LETTER WAIVER

Dated as of December 29, 2012

To the holders of the Notes

(collectively, “you” or the “Holders”)

issued pursuant to the Note Purchase Agreement referred to below

Ladies and Gentlemen:

We refer to the Note Purchase Agreement, dated as of November 23, 2010, as amended by that certain First Amendment to Note Purchase Agreement, dated as of August 15, 2012 (the “Note Purchase Agreement”), among Avon Products, Inc., a New York corporation (“us” or “API”), and each of the Purchasers. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Note Purchase Agreement.

We hereby request that you temporarily waive until January 31, 2013, and by executing this Letter Waiver you hereby temporarily waive until January 31, 2013, any Default or Event of Default that may arise as of December 31, 2012 as a result of API's inability to comply with the Interest Coverage Ratio set forth in Section 10.1 of the Note Purchase Agreement.

This Letter Waiver shall become effective as of the date first above written when (i) each Holder shall have received from API payment in respect of the waiver contemplated hereby, on or before December 31, 2012, in an amount equal to 0.125% (12.5 basis points) of the principal amount of Notes held by such Holder, and (ii) Bingham McCutchen LLP, on behalf of each Holder, shall have received counterparts of this Letter Waiver executed by API, reaffirmed by the Subsidiary Guarantor and executed by Holders constituting the Required Holders.

In consideration of the payment to the Holders pursuant to this Letter Waiver (and so long as same are paid), API and the Holders agree that, for all purposes of Section 10.8(a) of the Note Purchase Agreement, payments of fees, except to the extent in excess of 12.5 basis points (0.125%) expressed as a percentage of the outstanding principal amount (in the case of term loans) or commitments (in the case of revolving commitments), may be paid substantially concurrently herewith in connection with amendments to the Principal Credit Facilities outstanding on the date hereof without requiring any payment of fees to Holders pursuant to Section 10.8(a) (and for purposes thereof such fees, except to the extent in excess of 12.5 basis points (0.125%) as described above, shall be ignored).

In consideration of the Holders entering into this Letter Waiver, API agrees that, prior to January 31, 2013 (a) it shall not enter into or give effect to a refinancing or other voluntary repayment, repurchase or material reduction of amounts outstanding in respect of its term loan agreement dated as of June 29, 2012, as amended, and (b) if a Responsible Officer becomes aware of any event or occurrence which would constitute a Default or Event of Default in respect of the Interest Coverage Ratio set forth in Section 10.1 of the Note Purchase Agreement (for this purpose, determined as if the waiver evidenced hereby was not in effect), it shall promptly (and in any event within five Business Days following a Responsible Officer becoming aware of same) provide Bingham McCutchen LLP on behalf of the Holders notice thereof.

The Note Purchase Agreement, the Subsidiary Guaranty and the Notes, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby

in all respects ratified and confirmed. Except as expressly provided herein, the execution, delivery and effectiveness of this Letter Waiver shall not operate as a waiver of any right, power or remedy of any Holder under the Note Purchase Agreement, the Subsidiary Guaranty or the Notes, or constitute a waiver of any provision of the Note Purchase Agreement, the Subsidiary Guaranty or the Notes except as and for the period specified herein. The entry into this Letter Waiver for the benefit of API shall not be construed to imply that any future amendment, consent or waiver will be granted by the Holders; the Holders reserve all of their rights and remedies under the Note Purchase Agreement, the Subsidiary Guaranty and the Notes, whether pursuant to contract, at law or in equity.

API and the Subsidiary Guarantor represent and warrant that no Default or Event of Default has occurred and is continuing under the Note Purchase Agreement as of the date hereof and after giving effect to this Letter Waiver.

If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by executing and returning a counterpart of this Letter Waiver to Scott A. Falk, Bingham McCutchen LLP, One State Street, Hartford, CT 06103-3178 (E-mail: ***@***) via physical or electronic delivery.

This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Letter Waiver.

    

This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York, excluding choice-of-law principles of the law of such State that would prohibit the application of the laws of a jurisdiction other than such State.

Very truly yours,

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