Amendment to Trust Agreement



 Exhibit 10.28 
 AMENDMENT TO TRUST AGREEMENT 
 This Amendment to Trust Agreement (this “Amendment”) is made
by Avon Products, Inc. (the “Company”) effective as of January 1, 2009. 
 W I T N E
S S E T H : 
 WHEREAS, the Company entered into a Trust Agreement (the “Trust Agreement”) with
The Chase Manhattan Bank, N.A., dated as of October 29, 1998; and 
 WHEREAS, Article X of the Trust Agreement provides that the Company
may amend the Trust Agreement pursuant to a resolution of its board of directors by delivering to the trustee a certified copy of such resolution and a written instrument duly executed and acknowledged in the same form as the Trust Agreement; and

 WHEREAS, the Company now wishes to amend the Trust Agreement in order to comply with Section 409A of the Internal Revenue Code
(“Section 409A”); 
 NOW, THEREFORE, the Company hereby amends the Trust Agreement as follows: 
 1. A new sentence is added to the end of Section 5.5 of the Trust Agreement to read as follows: 
 “The distribution right set forth in the immediately preceding sentence will not apply to any Participant under the SLIP (as amended as of
January 1, 2009) who has an “Individual Agreement” (as that term is defined in the SLIP, amended as of January 1, 2009). The Company shall notify the Trustee of all Participants under the SLIP who have such “Individual
Agreements” and the Trustee shall be fully protected in relying on such notification.” 
 2. Article IX of the Trust Agreement is
amended in its entirety to read as follows: 
 “ARTICLE IX 
 Termination 
 The Trust may be terminated by the Company with
respect to any Participant or Beneficiary under the SERP, and with respect to any Participant or Beneficiary under the SLIP subject to an “Individual Agreement” (as that term is defined in the SLIP), after payment to such Participants (or
their Beneficiaries), pursuant to the terms of the Plans and this Agreement, of all amounts held in the Trust for their Plan benefits. Any such termination may be effected, pursuant to a resolution of the Board of Directors of the Company, upon
delivery to the Trustee of a certified copy of 








 
such resolution and a written instrument of termination duly executed and acknowledged in the same form as this Agreement. The Trustee shall be fully
protected in relying on such resolution and written instrument of termination. 
 The foregoing provision shall not apply to
any Participant under the SLIP (other than those subject to an “Individual Agreement” as that term is defined in the SLIP) who are identified in writing by the Company to the Trustee and the Trust will continue to be terminable in
accordance with Article IX of the Trust Agreement as in effect immediately prior to January 1, 2009 for such Participants and Beneficiaries. 
 Upon complete termination of the Trust, any assets remaining in the Trust shall be returned to the Company.” 
 3. Section 11.9 of the Trust Agreement is amended in its entirety to read as follows: 
 “11.9 Adverse
Tax Consequences. 
 (a) Notwithstanding any other provision of the Trust Agreement to the contrary, the Trustee shall
make appropriate payments hereunder before such payments are otherwise due if it is notified by a Participant or Beneficiary, in the format provided in Appendix I, that based on (i) a change in the tax or revenue laws of the United States of
America, (ii) a published ruling or similar announcement issued by the Internal Revenue Service, (iii) a regulation issued by the Secretary of the Treasury or his delegate, (iv) a decision by a court of competent jurisdiction
involving the Participant or Beneficiary, or (v) a closing agreement made under Code Section 7121 that is approved by the Internal Revenue Service and involves the Participant or Beneficiary, that Participant or Beneficiary has recognized
or will recognize income for federal income tax purposes with respect to amounts that are or will be payable to him under the Plans before they are paid to him. The Company will provide written notification to the Trustee of the Participants and
Beneficiaries who have the payment right set forth in this Section 11.9(a) and the amount to be paid to each such Participant and Beneficiary. 
 (b) Notwithstanding any other provision of the Trust Agreement to the contrary, the Trustee shall make appropriate payments hereunder before such payments are otherwise due if it is notified by a Participant or
Beneficiary, in the format provided in Appendix II, that the Participant or Beneficiary has recognized, or will recognize during the then-current tax year, income for federal income tax purposes under Section 409A with respect to amounts that
are or will be payable to him under the Plans before they are paid to him. The amount of any such payment may not exceed the 
  

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amount that such Participant or Beneficiary has recognized, or will recognize during the then-current tax year, under Section 409A with respect to
amounts that are or will be payable to him under the Plans. The Company will provide written notification to the Trustee of the Participants and Beneficiaries who have the payment right set forth in this Section 11.9(b) and the amount to be
paid to each such Participant and Beneficiary (such right being limited to SLIP Participants not subject to Section 11.9(a) above with respect to SLIP benefits held in the Trust and SERP Participants and Beneficiaries with respect to SERP
benefits held in the Trust).” 
 4. The Trust Agreement is amended by adding Appendix II thereto in the form attached to this Amendment.

  

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 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on the date set forth below.

  

			
	AVON PRODUCTS, INC.
		
	By:	 	/s/ Kim K.W. Rucker
	Name: 	 	Kim K.W. Rucker
	Title:	 	Senior Vice President and General Counsel


  

									
					
	Attest: 	 	Karen Leu	 		 	Dated: 	 	November 14, 2008

 Acknowledgement 
  

			
	 STATE OF NEW YORK
	  	)
		  	)        ss.:
	 COUNTY OF NEW YORK
	  	)

 Personally appeared Kim K.W. Rucker of Avon Products, Inc., signer and sealer of the
foregoing instrument, and acknowledged the same to be his/her free act and deed as SVP and General Counsel and the free act and deed of said Company, before me on November 14, 2008. 
  

	
	
	/s/ Lorna P. Laemmie
	Notary Public

  
  

							
	 LORNA P. LAEMMIE
 Notary Public, State of New York
 No. 01LA4896276
 Qualified in Queens County
 Certificate Filed in New York County
 Commission Expires June 20, 2010
	 		 		 	

  

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 APPENDIX II 
 FORM OF NOTICE OF 409A TAXATION 
 I, the undersigned Participant (Beneficiary) under the Avon
Products, Inc. Trust Agreement, as amended, hereby notify JPMorgan Chase Bank as Trustee, that pursuant to Section 11.9(b) thereof, the undersigned has recognized or will recognize tax during the current tax year under Section 409A of the
Internal Revenue Code with respect to funds held in said trust. The undersigned requests payment of $                     from the trust funds to
which the undersigned is entitled. I certify that this amount does not exceed the amount required to be included in income as a result of the failure to comply with Section 409A and the regulations thereunder. 
  

	
	
	  
	Participant/Beneficiary


  

			
		
	Date: 	 	 

  

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