Avon Products, Inc. Long-Term Cash Bonus Plan, effective as of January 1, 2015

1.1.    Purpose. The purpose of this Plan is to provide certain long-term cash bonuses to eligible employees of the Company.

1.2.    Term. This Plan will be effective as of January 1, 2015 and will remain in effect until terminated in accordance with Section 7.1.

For purposes of the Plan and the Administrative Guidelines, the following terms will have the following meanings:

“Administrative Guidelines” means the guidelines, rules and procedures for administering and operating the Plan, as established from time to time by the Committee or its designee.

“Affiliate” means (a) an entity that directly or through one or more intermediaries is controlled by the Company, and (b) any entity in which the Company has a significant equity interest, as determined by the Company.

“Award” means a Long-Term Incentive Bonus or Long-Term Bonus granted under the Plan.

“Base Salary” means the Participant’s annualized base rate of salary as of the date designated by the Committee or its designee as reflected on the books and records of the Company, exclusive of bonus, commission, incentive compensation, fringe benefits, employee benefits, expense allowances and other nonrecurring forms of remuneration.

“Board” means the Board of Directors of the Company.

“Cause” has the meaning set forth in the Stock Plan.

“Change in Control” has the meaning set forth in the Stock Plan.

“Change in Control Good Reason” has the meaning set forth in the Stock Plan.

“Code” means the Internal Revenue Code of 1986.

“Code Section 409A” means Section 409A of the Code and the regulations and other guidance issued thereunder.

“Committee” means the Compensation and Management Development Committee of the Board.

“Company” means Avon Products, Inc.

“DCP” means the Avon Products, Inc. Deferred Compensation Plan.

“Disability” has the same meaning set forth in the Stock Plan.

“Long-Term Bonus” means the cash bonus payable to a Participant with respect to the time period as determined pursuant to the Plan and Administrative Guidelines.

“Long-Term Incentive Bonus” means the cash bonus payable to a Participant with respect to the performance period as determined pursuant to the Plan and Administrative Guidelines.

“Participant” means any employee of the Company or its Affiliates who is selected to participate in the Plan and granted a Long-Term Incentive Bonus and/or a Long-Term Bonus pursuant to the Plan and the Administrative Guidelines.

“Plan” means this Avon Products, Inc. Long-Term Cash Bonus Plan.

“Plan Year” means a one-year period beginning January 1 and ending on December 31.

“Retirement” has the meaning set forth in the Stock Plan.

“Senior Officer” has the meaning set forth in the Committee’s Charter.

“Separation from Service” means a separation from the service of the Company or an Affiliate within the meaning of and for purposes of Code Section 409A. “Separates from Service” means the incurrence of a Separation from Service.

“Stock Plan” means the Avon Products, Inc. 2013 Stock Incentive Plan.

The Committee or its designee will establish the Administrative Guidelines for administering and operating the Plan. The Committee may delegate its duties under the Plan to such individuals, and may revoke or change any such delegation, as it deems appropriate from time to time, provided that, notwithstanding any other provision of this Plan to the contrary, it may not delegate duties with respect to determining the eligibility and Awards under the Plan for any Senior Officer. The Committee or its designee will interpret and construe any and all provisions of the Plan and any determination made by the Committee or its designee under the Plan will be final and conclusive. Neither the Board nor the Committee, nor any member of the Board or the Committee, nor any employee of the Company will be liable for any act, omission, interpretation, construction or determination made in connection with the Plan (other than acts of willful misconduct) and the members of the Board and the Committee and the employees of the Company will be entitled to indemnification and reimbursement by the Company to the maximum extent permitted by law in respect of any claim, loss, damage or expense (including counsel’s fees) arising from their acts, omissions and conduct in their official capacity with respect to the Plan.

The Committee or its designee will select the employees of the Company or its Affiliates to participate in the Plan and to receive one or more Awards under the Plan from among such employees of the Company or its Affiliates. Being eligible for an Award for a particular performance period or time period does not guarantee eligibility for any subsequent Award. Employees selected to participate in the Plan may differ from Award to Award, performance period to performance period and time period to time period.

The Committee or its designee will establish procedures for granting Awards under the Plan, including grant date and notification.

6.1    Performance Measures, Adjustments, Periods and Achievement and Bonus Formula for Long-Term Incentive Bonus. The Committee or its designee will establish the performance measures, performance period, adjustments to performance measures and level of achievement of performance measures with respect to, and formula for calculating, any Long-Term Incentive Bonus payable under the Plan. Performance measures may differ from Participant to Participant and from Long-Term Incentive Bonus to Long-Term Incentive Bonus.

6.2    Bonus Time Period and Formula for Long-Term Bonus. The Committee or its designee will establish the time-period and formula for calculating any Long-Term Bonus payable under the Plan. The bonus time period and formula may differ from Participant to Participant and from Long-Term Bonus to Long-Term Bonus.

6.2.    Vesting. The Committee or its designee will establish the vesting requirements for each Award payable under the Plan, including the applicable vesting date, events which may trigger earlier vesting and amount payable upon vesting.

6.3.    Payment. Subject to Section 7.5(d) of the Plan, the Committee or its designee will establish the payment requirements for each Award payable under the Plan. Any Participant who is eligible to participate in the DCP may elect to defer into the DCP the payment of all or a portion of his or her Award, to the extent permitted by and in accordance with the terms and conditions of the DCP and Code Section 409A.

7.1    Amendment and Termination.

(a)The Committee or its designee may at any time amend, suspend, discontinue or terminate the Plan; provided, however, that no such amendment, suspension, discontinuance or termination made after the end of the specified performance period or time period, as applicable, will adversely affect the rights of any Participant to any Award, for such applicable performance period or time period. Notwithstanding the foregoing, the Committee or its designee may at any time amend, suspend, discontinue or terminate the Administrative

Guidelines; provided, however, that the Committee may not delegate duties with respect to determining the eligibility and Awards under the Plan for any Senior Officer. All determinations concerning the interpretation and application of this Section 7.1 will be made by the Committee or its designee. On and after a Change in Control, neither the Committee nor any designee may amend or terminate any Award under the Plan in a manner that adversely affects such Award without the consent of the holder of the Award. In the event of any inconsistency between the terms of the Plan and the Administrative Guidelines, except as otherwise expressly provided herein, the terms of the Plan will control.

(b)In the case of Participants employed outside of the United States, the Company or its Affiliates may vary the provisions of the Plan as deemed appropriate to conform to, as required by, or made desirable by, local laws, practices and procedures.

7.2    Designation of Beneficiary. If a Participant dies while entitled to a payment under the Plan, such payments will be made to his or her estate in accordance with the Plan and the Administrative Guidelines.

7.3    Unfunded Plan/Rights Unsecured. The Plan will be unfunded. No provision of the Plan will require the Company or an Affiliate, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor will the Company or an Affiliate maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants will have no rights under the Plan other than as unsecured general creditors of the Company. The Committee or its designee may, however, in the event of a potential Change in Control, determine to deposit an amount sufficient to pay outstanding Awards for each Participant calculated as set forth in Section 7.5(g) into a grantor trust, subject to the claims of the Company’s creditors in the event of the Company’s insolvency. The grantor trust shall serve as a source of payment of Awards calculated as set forth in Section 7.5(g) if a Participant is involuntarily terminated by the Company without Cause, or terminates for a Change in Control Good Reason, after the Change in Control but prior to payment of outstanding Awards. If the Change in Control does not occur prior to payment of an outstanding Award and the Company pays Awards to Participants in accordance with the terms and conditions of such Awards, the Company may recoup the amount so deposited in the grantor trust or other segregated arrangement together with earnings thereon.

7.4    Withholding Taxes. The Company will have the right to deduct from each Award made under the Plan any federal, state and local taxes required by such laws to be withheld with respect to any payment of the Plan.

7.5    Miscellaneous.

(a)    No Right of Continued Employment. No provision in the Plan will be construed as conferring upon any Participant any right to continue in the employment of the Company or any of its subsidiaries or Affiliates.

(b)    No Limitation on Corporate Actions. No provision of the Plan will be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any awards made under the Plan. No employee, Participant or other person will have any claim against the Company or any of its subsidiaries or Affiliates as a result of any such action.

(c)    Nonalienation of Benefits. Except as expressly provided herein, no Participant will have the power or right to transfer, anticipate, or otherwise encumber the Participant’s interest under the Plan. The Company’s obligations under the Plan are not assignable or transferable except that the Company’s obligations hereunder will become the obligations of a company which acquires all or substantially all of the assets of the Company or any company into which the Company may be merged or consolidated.

(d)    Code Section 409A. To the extent that any Award under the Plan is subject to Code Section 409A, any provision, application or interpretation of the Plan or the Administrative Guidelines that is inconsistent with such Section will be disregarded with respect to such Award, as applicable. To the extent that any Award is subject to Code Section 409A and is payable upon a Separation from Service, then, notwithstanding any other provision of this Plan or the Administrative Guidelines to the contrary, the Award will not be paid to the Participant during the six-month period immediately following the Participant's Separation from Service if the Participant is then deemed to be a "specified employee" (as that term is defined in Code Section 409A and determined pursuant to procedures and elections made by the Company). The Award will instead be paid on the first day of the seventh month following such Separation from Service. The Company will make all determinations as to who is a “specified employee”. The six month wait provision set forth in this Section 7.5(d) will cease to apply in the event of and following the Participant's death.

(e)    Payment in Cash. This Plan provides for cash awards and does not provide for awards paid in shares of Company common stock. Although this Plan incorporates by reference certain definitions and other provisions in the Stock Plan for ease of reference, this Plan is not part of the Stock Plan and no Award will be considered granted under or subject to the Stock Plan or will reduce any shares of Company common stock available for grant or otherwise subject to limits under the Stock Plan.

(f)    Employment Agreements. The Plan will be a long-term incentive plan for purposes of any employment agreement between the Company or an Affiliate and the Participant.

(g)    Change in Control. Except as otherwise provided in a Participant’s employment agreement with the Company in effect on the effective date of the Plan, if (A) a Change in Control occurs prior to the payment of an Award and (B) all Awards that are outstanding have been assumed by the new owner or surviving entity of the Company or its parent company and continued in accordance with their terms and conditions in effect on the date of the Change in Control, and (C) within two (2) years following such Change in Control a Participant experiences a Separation from Service, either: (i) by the Company without Cause; or (ii) due to the Participant incurring a Change in Control Good Reason, then, subject to Sections

7.5(d) and 7.5(h) of the Plan, the Award will be fully vested and paid out sixty (60) days following the effective date of the Separation from Service, and any applicable Long-Term Incentive Bonuses shall be calculated as if the applicable performance measures had been achieved at target if the applicable performance period has not yet been completed.

If, upon a Change in Control, outstanding Awards are not assumed by the new owner or surviving entity of the Company or its parent company and not continued in accordance with their terms and conditions in effect on the date of the Change in Control, then, subject to Sections 7.5(d) and 7.5(h) of the Plan, all outstanding Awards will be fully vested as of the effective date of the Change in Control and paid out sixty (60) days following such date and any applicable Long-Term Incentive Bonuses shall be calculated as if the applicable performance measures had been achieved at target without any proration.

(h)    Clawback of Awards. Awards issued pursuant to the Plan are subject to forfeiture and/or recoupment in the event a Participant has engaged in misconduct, including a (i) violation of the Company’s Code of Conduct, or (ii) violation of law within the scope of employment with the Company or any Affiliate. For Participants who are subject to the Company’s Compensation Recoupment Policy, any Award issued to such Participants under the Plan will be considered long-term incentive compensation that is subject to the Company’s Compensation Recoupment Policy.

(i)    Severability. If any provision of the Plan is held unenforceable, the remainder of the Plan will continue in full force and effect without regard to such unenforceable provision and will be applied as though the unenforceable provision were not contained in the Plan.

(j)    Governing Law. The Plan will be construed in accordance with and governed by the laws of the State of New York, without reference to the principles of conflict of laws.

(k)    Headings. Headings are inserted in the Plan for convenience of reference only and are to be ignored in the construction of the provisions of the Plan.

(l)    Rules of Construction. Except as otherwise expressly provided in the Plan, for purposes of the Plan, any reference in the Plan to:

AVON PRODUCTS, INC.