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satisfy your duties, as determined by the Chief Executive Officer (“CEO”), and work through the Separation Date;

sign and submit this Agreement within 21 days of the date of this Agreement, and you must not revoke the Agreement, within the time specified in the last Paragraph of this Agreement (within 7 days); and

sign and submit the Second General Release on the Separation Date, and you must not revoke the Second General Release within the time specified in the last Paragraph of this Agreement (within 7 days).

Avon Personal Savings Account Plan: With respect to the Avon Personal Savings Account Plan (the “PSA”), also known as the 401(k) Plan, you are considered a terminated employee on your Separation Date and are no longer entitled to participate. Upon your Separation Date, you may take a distribution of your benefits immediately. You may roll over the contents of your PSA account into an Individual Retirement Account or other tax-deferred savings account in accordance with applicable tax rules. Any outstanding loans you may have are payable within three months after your Separation Date.

2011 Transition Cash Plan: The Compensation and Management Development Committee (the “CC”), has determined that no benefit will be paid under this plan.

2011-2012 Transition Cash Plan: The payment, if any, under the 2011-2012 Transition Cash Plan will be paid in 2014, provided that the

LTIP (2011-2013 performance period): The payment, if any, under the Avon Products, Inc. Long-Term Incentive Cash Plan (the “LTIP”) for the performance period 2011-2013, will be paid in 2014, provided that the applicable performance measures have been satisfied. Your payment will be pro-rated 20/36, based upon your Separation Date.

LTIP (2012-2014 performance period): Because your Separation Date is prior to January 1, 2013, your LTIP award for the 2012-2014 performance period will be forfeited.

Deferred Compensation Plan: Under the Avon Products, Inc. Deferred Compensation Plan (the “DCP”), distributions will begin in accordance with the terms of the DCP and your elections thereunder. During the Salary Continuation Period, you are not eligible to defer any monies into the DCP. The form and timing of your DCP payment elections are available online at www.mullinconsulting.com. Generally, the first payment will be made in January 2014.

2009 Time-Based RSUs: A pro-rated portion of your 2009 restricted stock units (“RSUs”) will vest on your Separation Date (based upon completed months from the grant date to the Separation Date (37/48)) and will be settled on March 1, 2013, as required by 409A.

2011 PRSU Award: A pro-rated portion of your 2011 performance-restricted RSU (“PRSUs”) will vest on your Separation Date (based upon completed months since January 1, 2011 through the Separation Date (20/36)) and will be settled in 2014, provided that the applicable performance measures have been satisfied.

2012 PRSU Award: Because your Separation Date is prior to January 1, 2013, your 2012 PRSU award will be forfeited.

Career Transition and Development Services: You will also receive career transition and development services provided by an Avon-approved vendor (the list of approved vendors and contact information will be separately provided to you). Your eligibility for outplacement services will begin on September 1, 2012 and will continue for twelve (12) months, with up to twelve (12) additional one-month extensions, at Avon's discretion.

Perquisites

E-Mail and Voicemail: Your e-mail and voicemail will be discontinued as of your Separation Date.

You will not knowingly use or disclose, directly or through persons interposed, without Avon's prior written consent (which may only be provided by the Chief Executive Officer (“CEO”)), as and from this date, and at any time, any secret, confidential, or proprietary information or knowledge relating to Avon or any of its affiliated companies, and their respective businesses, agents, employees, customers and independent sales representatives, that you obtained or generated during or as a result of your employment at Avon, such as, but not limited to, financial information and projections, marketing information and plans, product formulations, samples, processes, production methods, intellectual property and trade secrets, data, know-how, sales, market development programs and plans, and other types of information not generally available to the public.

You will not knowingly take any action or make any statement, whether written or oral, whether in public or private, that disparages or defames the goodwill or reputation of Avon, its associated companies, or their directors, officers, and employees.

You will not, without Avon's prior written consent (which may only be provided by the CEO), during from the date of the Agreement, through February 28, 2015 (the “Noncompetition Period”), directly or indirectly hire, solicit, or aid in the solicitation of, any employee of Avon or an affiliated company, including any solicitation of an employee to leave his or her Avon employment to work for any other employer.

Notwithstanding anything else in this Agreement, you will not, during the Noncompetition Period, without Avon's prior written consent (which may only be provided by the Chief Executive Officer), accept employment with, or act as a consultant or independent contractor to, any company engaged in the direct selling business or the beauty business within or outside of the United States including, but not limited to, the following: Amway Corp./Alticor Inc., Beiersdorf (Nivea), De Millus S.A., Ebel Int'l/Belcorp Corp., Faberlic, Forever Living Products LLC USA, Gryphon Development/Limited Brands Inc., Herbalife Ltd., Hermès, Lady Racine/LR Health & Beauty Systems GmbH, L'Oréal Group/Cosmair Inc., Mary Kay Inc., Mistine/Better Way (Thailand) Co. Ltd., Natura Cosmetics S.A., Neways Int'l, NuSkin Enterprises Inc., O Boticário, Oriflame Cosmetics S.A., Reckitt Benckiser PLC, Revlon Inc., Sara Lee Corporation, Shaklee Corp., The Body Shop Int'l PLC, The Estée Lauder Companies Inc., The Procter & Gamble Company, Tupperware Corp., Unilever Group (N.V. and PLC), Virgin Vie, Virgin Ware, Vorwerk & Co. KG/Jafra Worldwide Holdings (Lux) S.à.R.L. Inc., Yanbal Int'l (Yanbal, Unique), or any of their affiliates.

By signing this Agreement and the Second General Release, you are agreeing that you may be reasonably requested from time to time by Avon: (x) to advise and consult on matters within or related to your expertise and knowledge in connection with the business of Avon; (y) to make yourself available to Avon to respond to requests for information concerning matters involving facts or events relating to Avon; and (z) to assist with pending and future litigation, investigations, arbitrations, and/or other dispute resolution matters. If you provide such consultation during the Noncompetition Period, Avon will only reimburse you for reasonable related out-of-pocket expenses. If you provide such consultation after the Noncompetition Period ends, you shall be paid at your current salary rate for time expended by you at Avon's request on such matters, and shall also receive reimbursement for reasonable out-of-pocket expenses incurred in connection with such assistance. You understand that, with respect to any consultation services provided by you under this paragraph, you will not be credited with any compensation, service or age credit for purposes of eligibility, vesting, or benefit accrual under any employee benefit plan of Avon, unless such employee benefit plan specifically provides for such credit.

By signing this Agreement and the Second General Release, you acknowledge that you understand that violations of any of the preceding covenants are material and that any violations may result in a forfeiture, at

Return of Avon Property: On your Separation Date, you agree to promptly deliver to Avon, and not keep in your possession, duplicate, or deliver to any other person or entity, any and all property which belongs to Avon or any of its affiliated companies, including, without limitation, computer hardware and software, cell phones, Blackberrys, iPhones, iPads, Androids, other electronic equipment, keys, credit cards, identification cards, records, data, and other documents and information, including any and all copies of the foregoing.

Employment Inquiries: You understand that, in the event Avon receives any inquiries from prospective employers, it shall be the policy of Avon to respond by advising that Avon's policy is to provide information only as to service dates and positions held.

Entire Agreement and Amendments to Agreement: You acknowledge that the only consideration for both your execution of this Agreement (which includes a general release of claims) and your execution of the Second General Release is what is expressly stated in this document. All other promises or agreements of any kind that have been made by or between the parties or by any other person or entity whatsoever that are related to the subject matter of this Agreement are superseded by this Agreement, except that any nondisclosure, intellectual property protection, non-solicit, non-compete or classified information agreements with the Company continue to apply and any plans (such as the PRA), agreements (such as any equity award agreement), or policies (such as Avon's clawback policy) that are referenced in this Agreement as continuing to be applicable are not superseded. You agree that this Agreement and the Second General Release may not be changed orally, by email, or by any other form of electronic communication, but only by a mutually signed, written agreement.

Severability: You agree that the provisions of this Agreement and the Second General Release are severable. If a provision or any part of a provision is held to be invalid under any law or ruling, the remaining parts of the provision will

Voluntary Participation: By signing this Agreement and the Second General Release, you warrant and represent that you have read this entire Agreement and the Second General Release, that you have had an opportunity to consult fully with an attorney, and that you fully understand the meaning and intent of this Agreement and the Second General Release. Further, you knowingly and voluntarily, of your own free will, without any duress, being fully informed, and after due deliberation, accept its terms and sign below as your own free act. You understand that as a result of executing this Agreement and the Second General Release, you will not have the right to assert that Avon or any other Avon Released Party (as defined both in the Agreement in Paragraph 19 below and in the Second General Release) unlawfully terminated your employment or violated any of your rights in connection with your employment.

Governing Law: You agree that this Agreement (which includes a general release of claims) and the Second General Release will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, and federal law where applicable. Any action at law or in equity for the enforcement of this Agreement, by either party, shall be instituted only in state or federal court located within the City of New York, State of New York except that, to the extent that Avon is seeking equitable relief to enforce your obligations under this Agreement, Avon may, instead of relying on this jurisdiction provision, seek such relief as provided in the last subparagraph under Your Obligations to Avon.

General Release: In consideration of the benefits herein and the other terms and conditions of this Agreement, you agree, on behalf of yourself and your heirs, executors, administrators, and assigns, to forever release, dismiss, and discharge (except as provided by this Agreement) Avon and its affiliated companies and each of their respective current and former officers, directors, associates, employees, agents, employee benefit plans, employee benefit plan fiduciaries, employee benefit plan trustees, shareholders, and assigns, each and all of them in every capacity, personal and representative (collectively referred to as the “Avon Released Parties”), from any and all actions, causes of action, claims, demands, judgments, charges, contracts, obligations, debts, and liabilities of whatever

All Claims arising from your employment relationship with Avon and the termination of such relationship;

All Claims arising under any federal, state, or local constitution, statute, rule, or regulation, or principle of contract law or common law;

All Claims for breach of contract, wrongful discharge, tort, breach of common-law duty, or breach of fiduciary duty;

All Claims for violation of laws prohibiting any form of employment discrimination or other unlawful employment practice, including without limitation, as applicable:

The Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101 et seq.;

Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq.;

The Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”);

The Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq.;

The Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq.;

The Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq. (the “FMLA”);

The Genetic Information Nondiscrimination Act of 2008, as amended, 42 U.S.C. §§ 2000ff et seq.;

The National Labor Relations Act of 1935, as amended, 29 U.S.C. §§ 151 et seq.;

The New York Human Rights Law, as amended, N.Y. Exec. Law §§ 290 et seq.; the New York City Human Rights Law, as amended, N.Y.C. Admin. Code §§ 8-101 et seq.; and the New York State Worker Adjustment and Retraining Notification Act, as amended, N.Y. Labor Law §§ 860 et seq.;

Any other state's and local government's human rights laws, anti-discrimination laws, and “plant closing”/mini-WARN Act laws;

“Whistleblower” laws and laws protecting “whistleblowers” from retaliation; and

Any other federal, state, or local statute, rule, or regulation;

You acknowledge that you have been paid in full (or will be paid in full pursuant to the Company's normal payroll practice policy) for all hours that you have worked for Avon and other than what is provided for in this Agreement, you have no other rights to any other compensation or benefits.

You further acknowledge that you have not been denied any leave requested under the FMLA or applicable state leave laws and that, to the extent applicable, you have been returned to your job, or an equivalent position, following any FMLA or state leave taken pursuant to the FMLA or state laws.

You acknowledge, understand and agree you have reported to Avon any work related injury or illness that occurred up to and including the Separation Date.

Compliance with Laws/Tax Treatment: Avon will comply with all payroll/tax withholding requirements and will include in income these benefits as required by law. Avon cannot guarantee the tax treatment of any of these benefits and makes no representation regarding the tax treatment.

Internal Revenue Code Section 409A: The parties hereto have a made a good faith effort to comply with current guidance under 409A. The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, including, without limitation, that references to “termination of employment” and like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in 409A) that is not exempt from 409A, will be interpreted to mean “separation from service” (as defined in 409A). In the event that amendments to this Agreement are necessary in order to comply with 409A

Advice of Counsel: You acknowledge that you have been and are hereby advised by Avon to consult with an attorney in regard to this matter. You understand that you are responsible for the costs of any such legal services incurred in connection with such consultation.

Communication by Avon. Neither Avon nor its agents will knowingly take any action or make any statement, whether written or oral, whether in public or private, that disparages or defames you or that otherwise could reasonably be expected to affect adversely your personal or professional reputation.

Permissible Time to Sign Agreement and Possible Second General Release. If you do not sign this Agreement and return it to Avon within 21 days after the date of this Agreement and if you do not sign the Second General Release and return it within the time specified, then you will not be entitled to any benefits and your Original Agreement will apply. As long as you sign and return this Agreement within this time period, you will have seven (7) days immediately thereafter to revoke your decision by delivering, within the seven (7) day period, written notice of revocation to the CEO. If you do not revoke your decision during that seven-day period, then this Agreement will become effective on the eighth day. Note that similar revocation rules apply to the Second General Release. If you sign and