disability of the president, the chief operating officer,
if available, shall have the authority, and shall perform the duties, of the
president.  In addition, in the absence or disability of the chief executive
officer and the president, the chief operating officer, if available, shall have
the authority and perform the duties of the chief executive officer.

     SECTION 8.  VICE PRESIDENT.  Each vice president shall have such power and
authority and perform such duties as may be prescribed by these By-Laws or as
may be assigned from time to time by the board of directors or the chief
executive officer.

     The board of directors may designate one or more vice presidents, in such
order of priority as shall be specified by the board of directors, to have the
authority, and to perform the duties, of the chief executive officer in the
absence or disability of the chief executive officer, the president and the
chief operating officer; provided, however, that no vice president shall have
such authority or perform such duties unless specifically designated for that
purpose by the board of directors.

                                        7
<PAGE>

     SECTION 9.  TREASURER.  The treasurer shall have the custody of the
corporate funds and securities, shall keep full and accurate account of receipts
and disbursements in books belonging to the corporation and shall deposit all
moneys and other valuables in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

     The Treasurer shall disburse the funds of the corporation as may be ordered
by the board of directors, or the chief executive officer, taking proper
vouchers for such disbursements.  He shall render to the chief executive officer
and board of directors at the regular meetings of the board of directors, or
whenever they may request it, an account of all his transactions as treasurer
and of the financial condition of the corporation.  If required by the board of
directors, he shall give the corporation a bond for the faithful discharge of
his duties in such amount and with such surety as the board of directors shall
prescribe.

     SECTION 10.  SECRETARY.  The secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these bylaws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the chief executive officer, the president, the chairman, the vice-chairman
or by the board of directors or stockholders, upon whose requisition the meeting
is called as provided in these By-Laws.

     The secretary shall record all the proceedings of the meetings of the
corporation and of the directors in a book to be kept for that purpose, and
shall perform such other duties as may be assigned to him by the chief executive
officer or the board of directors.  He shall have custody of the seal of the
corporation and shall affix the same to all instruments requiring it, when
authorized by the chief executive officer or the board of directors, and attest
the same. 

     SECTION 11.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  Assistant
treasurers, if any shall be elected, shall, in the absence of the treasurer,
have the authority, and perform the duties, of the treasurer, and shall have
such other power and authority and perform such other duties as may be
prescribed by these By-Laws or as may be assigned from time to time by the board
of directors or the chief executive officer.

     Assistant secretaries, if any shall be elected, shall, in the absence of
the treasurer, have the authority, and perform the duties, of the secretary, and
shall have such other power and authority and perform such other duties as may
be prescribed by these By-Laws or as may be assigned from time to time by the
board of directors or the chief executive officer.

                                    ARTICLE V

                                  MISCELLANEOUS

     SECTION 1.  CERTIFICATES OF STOCK.  Certificates of stock, signed by the
chairman or vice chairman of the board of directors, if they be elected,
president or vice-president, and the treasurer or an assistant treasurer, or
secretary or an assistant secretary, shall 

                                        8
<PAGE>

be issued to each stockholder certifying the number of shares owned by him in 
the corporation.  Any or all the signatures may be facsimiles.

     Section 2.  LOST CERTIFICATES.  A new certificate of stock may be issued in
the place of any certificate theretofore issued by the corporation, alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the corporation against any claim
that may be made against it on account of the alleged loss of the certificate,
or the issuance of the new certificate.

     SECTION 3.  TRANSFER OF SHARES.  The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon transfer the
old certificates shall be surrendered to the corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers, or to such
other person as the directors may designate, by whom they shall be cancelled,
and new certificates shall thereupon be issued.  A record shall be made of each
transfer and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

     SECTION 4.  STOCKHOLDERS RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than 60 nor less than ten days
before the date of the meeting, nor more than 60 days before any other action. 
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

     SECTION 5.  REGISTERED STOCKHOLDERS.  The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of the other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

     SECTION 6.  DIVIDENDS.  Subject to the provisions of the corporation's
certificate of incorporation, the board of directors may, out of funds legally
available therefor at any regular or special meeting, declare dividends upon the
capital stock of the corporation as and when they deem expedient.  Before
declaring any dividend there may be set apart out of any funds of the
corporation available for dividends, such sum or sums as the directors from time

                                       9
<PAGE>

to time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such other purposes as
the directors shall deem conducive to the interests of the corporation.

     SECTION 7.  SEAL.  The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

     SECTION 8.  FISCAL YEAR.  The fiscal year of the corporation shall be
determined by resolution of the board of directors.

     SECTION 9.  CHECKS.  All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation, and in such manner, as shall be determined from time to time by
resolution of the board of directors.

     SECTION 10.  NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required
by these By-Laws to be given, personal notice is not meant unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
corporation, and that notice shall be deemed to have been given on the day of
the mailing.  Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by statute.

     Whenever any notice whatsoever is required to be given under the provisions
of any law, or under the provisions of the corporation's certificate of
incorporation or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to that notice, whether before or after the time
stated therein, shall be deemed equivalent to that notice.

                                   ARTICLE VI

                                   AMENDMENTS

     These By-Laws may be altered or repealed and by-laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal of the by-law or by-laws to be made be
contained in the notice of that special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the board of directors, at any regular
meeting of the board of directors, or at any special meeting of the board of
directors, if notice of the proposed alteration or repeal, or of the by-law or
by-laws to be made, be contained in the notice of that special meeting.

                                       10
<PAGE>

                                   ARTICLE VII

                                 EFFECTIVE DATE

     These By-Laws are effective on or as of May 7, 1997, and supersede in 
their entirety the By-Laws of C.P. Holding Corp., a Delaware corporation.

                                        11