<PAGE>


                                 SCHEDULE 14A
                                (RULE 14A-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                           SCHEDULE 14A INFORMATION


                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]


Check the appropriate line:




<TABLE>
<S>                                 <C>
[ ] Preliminary Proxy Statement     [ ] Confidential, For Use of the
                                        Commission Only (as permitted by Rule
                                        14a-6(e)(2))
</TABLE>


[X] Definitive Proxy Statement
[ ] Definitive Additional Material
[ ] Soliciting Material pursuant to Rule
    14a-11(c) or Rule 14a-12


                                 REVLON, INC.
               (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

    (NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)


Payment of Filing Fee (Check the appropriate box):


[X] No fee required.


[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1) Title of each class of securities to which transaction applies:


(2) Aggregate number of securities to which transaction applies:


(3) Per unit price or other underlying value of transaction computed pursuant
    to Exchange Act Rule 0-11:


(4) Proposed maximum aggregate value of transaction:


(5) Total fee paid:


[ ] Fee paid previously with preliminary materials:


[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the form or schedule and the date of its filing.


(1) Amount Previously Paid:


(2) Form, Schedule or Registration Statement Number:


(3) Filing Party:


(4) Date Filed:


      

<PAGE>

                                 REVLON, INC.
                              625 MADISON AVENUE
                           NEW YORK, NEW YORK 10022






                                                April 30, 2001


Dear Stockholder:


     You are cordially invited to attend the 2001 Annual Meeting of
Stockholders of Revlon, Inc., which will be held at 10:00 a.m., local time, on
Friday, June 1, 2001, at Revlon's Research Center, 2121 Route 27, Edison, New
Jersey 08818. The matters to be acted upon at the meeting are described in the
attached Notice of Annual Meeting of Stockholders and Proxy Statement.


     While stockholders may exercise their right to vote their shares in
person, we recognize that many stockholders may not be able to attend the
Annual Meeting. Accordingly, we have enclosed a proxy which will enable you to
vote your shares on the matters to be considered at the Annual Meeting even if
you are unable to attend. If you desire to vote in accordance with management's
recommendations, you need only sign, date and return the proxy in the enclosed
postage-paid envelope to record your vote. Otherwise, please mark the proxy to
indicate your vote; date and sign the proxy; and return it in the enclosed
postage-paid envelope. In either case, you should return the proxy as soon as
conveniently possible. This will not limit your right to attend the Annual
Meeting and vote your shares in person.




                                                Sincerely yours,




                                                Jeffrey M. Nugent
                                                President and Chief Executive
                                                Officer


 

<PAGE>

                                 REVLON, INC.
                              625 MADISON AVENUE
                           NEW YORK, NEW YORK 10022


                               ----------------


                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



To the Stockholders of
Revlon, Inc.


     Notice is hereby given that the Annual Meeting of Stockholders of Revlon,
Inc., a Delaware corporation (the "Company"), will be held at 10:00 a.m., local
time, on Friday, June 1, 2001, at the Company's Research Center, 2121 Route 27,
Edison, New Jersey 08818, for the following purposes:


     1. To elect the following persons as members of the Board of Directors of
the Company to serve until the next Annual Meeting and until such directors'
successors are elected and shall have qualified: Ronald O. Perelman, Donald G.
Drapkin, Meyer Feldberg, Howard Gittis, Vernon E. Jordan, Jr., Edward J.
Landau, Jerry W. Levin, Jeffrey M. Nugent, Linda Gosden Robinson, Terry Semel
and Martha Stewart.


     2. To ratify the selection of KPMG LLP as the Company's independent
auditors for 2001.


     3. To consider and approve the Revlon, Inc. Third Amended and Restated
1996 Stock Plan.


     4. To transact such other business as may properly come before the Annual
Meeting.


     A proxy statement describing the matters to be considered at the Annual
Meeting is attached to this notice. Only stockholders of record at the close of
business on April 12, 2001 (the "Record Date") are entitled to notice of, and
to vote at, the Annual Meeting and at any adjournments thereof. For at least
ten days prior to the Annual Meeting and also at the Annual Meeting, a list of
stockholders entitled to vote at the Annual Meeting will be available for
inspection during normal business hours at the Company's Research Center, 2121
Route 27, Edison, New Jersey 08818. Such list will also be available for at
least ten days prior to the Annual Meeting for such inspection at the offices
of the Company's Secretary at 625 Madison Avenue, 6th Floor, New York, New York
10022.


     To ensure that your vote will be counted, please complete, date, sign and
return the enclosed proxy card promptly in the enclosed postage-paid envelope,
whether or not you plan to attend the Annual Meeting.


                                        BY ORDER OF THE BOARD OF DIRECTORS


                                        Robert K. Kretzman
                                        Senior Vice President, General Counsel
                                        and Secretary


A
pril 30, 2001


          PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND
       RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THIS WILL ENSURE
           THAT YOUR SHARES ARE VOTED IN ACCORDANCE WITH YOUR WISHES.

<PAGE>

 

                                 REVLON, INC.
                                  
                                ----------------

                                PROXY STATEMENT
                        ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JUNE 1, 2001
                                  
                                ----------------


     This proxy statement is being furnished by and on behalf of the Board of
Directors of Revlon, Inc. (the "Company") in connection with the solicitation
of proxies to be voted at the Annual Meeting of Stockholders to be held at
10:00 a.m., local time, on Friday, June 1, 2001, at the Company's Research
Center, 2121 Route 27, Edison, New Jersey 08818, and at any adjournments
thereof. This proxy statement and the enclosed proxy card, Notice of Annual
Meeting of Stockholders and Annual Report for the year ended December 31, 2000
are first being sent to stockholders on or about April 30, 2001. The Annual
Report does not form any part of the material for the solicitation of proxies.

     At the Annual Meeting, stockholders will be asked to (1) elect the
following persons as directors of the Company until the Company's next Annual
Meeting and until such directors' successors are elected and shall have been
qualified: Ronald O. Perelman, Donald G. Drapkin, Meyer Feldberg, Howard
Gittis, Vernon E. Jordan, Jr., Edward J. Landau, Jerry W. Levin, Jeffrey M.
Nugent, Linda Gosden Robinson, Terry Semel and Martha Stewart; (2) ratify the
selection of KPMG LLP as the Company's independent auditors for 2001; (3)
consider and approve the Revlon, Inc. Third Amended and Restated 1996 Stock
Plan (the "Amended Stock Plan"); and (4) take such other action as may properly
come before the Annual Meeting or any adjournments thereof.

     The principal executive offices of the Company are located at 625 Madison
Avenue, New York, New York 10022 and the telephone number is (212) 527-4000.


SOLICITATION AND VOTING OF PROXIES; REVOCATION

     All proxies duly executed and received by the Company, unless such proxies
have been previously revoked, will be voted on all matters presented at the
Annual Meeting in accordance with the instructions given therein by the person
executing such proxy or, in the absence of such instructions, will be voted (1)
FOR the election to the Board of Directors of each of the eleven nominees
identified in this Proxy Statement; (2) FOR the ratification of the selection
of KPMG LLP as the Company's independent auditors for 2001; and (3) FOR
approval of the Amended Stock Plan. The Company has no knowledge of any other
matters to be brought before the meeting. The deadline for receipt by the
Secretary of the Company of stockholder proposals for inclusion in the proxy
materials for presentation at the Annual Meeting was December 3, 2000. No
stockholder proposals are included in the proxy materials. However, if any
other matters are properly presented before the Annual Meeting for action, in
the absence of other instructions it is intended that the persons named in the
enclosed proxy and acting thereunder will vote in accordance with their best
judgment on such matters.

     The submission of a signed proxy will not affect a stockholder's right to
attend, or to vote in person at, the Annual Meeting. Stockholders who execute a
proxy may revoke it at any time before it is voted by filing a written
revocation with the Secretary of the Company at 625 Madison Avenue, 6th Floor,
New York, New York 10022, Attention: Secretary, by executing a proxy bearing a
later date or by attending the Annual Meeting and voting in person.

     THE ACCOMPANYING FORM OF PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS.  Solicitation of proxies may be made by mail and also may be made
by personal interview, telephone and facsimile transmission and by directors,
officers and employees of the Company without special compensation therefor.
The Company expects to reimburse banks, brokers and other persons for their
reasonable out-of-pocket expenses incurred in handling proxy materials for
beneficial owners.

<PAGE>

RECORD DATE; VOTING RIGHTS

     Only holders of record of shares of the Company's Class A common stock,
par value $.01 per share ("Class A Common Stock"), and Class B common stock,
par value $.01 per share ("Class B Common Stock" and, together with the Class A
Common Stock, the "Common Stock"), at the close of business on April 12, 2001
(the "Record Date") will be entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof. On the Record Date, there were issued and
outstanding 20,115,935 shares of the Company's Class A Common Stock, each of
which is entitled to one vote, and 31,250,000 shares of the Company's Class B
Common Stock, each of which is entitled to ten votes. Of that total, 11,250,000
shares of the Company's Class A Common Stock (or approximately 55.9% of the
outstanding shares of the Company's Class A Common Stock) and all of the shares
of the Company's Class B Common Stock, which together represent approximately
97.3% of the combined voting power of the outstanding shares of Common Stock,
are beneficially owned by MacAndrews & Forbes Holdings Inc. ("MacAndrews
Holdings"), a corporation wholly owned indirectly through Mafco Holdings Inc.
("Mafco Holdings" and, collectively with MacAndrews Holdings, "MacAndrews &
Forbes") by Ronald O. Perelman, Chairman of the Board of Directors of the
Company. The presence in person or by duly executed proxy of the holders of a
majority in total number of votes of the issued and outstanding shares of
Common Stock entitled to vote at the Annual Meeting is necessary to constitute
a quorum in order to transact business. MacAndrews & Forbes has informed the
Company that it will vote (1) FOR the election to the Board of Directors of
each of the eleven nominees identified in this Proxy Statement; (2) FOR the
ratification of the selection of KPMG LLP as the Company's independent auditors
for 2001; and (3) FOR approval of the Amended Stock Plan. Accordingly, the
affirmative vote of MacAndrews & Forbes is sufficient, without the concurring
vote of any other stockholder of the Company, to approve and adopt each of the
proposals to be considered at the Annual Meeting.



                                 PROPOSAL NO. 1


                             ELECTION OF DIRECTORS

     The Board of Directors of the Company, pursuant to the By-laws of the
Company, has fixed the number of directors at eleven effective as of the date
of the Annual Meeting. The directors nominated for election will be elected at
the Annual Meeting to serve until the next succeeding Annual Meeting of the
Company and until their successors are elected and shall have qualified. All of
the nominees are currently members of the Board of Directors. All nominees, if
elected, are expected to serve until the next succeeding Annual Meeting. The
proxies solicited hereby will be voted FOR the election of the nominees listed
herein.

     The Board of Directors has been informed that all of the nominees are
willing to serve as directors, but if any of them should decline or be unable
to act as a director, the Board of Directors may, unless the Board by
resolution provides for a lesser number of directors, designate substitute
nominees, in which event the individuals named in the enclosed proxy will vote
for the election of such substitute nominee or nominees. The Board of Directors
has no reason to believe that any nominee will be unable or unwilling to serve.
 


              VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

     The election to the Board of Directors of each of the eleven nominees
identified in this Proxy Statement will require the affirmative vote of a
plurality of the votes cast by the holders of shares of Common Stock present in
person or represented by proxy at the Annual Meeting and entitled to vote. In
tabulating the vote, abstentions will be disregarded and have no effect on the
outcome of the vote.

 
    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE ELEVEN NOMINEES
IDENTIFIED BELOW.

NOMINEES FOR ELECTION AS DIRECTORS

     The name, age (as of April 12, 2001), principal occupation for the last
five years, selected biographical information and period of service as a
director of the Company of each of the nominees for election as a director are
set forth below.


                                       2

<PAGE>

     MR. PERELMAN (58) has been Chairman of the Board of Directors of the
Company and of the Company's wholly owned subsidiary Revlon Consumer Products
Corporation ("Products Corporation") since June 1998, Chairman of the Executive
Committee of the Board of the Company and of Products Corporation since
November 1995, and a Director of the Company and of Products Corporation since
their respective formations in 1992. Mr. Perelman has been Chairman of the
Board and Chief Executive Officer of MacAndrews & Forbes and various of its
affiliates since 1980. Mr. Perelman is also Chairman of the Executive Committee
of the Board of Directors of M&F Worldwide Corp. ("M&F Worldwide") and Chairman
of the Board of Directors of Panavision Inc. ("Panavision"). Mr. Perelman is
also a Director of the following corporations which file reports pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"): Golden
State Bancorp Inc. ("Golden State"), Golden State Holdings Inc. ("Golden State
Holdings"), M&F Worldwide, Panavision and REV Holdings Inc. ("REV Holdings").

     MR. NUGENT (54) has been President and Chief Executive Officer of the
Company and of Products Corporation since December 5, 1999. He has been a
Director of the Company and of Products Corporation since February 14, 2000. He
had been Worldwide President and Chief Executive Officer of Neutrogena
Corporation from January 1995 until December 5, 1999. Prior to that, Mr. Nugent
held various senior executive positions at Johnson & Johnson.

     MR. DRAPKIN (53) has been a Director of the Company and of Products
Corporation since their respective formations in 1992. He has been Vice
Chairman of the Board of MacAndrews & Forbes and various of its affiliates
since 1987. Mr. Drapkin was a partner in the law firm of Skadden, Arps, Slate,
Meagher & Flom for more than five years prior to 1987. Mr. Drapkin is also a
Director of the following corporations which file reports pursuant to the
Exchange Act: Anthracite Capital, Inc., BlackRock Asset Investors, The Molson
Companies Limited, Playboy Enterprises, Inc., ProxyMed, Inc., Warnaco Group,
Inc. and Weider Nutrition International, Inc.

     PROFESSOR FELDBERG (59) has been a Director of the Company since February
1997. Professor Feldberg has been the Dean of Columbia Business School, New
York City, for more than the past five years. Professor Feldberg is also a
Director of the following corporations which file reports pursuant to the
Exchange Act: Federated Department Stores, Inc., PRIMEDIA Inc. and Paine Webber
Group, Inc. (29 directorships within such fund complex).

     MR. GITTIS (67) has been a Director of the Company and of Products
Corporation since their respective formations in 1992. He has been Vice
Chairman of the Board of MacAndrews & Forbes and various of its affiliates
since 1985. Mr. Gittis is also a Director of the following corporations which
file reports pursuant to the Exchange Act: Golden State, Golden State Holdings,
Jones Apparel Group, Inc., Loral Space & Communications Ltd., M&F Worldwide,
Panavision, REV Holdings and Sunbeam Corporation ("Sunbeam").

     MR. JORDAN (65) has been a Director of the Company since June 1996. Mr.
Jordan has been a Managing Director of Lazard Freres & Co. LLC since January
2000. Since January 2000, Mr. Jordan has been Of Counsel at the Washington,
D.C. law firm of Akin, Gump, Strauss, Hauer & Feld, LLP and was a Senior
Partner of such firm for more than five years prior thereto. He is a Director
of the following corporations which file reports pursuant to the Exchange Act:
America OnLine Latin America, American Express Company, Callaway Golf
Corporation, Clear Channel Communications, Inc., Dow Jones & Company, Inc.,
J.C. Penney Company, Inc., Ryder System, Inc., Sara Lee Corporation, Union
Carbide Corporation and Xerox Corporation. He is also trustee of Howard
University.

     MR. LANDAU (71) has been a Director of the Company since June 1996. Mr.
Landau has been Of Counsel at the law firm of Wolf, Block, Schorr and
Solis-Cohen LLP since February 1998, and was a Senior Partner of Lowenthal,
Landau, Fischer & Bring, P.C., the predecessor to such firm, for more than five
years prior to that date. He has been a Director of Products Corporation since
June 1992. Mr. Landau is also a Director of Offitbank Investment Fund, Inc.,
which files reports pursuant to the Exchange Act.

     MR. LEVIN (56) was Chairman of the Board of the Company and of Products
Corporation from November 1995 to June 1998 and has been a Director of the
Company since its formation in 1992 and a Director of Products Corporation from
its formation in 1992 to November 1998. Mr. Levin has been


                                       3

<PAGE>

President and Chief Executive Officer and a Director of Sunbeam since June 1998
and was elected Chairman of the Sunbeam Board in March 1999. He has served as
Chairman and Chief Executive Officer of The Coleman Company, Inc. ("Coleman")
since 1998. Mr. Levin was Chairman and Chief Executive Officer of Coleman from
1997 to March 1998. Mr. Levin was Chief Executive Officer of the Company and of
Products Corporation from their respective formations in 1992 until 1997 and
President of the Company and of Products Corporation from their respective
formations in 1992 until November 1995. Mr. Levin has been Executive Vice
President of MacAndrews Holdings since March 1989. For 15 years prior to
joining MacAndrews Holdings, he held various senior executive positions with
The Pillsbury Company. Mr. Levin is a Director of the following corporations
which file reports pursuant to the Exchange Act: Ecolab, Inc., Sunbeam and U.S.
Bancorp.


     MS. ROBINSON (48) has been a Director of the Company since June 1996. Ms.
Robinson has been Chairman and Chief Executive Officer of Robinson Lerer &
Montgomery, LLC, a New York City strategic communications consulting firm,
since May 1996. In March 2000, Robinson Lerer & Montgomery was acquired by
Young & Rubicam Inc. ("Y&R") and Ms. Robinson has served as Vice Chairman of
Y&R since March 2000. In October 2000, Y&R was acquired by the WPP Group plc.
For more than five years prior to May 1996 she was Chairman of the Board and
Chief Executive Officer of Robinson Lerer Sawyer Miller Group, or its
predecessors. Ms. Robinson is a trustee of Mt. Sinai NYU Health.


     MR. SEMEL (58) has been a Director of the Company since June 1996. Mr.
Semel has been Chairman of Windsor Media, Inc., Los Angeles, a diversified
media company, since October 1999. He was Chairman of the Board and Co-Chief
Executive Officer of the Warner Bros. Division of Time Warner Entertainment LP
("Warner Brothers"), Los Angeles, from March 1994 until October 1999 and of
Warner Music Group, Los Angeles, from November 1995 until October 1999. For
more than ten years prior to that he was President of Warner Brothers or its
predecessor, Warner Bros. Inc. Mr. Semel is also a Director of Polo Ralph
Lauren Corporation, which files reports pursuant to the Exchange Act. Effective
May 1, 2001, Mr. Semel will become Chairman and Chief Executive Officer of
Yahoo! Inc., which files reports pursuant to the Exchange Act.


     MS. STEWART (59) has been a Director of the Company since June 1996. Ms.
Stewart is the Chairman of the Board and Chief Executive Officer of Martha
Stewart Living Omnimedia, Inc., New York City (formerly Martha Stewart Living
Omnimedia, LLC, New York City). She has been an author, founder of the magazine
Martha Stewart Living, creator of a syndicated television series, a syndicated
newspaper column and a catalog company, and a lifestyle consultant and lecturer
for more than the past five years. Ms. Stewart is a Director of Martha Stewart
Living Omnimedia, Inc., which files reports pursuant to the Exchange Act.


BOARD OF DIRECTORS AND ITS COMMITTEES


     The Board of Directors has an Executive Committee, an Audit Committee and
a Compensation and Stock Plan Committee (the "Compensation Committee").


     The Executive Committee consists of Messrs. Perelman, Gittis and Nugent.
The Executive Committee may exercise all of the powers and authority of the
Board, except as otherwise provided under the Delaware General Corporation Law.
The Executive Committee also serves as the Company's nominating committee for
Board membership.


                                       4

<PAGE>

                             AUDIT COMMITTEE REPORT


     The Audit Committee of the Company's Board of Directors currently consists
of three independent directors and operates under a written charter adopted by
the Board of Directors (See Exhibit 1). The members of the Audit Committee are
Messrs. Feldberg, Landau (Chairman) and Ms. Robinson, each of whom was a member
of the Audit Committee during all of 2000 and remains a member as of the date
of this report. The Audit Committee's policy is to provide assistance to the
Board of Directors in fulfilling its oversight responsibility to the
stockholders, potential stockholders, the investment community, and others
relating to the Company's financial statements and the financial reporting
process, the systems of internal accounting and financial controls, the
internal audit function, the annual independent audit of the Company's
financial statements, and the legal compliance and ethics programs as
established by management and the Board. The Audit Committee makes
recommendations to the Board of Directors regarding the engagement of the
Company's independent auditors for ratification by the Company's stockholders,
discusses with the auditors their independence from management, reviews the
plan, scope and results of the audit, and reviews with the auditors and
management the Company's policies and procedures with respect to internal
accounting and financial controls, changes in accounting policy and the scope
of the non-audit services which may be performed by the Company's independent
auditors, among other things. The Audit Committee reviews interim financial
statements annual financial statement included in the Company's Annual Report
on Form 10-K with management and the auditors.


     Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and to
issue a report thereon. The Audit Committee's responsibility is to monitor and
oversee these processes. In this context, the Audit Committee has met and held
discussions with management and the independent accountants on a regular basis
during 2000.


     Management represented to the Audit Committee that the Company's audited
consolidated financial statements for the year 2000 were prepared in accordance
with generally accepted accounting principles, and the Audit Committee has
reviewed and discussed the audited consolidated financial statements with
management and the independent accountants. The Audit Committee discussed with
the independent accountants matters required to be discussed by Statement on
Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU
Section  380). The Audit Committee has received the written disclosures and the
letter from the Company's independent accountants required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and has discussed with the independent accountants that firm's
independence.


     Based on the Audit Committee's review and discussion of the Company's
audited consolidated financial statements with management and the independent
accountants and the other reviews and discussions with auditors referred to in
the paragraph above, the Audit Committee recommended to the Board of Directors
that the Company's audited consolidated financial statements be included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 for
filing with the Securities and Exchange Commission.


Respectfully submitted,


Audit Committee
Edward J. Landau, Esq., Chairman
Meyer Feldberg
Linda Gosden Robinson

                                       5

<PAGE>

     The Compensation Committee, currently consisting of Messrs. Gittis,
Drapkin, Landau and Semel, makes recommendations to the Board of Directors
regarding compensation and incentive arrangements (including performance-based
arrangements) for the Chief Executive Officer, other executive officers,
officers and other key managerial employees of the Company. The Compensation
Committee also considers and recommends awards pursuant to the Company's
Amended Stock Plan, as may be amended and restated from time to time, and
administers such plan.


     During 2000, the Board of Directors held four meetings and acted three
times by unanimous written consent, the Executive Committee acted two times by
unanimous written consent, the Audit Committee held six meetings and the
Compensation Committee held no meetings and acted fourteen times by unanimous
written consent. During 2000, all Directors (other than Ms. Stewart) attended
75% or more of the meetings of the Board of Directors and of the committees of
which they were members.



COMPENSATION OF DIRECTORS


     Directors who currently are not receiving compensation as officers or
employees of the Company or any of its affiliates ("Non-Employee Directors")
are paid an annual retainer fee of $35,000 (which fee was increased from
$25,000 effective July 1, 2000), payable in quarterly installments, and a fee
of $1,000 for each meeting of the Board of Directors or any committee thereof
they attend. In addition, the Compensation Committee on May 22, 2000 granted
under the Amended Stock Plan (See "--Approval of The Amended Stock Plan") to
each of the Company's Non-Employee Directors options to purchase 7,500 shares
of the Company's Common Stock, which options consist of non-qualified options
having a term of 10 years, vest 25% on each anniversary of the grant date and
will become 100% vested on the fourth anniversary of the grant date, and have
an exercise price equal to $7.0625, the closing price per share on the New York
Stock Exchange ("NYSE") of the Company's Class A Common Stock on the grant date
(collectively, the "Year 2000 Non-Employee Director Awards"). The grant of each
of the Year 2000 Non-Employee Director Awards was conditioned upon stockholder
approval of the Amended Stock Plan at the 2001 Annual Meeting.


                              EXECUTIVE OFFICERS


     The following table sets forth certain information concerning each of the
executive officers of the Company as of April 12, 2001.





<TABLE>
<CAPTION>
NAME                POSITION
----                --------                                                    
<S>                 <C>
Jeffrey M. Nugent   President and Chief Executive Officer
Douglas H. Greeff   Executive Vice President and Chief Financial Officer
</TABLE>


     The following sets forth the ages (as of April 12, 2001), positions held
with the Company and selected biographical information for the current
executive officers of the Company who are not directors. Biographical
information with respect to Mr. Nugent is set forth above under the caption
"Nominees for Election as Directors."


     MR. GREEFF (45) was elected Executive Vice President and Chief Financial
Officer of the Company and of Products Corporation in May 2000. From September
1998 to May 2000 he was Managing Director, Fixed Income Global Loans, and
Co-head of Leverage Finance at Salomon Smith Barney Inc. From January 1994
until August 1998 Mr. Greeff was Managing Director, Global Loans and Head of
Leverage and Acquisition Finance at Citibank N.A.


                                       6

<PAGE>

                            EXECUTIVE COMPENSATION

     The following table sets forth information for the years indicated
concerning the compensation awarded to, earned by or paid to the persons who
served as Chief Executive Officer of the Company during 2000 and the four most
highly paid executive officers (see footnote (a) below), other than the Chief
Executive Officer, who served as executive officers of the Company during 2000
(collectively, the "Named Executive Officers"), for services rendered in all
capacities to the Company and its subsidiaries during such periods.


                          SUMMARY COMPENSATION TABLE





<TABLE>
<CAPTION>
                                                                                      LONG-TERM
                                                                                     COMPENSATION
                                                  ANNUAL COMPENSATION (A)               AWARDS
                                         ------------------------------------------ -------------
                                                                                      SECURITIES
                                            SALARY                  OTHER ANNUAL      UNDERLYING      ALL OTHER
NAME AND PRINCIPAL POSITION        YEAR      ($)      BONUS ($)   COMPENSATION ($)     OPTIONS     COMPENSATION ($)
--------------------------------- ------ ----------- ----------- ------------------ ------------- -----------------
<S>                               <C>    <C>           <C>            <C>           <C>                <C>
Jeffrey M. Nugent ............... 2000   1,000,000     500,000        430,948          100,000         489,454
 President and Chief              1999     160,256           0         36,382          300,000          38,743
 Executive Officer (b)                                                                                 
Douglas H. Greeff ............... 2000     422,500     450,000          7,868          100,000               0
 Executice Vice President and                                                                          
 Chief Financial Officer (c)                                                                           
Frank J. Gehrmann ............... 2000     250,000     187,500              0           50,000         464,231
 Former Executive Vice            1999     494,038     370,000          3,089           65,000          14,244
 President and                    1998     427,500     370,500          3,343           30,000          17,297
 Chief Financial Officer (d)                                                                           
Wade H. Nichols III ............. 2000     487,500           0          6,612           50,000         275,467
 Former Executive Vice            1999     593,558     207,450         17,964           40,000          37,802
 President and                    1998     555,000     216,450         19,457           40,000          33,195
 Chief Administrative Officer (e)                                                                      
                                                                                                  
</TABLE>


----------

(a)  The amounts shown in Annual Compensation for 2000, 1999 and 1998 reflect
     salary, bonus and other annual compensation (including perquisites and
     other personal benefits valued in excess of $50,000) and amounts reimbursed
     for payment of taxes awarded to, earned by or paid to the persons listed
     for services rendered to the Company and its subsidiaries. For the periods
     reported, the Company had an Executive Bonus Plan in which executives
     participate (including Mr. Nugent and Mr. Greeff (see "Employment
     Agreements and Termination of Employment Arrangements"). The Executive
     Bonus Plan provided for payment of cash compensation upon the achievement
     of predetermined business and personal performance objectives during the
     calendar year which are established by the Compensation Committee.
     Excluding Messrs. Gehrmann and Nichols, each of whose employment ceased
     during 2000 and prior to December 31, 2000, the Company did not have any
     "executive officers" during 2000 other than Messrs. Nugent and Mr. Greeff.
     Accordingly, for 2000 the Company is reporting the compensation of Messrs.
     Nugent and Greeff. Mr. Nugent's compensation is reported for 2000 and 1999
     only because he did not serve as an executive officer of the Company prior
     to 1999. Mr. Greeff's compensation is reported for 2000 only because he did
     not serve as an executive officer of the Company prior to 2000.

(b)  Mr. Nugent served as President and Chief Executive Officer of the Company
     during 1999 and 2000. Mr. Nugent received a bonus of $500,000 in respect of
     2000 pursuant to the terms of his employment agreement. The amount shown
     for Mr. Nugent under Other Annual Compensation for 2000 includes $430,948
     in respect of gross ups for taxes on imputed income arising out of (i)
     personal use of a Company-provided automobile, (ii) premiums paid or
     reimbursed by the Company in respect of life insurance, (iii)
     reimbursements for mortgage principal and interest payments pursuant to Mr.
     Nugent's employment agreement and (iv) relocation expenses paid or
     reimbursed by the Company in 2000. The amount shown under All Other
     Compensation for 2000 reflects (i) $17,369 in life insurance premiums, (ii)
     $365,880 in Company-paid relocation expenses and (iii) $106,205 of
     additional compensation in respect of interest and principal payments on a
     bank loan obtained by


                                       7

<PAGE>

     Mr. Nugent to purchase a principal residence in the New York metropolitan
     area pursuant to his employment agreement (See "Employment Agreements and
     Termination of Employment Arrangements"). The amount shown for Mr. Nugent
     under Salary for 1999 is comprised of $76,923 in salary and $83,333 earned
     by Mr. Nugent for consulting services provided by Mr. Nugent to the
     Company. Mr. Nugent did not receive a bonus for 1999. The amount shown for
     Mr. Nugent under Other Annual Compensation for 1999 includes a payment of
     $36,382 in respect of gross ups for taxes on imputed income arising out of
     relocation expenses paid or reimbursed by the Company in 1999. The amount
     shown under All Other Compensation for 1999 reflects $38,743 in
     Company-paid relocation expenses.

(c)  Mr. Greeff became Executive Vice President and Chief Financial Officer of
     the Company in May 2000. Mr. Greeff received a bonus of $450,000 in respect
     of 2000 pursuant to the terms of his employment agreement. The amount shown
     for Mr. Greeff under Other Annual Compensation for 2000 includes $7,868 in
     respect of gross ups for taxes on imputed income arising out of personal
     use of a Company-provided automobile.

(d)  Mr. Gehrmann served as Executive Vice President and Chief Financial Officer
     during 2000 and resigned effective June 30, 2000. The amount shown for Mr.
     Gehrmann under Bonus for 2000 is comprised of bonus payments of $187,500,
     which, pursuant to his employment agreement (See "Employment Agreements and
     Termination of Employment Agreements"), is the pro rated portion of his
     2000 bonus through his separation date of June 30, 2000. The amount shown
     under All Other Compensation for 2000 reflects (i) $5,100 in respect of
     matching contributions under the Revlon Employees' Savings, Profit Sharing
     and Investment Plan (the "401(k) Plan"), (ii) $2,400 in respect of matching
     contributions under the Revlon Excess Savings Plan for Key Employees (the
     "Excess Plan"), and (iii) $456,731 payable pursuant to his employment
     agreement. The amount shown for Mr. Gehrmann under Bonus for 1999 reflects
     the bonus amount payable to Mr. Gehrmann pursuant to his employment
     agreement. The amount shown for Mr. Gehrmann under Other Annual
     Compensation for 1999 includes $3,089 in respect of gross ups for taxes on
     imputed income arising out of personal use of a Company-provided
     automobile. The amount shown under All Other Compensation for 1999 reflects
     (i) $4,800 in respect of matching contributions under the 401(k) Plan and
     (ii) $9,444 in respect of matching contributions under the Excess Plan. The
     amounts shown for Mr. Gehrmann under Other Annual Compensation for 1998
     includes $3,343 in respect of gross ups for taxes on imputed income arising
     out of personal use of a Company-provided automobile. The amount shown
     under All Other Compensation for 1998 reflects (i) $4,800 in respect of
     matching contributions under the 401(k) Plan and (ii) $12,497 in respect of
     matching contributions under the Excess Plan.

(e)  Mr. Nichols served as Executive Vice President and Chief Administrative
     Officer during 2000 and retired effective September 30, 2000. The amounts
     shown under Other Annual Compensation for 2000 includes $6,612 in respect
     of payments in respect of gross ups for taxes on imputed income arising out
     of premiums paid or reimbursed by the Company in respect of life insurance.
     The amount shown for Mr. Nichols under All Other Compensation for 2000
     reflects (i) $9,562 in respect of life insurance premiums, (ii) $5,100 in
     respect of matching contributions under the 401(k) Plan, (iii) $8,158 in
     respect of matching contributions under the Excess Plan, (iv) $6,495 in
     respect of above market earnings on compensation deferred under the Revlon
     Executive Deferred Compensation Plan (the "Deferred Compensation Plan") for
     each year in which compensation was deferred that were earned but not paid
     or payable during 2000, and (v) $246,152 payable pursuant to his retirement
     agreement (See "Employment Agreements and Termination of Employment
     Agreements"). The amount shown for Mr. Nichols under Bonus for 1999
     reflects the amount payable to Mr. Nichols under the Executive Bonus Plan,
     taking into account the guarantee by the Company of a minimum of 50% of
     targeted awards for 1999. The amount shown under Other Annual Compensation
     for 1999 includes $17,964 in respect of gross ups for taxes on imputed
     income arising out of personal use of a Company-provided automobile and for
     taxes on imputed income arising out of premiums paid or reimbursed by the
     Company in respect of life insurance. The amount shown for Mr. Nichols
     under All Other Compensation for 1999 reflects (i) $9,377 in respect of
     life insurance premiums, (ii) $4,800 in respect of matching contributions
     under the 401(k) Plan, (iii) $11,781 in respect of matching contributions
     under the Excess Plan, and (iv) $11,844 in respect of above market earnings
     on compensation deferred under the Deferred Compensation Plan for each year
     in which compensation was deferred that was earned but not paid or payable
     during 1999. The amounts shown under Other Annual Compensation for 1998
     includes $19,457 in respect of Company-paid tax preparation expenses and
     payments in respect of gross ups for taxes on imputed income arising out of
     personal use of a Company-provided automobile and for taxes on imputed
     income arising out of premiums paid or reimbursed by the Company in respect
     of life insurance. The amount shown for Mr. Nichols under All Other
     Compensation for 1998 reflects (i) $9,990 in respect of life insurance
     premiums, (ii) $4,800 in respect of matching contributions under the 401(k)
     Plan, (iii) $10,463 in respect of matching contributions under the Excess
     Plan, and (iv) $7,942 in respect of above market earnings on compensation
     deferred under the Deferred Compensation Plan for each year in which
     compensation was deferred that was earned but not paid or payable during
     1998.


                                       8

<PAGE>

                     OPTION GRANTS IN THE LAST FISCAL YEAR

     During 2000, the following grants of stock options were made pursuant to
the Amended Stock Plan to the executive officers named in the Summary
Compensation Table:




<TABLE>
<CAPTION>
                                                                                                               GRANT
                                                                                                               DATE
                                                            INDIVIDUAL GRANTS                                VALUE (a)
                                -------------------------------------------------------------------------   ----------
                                                             PERCENT OF
                                       NUMBER OF           TOTAL OPTIONS                                       GRANT
                                 SECURITIES UNDERLYING       GRANTED TO        EXERCISE                        DATE
                                        OPTIONS             EMPLOYEES IN        OR BASE       EXPIRATION      PRESENT
NAME                                  GRANTED (#)           FISCAL YEAR      PRICE ($/SH)        DATE        VALUE ($)
-----------------------------   -----------------------   ---------------   --------------   ------------   ----------
<S>                             <C>                             <C>               <C>         <C>            <C>
Jeffrey M. Nugent ...........           100,000                 6%                4.00          12/5/10      249,540
Douglas H. Greeff ...........           100,000                 6%                7.0625        5/22/10      441,288
Frank J. Gehrmann ...........            50,000                 3%                7.0625        5/22/05      220,644
Wade H. Nichols III .........            50,000                 3%                7.0625        5/22/05      220,644
</TABLE>
                                                                    

     The grants made during 2000 under the Amended Stock Plan to Mr. Nugent
were awarded on December 5, 2000 pursuant to his employment agreement, consist
of non-qualified options having a term of 10 years, vest 25% on each
anniversary of the grant date and will become 100% vested on the fourth
anniversary of the grant date, and have an exercise price equal to the closing
price per share on the NYSE of the Company's Class A Common Stock on the grant
date, as indicated in the table above. The options granted to Mr. Greeff in
2000 under the Amended Stock Plan were made on May 22, 2000, consist of
non-qualified options having a term of 10 years, vest 25% on each anniversary
of the grant date and will become 100% vested on the fourth anniversary of the
grant date (provided, however, an additional 25% of such options would vest on
each subsequent anniversary date of the grant if the Company achieved certain
performance objectives relating to the Company's operating income for the
fiscal year preceding such anniversary date, which objectives were not achieved
in 2000, so the 25% accelerated vesting will not occur on the May 22, 2001
anniversary of the 2000 option grant (the "Performance-Based Accelerated
Vesting") and have an exercise price equal to the closing price per share on
the NYSE of the Company's Class A Common Stock on the grant date, as indicated
in the table above. The options granted to Mr. Gehrmann in 2000 consist of
non-qualified options that, pursuant to the terms of his employment agreement
will continue to vest and remain exercisable until one year after they are
fully vested and such options were granted under the Performance-Based
Accelerated Vesting. (See "Employment Agreements and Termination of Employment
Agreements"). The options granted to Mr. Nichols in 2000 consist of
non-qualified options that, pursuant to the terms of his retirement agreement
will continue to vest and remain exercisable until one year after they are
fully vested and such options were granted under the Performance-Based
Accelerated Vesting. (See "Employment Agreements and Termination of Employment
Agreements"). During 2000, the Company also granted an option to purchase
300,000 shares of the Company's Class A Common Stock pursuant to the Amended
Stock Plan to Mr. Perelman, the Chairman of the Board of Directors of the
Company. The option will vest in full on the fifth anniversary of the grant
date and has an exercise price of $8.8125, the closing price per share on the
NYSE of the Company's Class A Common Stock on March 30, 2000, the date of the
grant.

----------

(a)  Grant Date Present Values were calculated using the Black-Scholes option
     pricing model. The model as applied used the grant dates of May, 22, 2000
     with respect to the options granted on such date and used the grant date of
     December 5, 2000 with respect to the option granted to Mr. Nugent on such
     date. Stock option models require a prediction about the future movement of
     stock price. The following assumptions were made for purposes of
     calculating Grant Date Present Values: (i) a risk-free rate of return of
     6.69% with respect to the options granted on May 22, 2000, and 5.45% with
     respect to the option granted to Mr. Nugent on December 5, 2000, which were
     the rates as of the applicable grant dates for the U.S. Treasury Zero
     Coupon Bond issues with a remaining term similar to the expected term of
     the options; (ii) stock price volatility of 69% based upon the volatility
     of the Company's stock price; (iii) a constant dividend rate of zero
     percent; and (iv) that the options normally would be exercised on the final
     day of their seventh year after grant. No adjustments to the theoretical
     value were made to reflect the waiting period, if any, prior to vesting of
     the stock options or the transferability (or restrictions related thereto)
     of the stock options. The real value of the options in the table depends
     upon the actual performance of the Company's stock during the applicable
     period and upon when they are exercised.


                                       9

<PAGE>

                      AGGREGATED OPTION EXERCISES IN LAST
                 FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

     The following chart shows the number of stock options exercised during
2000 and the 2000 year-end value of the stock options held by the executive
officers named in the Summary Compensation Table:





<TABLE>
<CAPTION>
                                                                                                          VALUE OF
                                                                         NUMBER OF SECURITIES       UNEXERCISED IN-THE-
                                                                        UNDERLYING UNEXERCISED         MONEY OPTIONS
                                      SHARES                              OPTIONS AT FISCAL          AT FISCAL YEAR-END
                                     ACQUIRED            VALUE               YEAR-END (#)               EXERCISABLE/
NAME                             ON EXERCISE (#)     REALIZED ($)     EXERCISABLE/UNEXERCISABLE     UNEXERCISABLE (a)($)
-----------------------------   -----------------   --------------   ---------------------------   ---------------------
<S>                                    <C>                 <C>              <C>                             <C>
Jeffrey M. Nugent ...........          0                   0                   0/400,000                    0/0
Douglas H. Greeff ...........          0                   0                   0/100,000                    0/0
Frank J. Gehrmann ...........          0                   0                 50,250/116,750                 0/0
Wade H. Nichols III .........          0                   0                 112,500/77,500                 0/0
</TABLE>


----------
(a)        The market value of the underlying shares of the Company's Class A
           Common Stock at year end, calculated using $4.96, the December 29,
           2000 closing price per share on the NYSE of the Company's Class A
           Common Stock, was less than the exercise price of all stock options
           listed in the table. The actual value, if any, an executive may
           realize upon exercise of a stock option depends upon the amount by
           which the market price of shares of the Company's Class A Common
           Stock exceeds the exercise price per share when the stock options
           are exercised.



                      LONG-TERM INCENTIVE PLANS -- AWARDS
                              IN LAST FISCAL YEAR

     The following table sets forth the award made in 2000 under the Company's
Senior Executive Long-Term Incentive Plan ("SELTIP") which was established in
2000. The SELTIP provides for a cash payment at the end of a three-year period,
based on the Company's achievement of pre-established performance targets. For
the three-year period ending December 31, 2002 the actual dollar amount of the
payout will be based on the Company's cumulative consolidated net sales and
cumulative operating income. Target payouts will be made if both objectives are
achieved.





<TABLE>
<CAPTION>
                                 PERFORMANCE OR OTHER PERIOD UNTIL      ESTIMATED FUTURE PAYOUTS UNDER
NAME (a)                               MATURATION OR PAYOUT               NON-STOCK PRICE-BASED PLANS
---------------------------   --------------------------------------   --------------------------------
<S>                           <C>                                               <C>
Douglas H. Greeff .........   Three-Year Fiscal Period (2000-2002)              $0(b)
                              Ending 12/31/02
</TABLE>


----------
(a)        Jeffrey Nugent did not participate in the SELTIP for 2000, and Mr.
           Gehrmann's and Mr. Nichols' eligibility to participate in the SELTIP
           ceased when they ceased employment.

(b)        The Company currently estimates that there will not be any payouts
           under the SELTIP for the three-year period ending December 31, 2002.
            



EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

     Each of Messrs. Nugent and Greeff has a current executive employment
agreement with the Company's wholly owned subsidiary, Products Corporation. Mr.
Nugent's employment agreement provides that he will serve as President and
Chief Executive Officer at a base salary of not less than $1,000,000 for 2000,
not less than $1,150,000 for 2001 and not less than $1,300,000 for 2002, and
that management will recommend to the Compensation Committee that he be granted
options to purchase 100,000 shares of the Company's Class A Common Stock on
each of December 5, 2000 (which grant was made) and 2001. At any time on or
after December 31, 2002, Products Corporation may terminate the term of Mr.
Nugent's agreement by 24 months' prior notice of non-renewal. During any such
period, after notice of non-renewal Mr. Nugent would be deemed an employee at
will and would be eligible for severance under the Executive Severance Policy
(see "--Executive Severance Policy").


                                       10

<PAGE>

     Mr. Greeff entered into an employment agreement with Products Corporation
dated as of May 9, 2000, which provides that he will serve as Chief Financial
Officer at a base salary of not less than $650,000 per annum and that
management will recommend to the Compensation Committee that he be granted
options to purchase 100,000 shares of the Company's Class A Common Stock on May
9, 2000 (which grant was actually made on May 22, 2000) and 50,000 shares of
the Company's Class A Common Stock on each of February 15, 2001 (which grant
was actually made on March 26, 2001) and 2002. At any time after May 8, 2003,
Products Corporation may terminate Mr. Greeff's employment by 24 months' prior
notice of non-renewal. During any such period, after notice of non-renewal, Mr.
Greeff would be deemed an employee at will and would be eligible for severance
under the Executive Severance Policy (see "--Executive Severance Policy").

     Each of Messrs. Nugent's and Greeff's employment agreements provides for
participation in the Executive Bonus Plan. Mr. Nugent's agreement also provides
that he will receive not less than $500,000 as a bonus in respect of 2000. Mr.
Greeff's employment agreement provides that he will receive not less than
$450,000 as a bonus in respect of 2000. Each of Messrs. Nugent's and Greeff's
employment agreements provides for participation in other executive benefit
plans on a basis equivalent to other senior executives of the Company
generally. The employment agreements of Mr. Nugent and Mr. Greeff provide for
Company-paid supplemental term life insurance during employment in the amount
of three times and two times base salary, respectively, and for Company-paid
supplemental disability insurance. Each of the employment agreements currently
in effect provides for protection of Company confidential information and
includes a non-compete obligation. Mr. Greeff's employment agreement provides
for his participation in the Senior Executive Long-Term Incentive Plan (the
"SELTIP"), with a target payout of $500,000 at the end of the fiscal year
ending December 31, 2002, subject to the terms of the SELTIP (See "Long-Term
Incentive Plans -- Awards In Last Fiscal Year").

     Mr. Nugent's employment agreement provides that in the event of
termination of the term of such agreement by Mr. Nugent for breach by the
Company of a material provision of such agreement or failure of the
Compensation Committee to adopt and implement the recommendations of management
with respect to stock option grants, or by the Company prior to December 31,
2002 (otherwise than for "cause" as defined in Mr. Nugent's employment
agreement or disability), Mr. Nugent would be entitled, at his election, to
severance pursuant to the Executive Severance Policy (see "--Executive
Severance Policy") (other than the six-month limit on lump sum payments
provided for in the Executive Severance Policy, which six-month limit provision
would not apply to Mr. Nugent) or continued payments of base salary through
December 31, 2004 and continued participation in the Company's life insurance
plan, which life insurance coverage is subject to a limit of two years, and
medical plans subject to the terms of such plans through December 31, 2004 or
until Mr. Nugent were covered by like plans of another company, continued
Company-paid supplemental term life insurance and continued Company-paid
supplemental disability insurance. Any such payments to Mr. Nugent (other than
any lump sum payment to which he may be entitled under the Executive Severance
Policy) would be reduced by any compensation earned by Mr. Nugent from other
employment or consultancy during such period. In addition, the employment
agreement with Mr. Nugent provides that if he remains employed by Products
Corporation or its affiliates until age 62, then upon any subsequent retirement
he will be entitled to a supplemental pension benefit in a sufficient amount so
that his annual pension benefit from all qualified and non-qualified pension
plans of Products Corporation and its affiliates (expressed as a straight life
annuity) equals $500,000. If Mr. Nugent's employment were to terminate on or
after September 30, 2000 and prior to September 30, 2001 then he would receive
11.1% of the amount otherwise payable pursuant to his employment agreement and
thereafter an additional 11.1% would accrue as of each September 30th on which
Mr. Nugent is still employed (but in no event more than would have been payable
to Mr. Nugent under the foregoing provision had he retired at age 62). Mr.
Nugent would not receive any supplemental pension benefit and would be required
to reimburse the Company for any supplemental pension benefits received if he
were to terminate his employment prior to January 1, 2003 other than for "good
reason" (as defined in his employment agreement), or if he were to breach the
agreement or be terminated by the Company for "cause" (as defined in his
employment agreement).

     Mr. Greeff's employment agreement provides that in the event of
termination of the term of such agreement by Mr. Greeff for breach by the
Company of a material provision of such agreement or failure


                                       11

<PAGE>

of the Compensation Committee to adopt and implement the recommendations of
management with respect to stock option grants, or by the Company prior to May
8, 2003 (otherwise than for "cause" as defined in his employment agreement or
disability), Mr. Greeff would be entitled, at his election, to severance
pursuant to the Executive Severance Policy (see "--Executive Severance Policy")
(other than the six-month limit on lump sum payments provided for in the
Executive Severance Policy, which six-month limit provision would not apply to
Mr. Greeff) or continued payments of base salary through May 8, 2005 and
continued participation in the Company's life insurance plan, which life
insurance coverage is subject to a limit of two years, and medical plans
subject to the terms of such plans through May 8, 2005 or until Mr. Greeff were
covered by like plans of another company, continued Company-paid supplemental
term life insurance and continued Company-paid supplemental disability
insurance. Any such payments to Mr. Greeff (other than any lump sum payment to
which he may be entitled under the Executive Severance Policy) would be reduced
by any compensation earned by Mr. Greeff from other employment or consultancy
during such period. In addition, the employment agreement with Mr. Greeff
provides that if he remains employed by Products Corporation or its affiliates
until age 62, then upon any subsequent retirement he will be entitled to a
supplemental pension benefit in a sufficient amount so that his annual pension
benefit from all qualified and non-qualified pension plans of Products
Corporation and its affiliates (expressed as a straight life annuity) equals
$400,000. If Mr. Greeff's employment were to terminate prior to January 31,
2001 then he would receive no supplemental pension benefit. If his employment
were to terminate on or after January 31, 2001 and prior to January 31, 2002
then he would receive 9.09% of the amount otherwise payable pursuant to his
employment agreement and thereafter an additional 9.09% would accrue as of each
January 31st on which Mr. Greeff is still employed (but in no event more than
would have been payable to Mr. Greeff under the foregoing provision had he
retired at age 62). Mr. Greeff would not receive any supplemental pension
benefit and would be required to reimburse the Company for any supplemental
pension benefits received if he were to terminate his employment prior to May
8, 2003 other than for "good reason" (as defined in his employment agreement),
or if he were to breach such agreement or be terminated by the Company for
"cause" (as defined in his employment agreement). The employment agreements in
effect for Messrs. Nugent and Greeff provide for continuation of life insurance
and executive medical insurance coverage in the event of permanent disability.

     Mr. Nichols retired from his employment with the Company effective October
1, 2000 and entered into a retirement agreement with Products Corporation dated
as of September 15, 2000, which provides that he is to receive a retirement
allowance payable in equal bi-weekly installments of $33,333 commencing October
1, 2000 and expiring February 28, 2003, which allowance would not be reduced on
account of any compensation earned from other employment or consulting services
by Mr. Nichols during such period. Pursuant to his retirement agreement,
commencing January 1, 2005, the Company shall pay Mr. Nichols a monthly
straight life annuity pension at a specified rate, to be reduced by any benefit
to which Mr. Nichols is eligible under any defined benefit plan currently or
previously maintained by Products Corporation or any of its affiliates.

     By mutual agreement, the term of Mr. Gehrmann's employment agreement with
Products Corporation, as amended on March 23, 2000 and May 9, 2000, ended on
June 30, 2000. Mr. Gehrmann's amended employment agreement provides that he is
to receive continued base salary and bonus payments for a period of 36 months
commencing on June 30, 2000 at the aggregate annual rate of $875,000, which
payments would not be reduced by compensation earned for other employment or
consulting services by Mr. Gehrmann during the severance period. Pursuant to
his amended employment agreement, the Company recommended to the Compensation
Committee that he be granted options to purchase 50,000 shares of the Company's
Class A Common Stock in 2000, which options were granted to Mr. Gehrmann in May
2000.

     Mr. Nugent's employment agreement provides that he is entitled to a loan
from Products Corporation of up to $500,000 for relocation expenses (which he
received), which will be due and payable with interest at the applicable
federal rate upon the earlier of the termination of his employment or five
years from the initial loan. In addition, during the term of his employment
agreement, Mr. Nugent will receive additional compensation payable on a monthly
basis equal to the amount actually paid by him in respect of interest


                                       12

<PAGE>

and principal on a bank loan (the "Mortgage") of up to $1,500,000 obtained by
Mr. Nugent to purchase a principal residence in the New York metropolitan area
(the "Home Loan Payments"), plus a gross up for any taxes payable by Mr. Nugent
as a result of such additional compensation. If Mr. Nugent terminates his
employment for other than "good reason" or is terminated for "cause" (as such
terms are defined in his employment agreement), then he shall be obligated to
pay to Products Corporation an amount equal to the total amount of interest
that would have been payable on the Home Loan Payments if the rate of interest
on the Mortgage were the applicable federal rate in effect from time to time,
plus the applicable tax gross up for such amounts. In addition, Mr. Nugent's
employment agreement provides that he shall be entitled to a special bonus,
payable on January 15 of the year next following the year in which his
employment terminates, equal to the product of (A) $1,500,000 less the amount
of Home Loan Payments made prior to the termination multiplied by (B) the
following percentages: for termination in 2000, 0%; for termination in 2001,
20%; for termination in 2002, 40%; for termination in 2003, 60%; for
termination in 2004, 80%; and for termination in 2005 or thereafter, 100%.
Notwithstanding the above, if Mr. Nugent terminates his employment for other
than "good reason" or is terminated for "cause" (as such terms are defined in
his employment agreement), or if he breaches certain post-employment covenants,
any bonus described above shall be forfeited or repaid by Mr. Nugent, as the
case may be.

     Mr. Greeff's employment agreement provides that he is entitled to a loan
from Products Corporation in the amount of $800,000 (which he received), with
the principal to be payable in five equal installments of $160,000, with
interest at the applicable federal rate, on each of May 9, 2001 and the four
successive anniversaries thereafter, provided that the total principal amount
of such loan and any accrued, but unpaid, interest at the applicable federal
rate (the "Loan Payment") shall be due and payable upon the earlier of the
January 15 immediately following the termination of his employment for any
reason or May 9, 2005. In addition, Mr. Greeff's employment agreement provides
that he shall be entitled to a special bonus, payable on each May 9th
commencing on May 9, 2001 and ending with May 9, 2005 equal to the sum of the
Loan Payment with respect to such year, provided that he is employed on each
such May 9th, and further provided that in the event that Mr. Greeff terminates
his employment for "good reason" or is terminated for a reason other than
"cause" (as such terms are defined in his employment agreement), he shall be
entitled to a special bonus in the amount of $800,000 minus the sum of any
special bonuses paid through the date of such termination plus accrued, but
unpaid, interest at the applicable federal rate. Notwithstanding the above, if
Mr. Greeff terminates his employment for other than "good reason" or is
terminated for "cause" (as such terms are defined in his employment agreement),
or if he breaches certain post-employment covenants, any bonus described above
shall be forfeited or repaid by Mr. Greeff, as the case may be.


EXECUTIVE SEVERANCE POLICY

     Products Corporation's Executive Severance Policy provides that upon
termination of employment of eligible executive employees, including Messrs.
Nugent and Greeff (but excluding Messrs. Nichols and Gehrmann), other than
voluntary resignation or termination by Products Corporation for good reason,
in consideration for the execution of a release and confidentiality agreement
and the Company's standard employee non-competition agreement, the eligible
executive will be entitled to receive, in lieu of severance under any
employment agreement then in effect or under Products Corporation's basic
severance plan, a number of months of severance pay in semi-monthly
installments based upon such executive's grade level and years of service
reduced by the amount of any compensation from subsequent employment,
unemployment compensation or statutory termination payments received by such
executive during the severance period, and, in certain circumstances, by the
actuarial value of enhanced pension benefits received by the executive, as well
as continued participation in medical and certain other benefit plans for the
severance period (or in lieu thereof, upon commencement of subsequent
employment, a lump sum payment equal to the then present value of 50% of the
amount of base salary then remaining payable through the balance of the
severance period). Pursuant to the Executive Severance Policy, upon meeting the
conditions set forth therein, as of December 31, 2000 Messrs. Nugent and Greeff
would be entitled to severance pay equal to 19 and 18 months' of base salary,
respectively, at the rate in effect on the date of employment termination plus
continued participation in the medical and dental plans for the same respective
periods on the same terms as active employees.


                                       13

<PAGE>

DEFINED BENEFIT PLANS

     The following table shows the estimated annual retirement benefits payable
(as of December 31, 2000) at normal retirement age (65) to a person retiring
with the indicated average compensation and years of credited service, on a
straight life annuity basis, after Social Security offset, under the Revlon
Employees' Retirement Plan (the "Retirement Plan"), including amounts
attributable to the Pension Equalization Plan, each as described below. These
amounts reflected in the table are attributable to all benefits accrued under
the Retirement Plan on or before December 31, 2000 and will continue to apply
to any person who is actively employed after that date who meets the Retirement
Plan's eligibility requirements and who does not participate in the Cash
Balance program described below (the "Non-Cash Balance Retirement Plan"). The
table does not apply to benefits accrued on and after January 1, 2001 by any
person who is eligible to participate in the Cash Balance program on or after
that date.





<TABLE>
<CAPTION>
                             ESTIMATED ANNUAL STRAIGHT LIFE ANNUITY BENEFITS AT RETIREMENT
  HIGHEST CONSECUTIVE                WITH INDICATED YEARS OF CREDITED SERVICE (a)
   FIVE-YEAR AVERAGE      -------------------------------------------------------------------
      COMPENSATION
 DURING FINAL TEN YEARS        15            20            25            30            35
-----------------------   -----------   -----------   -----------   -----------   -----------
<S>                       <C>           <C>           <C>           <C>           <C>
      $    600,000         $151,392      $201,856      $252,320      $302,784      $302,784
           700,000          177,392       236,523       295,653       354,784       354,784
           800,000          203,392       271,189       338,987       406,784       406,784
           900,000          229,392       305,856       382,320       458,784       458,784
         1,000,000          255,392       340,523       425,653       500,000       500,000
         1,100,000          281,392       375,189       468,987       500,000       500,000
         1,200,000          307,392       409,856       500,000       500,000       500,000
         1,300,000          333,392       444,523       500,000       500,000       500,000
         1,400,000          359,392       479,189       500,000       500,000       500,000
         1,500,000          385,392       500,000       500,000       500,000       500,000
         2,000,000          500,000       500,000       500,000       500,000       500,000
         2,500,000          500,000       500,000       500,000       500,000       500,000
</TABLE>


----------
(a)        The normal form of benefit for the Retirement Plan and the Pension
           Equalization Plan is a straight life annuity.


     The Retirement Plan is intended to be a tax qualified defined benefit
plan. Non-Cash Balance Retirement Plan benefits are a function of service and
final average compensation. The Non-Cash Balance Retirement Plan is designed to
provide an employee having 30 years of credited service with an annuity
generally equal to 52% of final average compensation, less 50% of estimated
individual Social Security benefits. Final average compensation is defined as
average annual base salary and bonus (but not any part of bonuses in excess of
50% of base salary) during the five consecutive calendar years in which base
salary and bonus (but not any part of bonuses in excess of 50% of base salary)
were highest out of the last 10 years prior to retirement or earlier
termination. Except as otherwise indicated, credited service includes all
periods of employment with the Company or a subsidiary prior to retirement or
earlier termination. Messrs. Nugent and Greeff do not participate in the
Non-Cash Balance Retirement Plan.

     Effective January 1, 2001, Products Corporation amended the Retirement
Plan to introduce a Cash Balance program under the Retirement Plan (the "Cash
Balance Plan"). Under the Cash Balance Plan, eligible employees will receive
quarterly pay credits to an individual cash balance bookkeeping account equal
to 5% of their compensation for the previous quarter. Interest credits will
also be allocated quarterly (based on the yield of the 30-year Treasury bond),
commencing June 30, 2001. Employees who as of January 1, 2001 were at least age
45, had 10 or more years of service with the Company and whose age and years of
service totaled at least 60 were "grandfathered" and continue to participate in
the Non-Cash Balance Retirement Plan under the same retirement formula
described in the preceding paragraph. All other eligible employees had their
benefits earned (if any) under the Non-Cash Balance Retirement Plan "frozen" at
the current level on December 31, 2000 and began to participate in the Cash
Balance Plan on January 1, 2001. The "frozen" benefits will be payable at
normal retirement age. Any employee who, as of January 1, 2001 was at least age
40 but not part of the "grandfathered" group will, in addition to the


                                       14

<PAGE>

"basic" 5% quarterly pay credits, receive quarterly "transition" pay credits of
3% of compensation each year for up to 10 years or until he/she leaves
employment with the Company, whichever is earlier. Messrs. Nugent and Greeff
both participate in the Cash Balance Plan and will be eligible to receive basic
and transition pay credits. The estimated annual benefits payable under the
Cash Balance Plan as a single life annuity (assuming Messrs. Nugent and Greeff
remain employed by the Company until age 65 at their current level of
compensation) is $199,000 for Mr. Nugent and $249,700 for Mr. Greeff. Messrs.
Nugent's and Greeff's total retirement benefits will be determined in
accordance with their respective employment agreements, each of which provides
for a guaranteed retirement benefit provided that certain conditions are met.

     The Employee Retirement Income Security Act of 1974, as amended, places
certain maximum limitations upon the annual benefit payable under all qualified
plans of an employer to any one individual. In addition, the Omnibus Budget
Reconciliation Act of 1993 limits the annual amount of compensation that can be
considered in determining the level of benefits under qualified plans. The
Pension Equalization Plan, as amended effective December 14, 1998, is a
non-qualified benefit arrangement designed to provide for the payment by the
Company of the difference, if any, between the amount of such maximum
limitations and the annual benefit that would be payable under the Retirement
Plan (including the Non-Cash Balance Retirement Plan and the Cash Balance Plan)
but for such limitations, up to a combined maximum annual straight life annuity
benefit at age 65 under the Retirement Plan and the Pension Equalization Plan
of $500,000. Benefits provided under the Pension Equalization Plan are
conditioned on the participant's compliance with his or her non-competition
agreement and on the participant not competing with Products Corporation for
one year after termination of employment.

     The number of years of credited service under the Retirement Plan and the
Pension Equalization Plan as of January 1, 2001 (rounded to full years) for Mr.
Nugent is one year, for Mr. Gehrmann was six years and for Mr. Nichols was 22
years. Mr. Greeff had no years of credited service as of January 1, 2001.


 
           COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation Committee of the Company's Board of Directors currently
consists of Messrs. Gittis, Drapkin, Landau and Semel, each of whom has been a
member of the Compensation Committee during all of 2000 (other than Mr. Landau,
who was elected by the Board of Directors to serve on such committee on May 10,
2000), and each of whom continues as a member as of the date of this report.
Pursuant to the rules promulgated under the Exchange Act, set forth below is
the report of the Compensation Committee regarding its compensation policies
for 2000 for the Company's executive officers, including the Chief Executive
Officer.

     The key elements of compensation used by the Company during 2000 were base
salary and performance-based incentives, including annual cash bonuses, stock
options and a long-term incentive program. The Company's executive compensation
practices were intended to support its business goals of fostering profitable
growth and increasing stockholder value. These practices were intended to align
the interests of executives and stockholders through the use of a
performance-based cash bonus plan, a stock-based compensation plan and a
long-term incentive plan. The Company's compensation package was designed to be
competitive with the compensation practices of other leading consumer products
companies.

     Most of the basic elements of the Company's compensation program in effect
in 2000, including base salary, annual cash bonuses and Awards under the
Amended Stock Plan, were established at the time of the Company's initial
public offering in February 1996 (the "Offering"). The Company subsequently
established a long-term incentive program in 2000. The compensation program's
elements were initially based upon consultations with the executive
compensation consulting practice of William M. Mercer, Incorporated ("Mercer").
Since the Offering, the Compensation Committee has consulted with Mercer and
other consultants in the field on compensation-related issues as it deems
appropriate and considers such input as well as the Company's existing policies
in its oversight and approval of the Company's ongoing executive officer
compensation arrangements. In addition to Company sources and consultation


                                       15

<PAGE>

with Mercer, the Compensation Committee also considered information provided by
salary surveys and similar data available from independent sources to help it
assess the competitiveness and effectiveness of the Company's executive
compensation practices in general and for the Chief Executive Officer in
particular.


BASE SALARY

     The Company's policy during 2000 was to pay salaries that reflected the
executive's position in the Company and his or her contributions as determined
by the Compensation Committee and that were competitive with a comparison group
of other leading consumer products companies and certain other companies
outside of the consumer products field (the "Comparison Group"). While the
Comparison Group is comprised primarily of consumer products companies,
companies outside of the consumer products field are also included because the
Company believes, and the Compensation Committee concurs, that the market for
executive talent is broader than simply other consumer products companies.

     In determining the salaries of executive officers, the Compensation
Committee's policy has been to target the salary range for executive officers
at a level which is competitive with the Comparison Group, with salaries above
that level available to exceptional performers and key contributors to the
success of the Company. Annual salary adjustments have been based on individual
performance, assumption of new responsibilities, competitive data from the
Comparison Group, employee retention efforts and the Company's overall annual
salary budget guidelines. If an executive officer is responsible for a
particular business unit, such unit's financial results have been taken into
account.


ANNUAL CASH BONUS


 EXECUTIVE BONUS PLAN

     The Executive Bonus Plan in effect during 2000 (in which executives
including Mr. Nugent and Mr. Greeff participated) provided for payment of cash
compensation upon the achievement of predetermined, objective, business and
personal Performance Objectives (collectively, the "Objectives") during the
calendar year which are established by the Compensation Committee. Eligibility
for awards under the Executive Bonus Plan was conditioned upon the executive
having executed the Company's standard employee confidentiality and
non-competition agreement. The maximum award payable to any participant with
respect to any bonus year was 100% of base salary. The Objectives for 2000 were
based upon the Company's net sales, operating income, operating cash flow and
customer satisfaction; such Objectives were subsequently revised to reflect the
fact that the Company's business was in a state of transition during 2000 and
the revised Objectives were based upon EBITDA, cash flow, net sales and
customer satisfaction.

     For 2000 the Objectives were not met. Due to their exceptional efforts in
compiling a comprehensive turnaround plan for the Company, including a major
change in US customer trade terms, significant new product launches, an
entirely new approach to advertising, major consolidations in manufacturing
operations, substantial reductions in selling, general and administrative
expenses, dispositions of non-core assets, as well as their efforts in securing
a significant amendment to the Company's credit agreement to facilitate the
turnaround plan, the Compensation Committee determined to make discretionary
bonus payments to certain key executives and employees of the Company despite
the fact that business objectives were not met. Certain participants in the
Executive Bonus Plan received a discretionary award of 25% of their target
awards, while certain key executives and employees who contributed
substantially to the creation and who began execution of the strategic plan
received higher discretionary awards. Mr. Nugent's and Mr. Greeff's bonuses
were determined in accordance with their respective employment agreements.

     The Company's principal compensation vehicles for encouraging long-term
growth and performance have been the grant of stock options or other awards
under the Amended Stock Plan (See "Approval of the Amended Stock Plan") and in
2000 awards under the SELTIP (See "Senior Long-Term Incentive Program").


                                       16

<PAGE>

 THE AMENDED STOCK PLAN

     Under the Amended Stock Plan, Awards generally have been granted annually
to executive officers. Guidelines for the size and type of Awards were
developed based on, among other factors, the executive's position in the
Company, his or her contributions to the Company's objectives and the practices
of the Comparison Group. Since the Company, with the concurrence of the
Compensation Committee, views the granting of such Awards as a way to obtain a
competitive compensation advantage, the Company attempted to target Award
levels so that, when taken together with salary and cash bonus, total
compensation was intended to be competitive with the Comparison Group. Actual
grants varied from guideline levels based on individual performance, business
unit performance, the assumption of increased responsibilities or other
factors.

     The grants of stock options made under the Amended Stock Plan in December
2000 to Mr. Nugent and in May 2000 to Mr. Greeff were made pursuant to their
respective employment agreements, as were the grants to Mr. Gehrmann and Mr.
Nichols.

     Section 162(m) of the Code generally disallows a publicly held corporation
a tax deduction for compensation in excess of $1 million per year paid to the
five most highly compensated executive officers of the Company (the "Covered
Officers"). However, an exception to the deduction limitation of Section 162(m)
applies to certain performance-based compensation, provided that the plan
pursuant to which such compensation will be paid has been approved by
stockholders in a separate vote and certain other requirements are met. The
Compensation Committee will maintain the discretion to authorize awards under
the Amended Stock Plan and other compensation that does not qualify for an
exception to the deduction limitation if the Compensation Committee believes it
is necessary or appropriate under the circumstances.


SENIOR EXECUTIVE LONG-TERM INCENTIVE PROGRAM

     The SELTIP (in which certain executives including Mr. Greeff, but
excluding Mr. Nugent, participated during 2000) provides for payment of cash
compensation upon the achievement of predetermined corporate objectives (the
"Corporate SELTIP Objectives") and personal objectives (the "Personal SELTIP
Objectives") (which objectives are collectively referred to as the "SELTIP
Objectives") during a three-year calendar period ending December 31, 2002 (the
"Performance Period"). The Corporate SELTIP Objectives for the Performance
Period were established by the Compensation Committee and the Personal SELTIP
Objectives are established by the President and Chief Executive Officer. The
first Performance Period commenced January 1, 2000 and ends on December 31,
2002. Corporate SELTIP Objectives for the first Performance Period were based
on cumulative consolidated net sales and cumulative consolidated operating
income. The maximum award payable to any participant with respect to any
Performance Period is $500,000. The Company does not expect that a payout will
be made under the SELTIP.


CERTAIN AGREEMENTS

     During 2000 the term of Mr. Gehrmann's employment agreement ended
effective June 30, 2000. On September 30, 2000 Mr. Nichols elected early
retirement. (See "Employment Agreements and Termination of Employment
Arrangements" for details of Mr. Gehrmann's employment agreement and Mr.
Nichols' retirement agreement). The payments and benefits provided to each of
Mr. Gehrmann and Mr. Nichols were principally determined by contractual
commitments made to each pursuant to their prior employment agreements. (See
"Employment Agreements and Termination of Employment Arrangements.")


2000 CHIEF EXECUTIVE OFFICER COMPENSATION

     Since the Company considered Mr. Nugent's recruitment essential to ensure
efficient management of the Company's business and the successful execution of
the Company's strategy of maximizing stockholder value, the Company entered
into an employment agreement in December 1999 with Mr. Nugent to induce him to
join the Company (see "--Employment Agreements and Termination of Employment
Arrangements").


                                       17

<PAGE>

     In setting Mr. Nugent's compensation in the agreement, the Compensation
Committee considered factors such Mr. Nugent's individual experience, his
expertise in his prior position, his anticipated contribution to the Company,
and the pay practices in effect for chief executive officers. The agreement
provides for a base salary at an annual rate of $1,000,000 during 1999 and
2000.


     In 2000, Mr. Nugent was eligible to participate in the Executive Bonus
Plan. In 2000, Mr. Nugent received a bonus of $500,000 which was granted
pursuant to his employment agreement.


     The stock option awards specified in Mr. Nugent's employment agreement
were determined with reference to Mr. Nugent's position in the Company, his
individual experience and expertise and his anticipated contribution to the
Company. The Compensation Committee's intent is to condition a meaningful
portion of Mr. Nugent's total compensation upon Company performance and
potential stockholder value.



Respectfully submitted,



Compensation and Stock Plan Committee
Howard Gittis (Chairman)
Donald Drapkin
Edward Landau
Terry Semel


                                       18

<PAGE>

                               PERFORMANCE GRAPH

     The following graph compares the cumulative total stockholder return on
shares of the Company's Class A Common Stock with that of the S&P 500 Index,
the S&P Health Care Index, the S&P Household Products Index and the S&P
Cosmetics Index. The comparison for each of the periods presented assumes that
$100 was invested on February 29, 1996 (the date the Company's Class A Common
Stock was priced in connection with the Company's Offering), in shares of the
Company's Class A Common Stock and the stocks included in the relevant index
and that all dividends are reinvested. These indices, which reflect formulas
for dividend reinvestment and weighting of individual stocks, do not
necessarily reflect returns that could be achieved by individual investors.


                               [GRAPHIC OMITTED]


SOURCE: Bloomberg Financial Markets Database

NOTES: Assumes $100 invested on 2/29/96 in Revlon stock (IPO date), in the S&P
       500, S&P Health Care, S&P Household Products, and S&P Cosmetics indices
       Year end dates reflect the last trading date for each respective year
       Reflects month-end dividend reinvestment














<TABLE>
<CAPTION>
SUMMARY                          FEB. 29, 1996   DEC. 31, 1996   DEC. 31, 1997   DEC. 31, 1998   DEC. 31, 1999   DEC. 29, 2000
------------------------------- --------------- --------------- --------------- --------------- --------------- --------------
<S>                             <C>             <C>             <C>             <C>             <C>             <C>
Revlon, Inc. ..................       $100         $  124.48       $  147.13       $  68.23        $  33.07        $  20.67
S&P Cosmetics Index ...........        100            136.60          173.09         176.08          149.24          145.18
S&P Household Prod. Index......        100            129.56          182.62         215.60          257.85          217.95
S&P 500 Index .................        100            117.81          157.10         201.99          244.49          222.24
S&P Health Care Index .........        100            121.38          177.32         258.30          246.83          338.63
</TABLE>


 

                                       19

<PAGE>


                           OWNERSHIP OF COMMON STOCK

     The following table sets forth as of January 31, 2001 the number of shares
of Company's Common Stock beneficially owned, and the percent so owned, by (i)
each person known to the Company to be the beneficial owner of more than 5% of
the outstanding shares of the Company's Common Stock, (ii) each director of the
Company, (iii) the Chief Executive Officer during 2000 and each of the other
Named Executive Officers during 2000 and (iv) all directors and executive
officers of the Company as a group. The number of shares owned are those
beneficially owned, as determined under the rules of the Securities and
Exchange Commission (the "SEC"), and such information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares of Common Stock as to which a person
has sole or shared voting power or investment power and any shares of Common
Stock which the person has the right to acquire within 60 days through the
exercise of any option, warrant or right, through conversion of any security or
pursuant to the automatic termination of a power of attorney or revocation of a
trust, discretionary account or similar arrangement.





<TABLE>
<CAPTION>
N
AME AND ADDRESS                               AMOUNT AND NATURE OF
OF BENEFICIAL OWNER                            BENEFICIAL OWNERSHIP          PERCENT OF CLASS
-----------------------------------------   --------------------------   ------------------------
<S>                                         <C>                          <C>
Ronald O. Perelman ......................   42,800,000                    83.3%
 35 E. 62nd St.                             (Class A and Class B)(1)     (Class A and Class B)
 New York, NY 10021
Donald Drapkin ..........................   12,000 (Class A)(2)               *
Meyer Feldberg ..........................   0
Frank J. Gehrmann .......................   76,408 (Class A)(3)               *
Howard Gittis ...........................   65,000 (Class A)                  *
Douglas H. Greeff .......................   102,500 (Class A)                 *
Vernon E. Jordan, Jr. ...................   0
Edward J. Landau ........................   100                               *
Jerry W. Levin ..........................   536,489 (Class A)(4)           2.7%
Wade H. Nichols III .....................   139,234 (Class A)(5)              *
Jeffrey M. Nugent .......................   0
Linda Gosden Robinson ...................   0
Terry Semel .............................   5,000 (Class A)(6)                *
Martha Stewart ..........................   1,000 (Class A)(7)                *
All Directors and Executive Officers as a                                 61.0%
 Group (12 Persons) .....................   12,272,089(Class A)(8)       100.0%
                                            31,250,000 (Class B)
</TABLE>


----------
 * Less than one percent.

(1)   Mr. Perelman through Mafco Holdings (which through REV Holdings)
      beneficially owns 11,250,000 shares of the Company's Class A Common Stock
      (representing approximately 56% of the outstanding shares of the
      Company's Class A Common Stock) and all of the outstanding 31,250,000
      shares of the Company's Class B Common Stock, which together represent
      approximately 83% of the outstanding shares of the Company's Common Stock
      and has approximately 97% of the combined voting power of the outstanding
      shares of the Company's Common Stock. All of the shares of the Company's
      Common Stock owned by REV Holdings are pledged by REV Holdings to secure
      obligations, and shares of intermediate holding companies are or may from
      time to time be pledged to secure obligations of Mafco Holdings or its
      affiliates. Mr. Perelman also holds an option to acquire 300,000 shares
      of the Company's Class A Common Stock, which option vested on February
      12, 1999. Such vested option to acquire 300,000 shares of the Company's
      Class A Common Stock, together with the Class A and Class B Common Stock
      beneficially owned by Mr. Perelman, represents approximately 83% of the
      outstanding shares of the Company's Common Stock.

(2)   All of such shares are held by trusts for Mr. Drapkin's children and
      beneficial ownership is disclaimed.

(3)   Includes 3,000 shares owned jointly by Mr. Gehrmann's wife; 1,194 shares
      distributed to Mr. Gehrmann upon cessation of his participation in the
      Company's 401(k) Plan; 1,474 shares distributed to Mr. Gehrmann upon
      cessation of his participation in the Company's Excess Plan; 2,500,
      2,500, 2,500, 2,500, 3,000, 3,000, 3,000, 3,000,


                                       20

<PAGE>

      7,500, 7,500, 7,500 and 10,000, 10,000 and 6,250 shares which may be
      acquired under options which vested on February 28, 1997, February 28,
      1998, February 28, 1999, February 28, 2000, January 9, 1998, January 9,
      1999, January 9, 2000, January 9, 2001, January 8, 1999, January 8, 2000,
      January 8, 2001, and February 12, 2000, February 12, 2001 and 
      May 17, 2000, respectively.

(4)   Includes 25,000 shares held directly by Mr. Levin; 1,000 shares owned by
      Mr. Levin's daughter as to which beneficial ownership is disclaimed; 129
      shares acquired pursuant to the Company matching under the 401(k) Plan;
      360 shares that Mr. Levin has the right to receive pursuant to the
      Company matching under the Excess Plan; 42,500, 42,500, 42,500, 42,500,
      42,500, 42,500, 42,500, 42,500 and 170,000 shares which may be acquired
      under options which vested on January 9, 1998, January 9, 1999, January
      9, 2000, January 9, 2001, January 8, 1999, January 8, 2000, January 8,
      2001, March 2, 1999 and February 28, 1999, respectively.

(5)   Includes 5,400 shares held directly; 1,157 shares distributed to Mr.
      Nichols upon cessation of his participation in the Company's 401(k) Plan;
      2,676 shares distributed to Mr. Nichols upon cessation of his
      participation in the Company's Excess Plan; 7,500, 7,500, 7,500, 7,500,
      10,000, 10,000, 10,000, 30,000 and 40,000 shares which may be acquired
      under options which vested on January 9, 1998, January 9, 1999, January
      9, 2000, January 9, 2001, January 8, 1999, January 8, 2000, January 8,
      2001, February 28, 1999 and February 12, 2000 and February 12, 2001
      respectively.

(6)   Includes 2,000 shares owned by Mr. Semel's children as to which
      beneficial ownership is disclaimed and 3,000 shares owned jointly by Mr.
      Semel's wife.

(7)   Includes 500 shares owned directly and 500 shares owned indirectly by the
      Martha Stewart Inc. Defined Benefit Pension Plan.

(8)   Includes only shares beneficially held by persons who were directors and
      executive officers of the Company as of January 31, 2001.



                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     MacAndrews & Forbes beneficially owns shares of the Company's Common Stock
having approximately 97.3% of the combined voting power of the outstanding
shares of Common Stock. As a result, MacAndrews & Forbes is able to elect the
entire Board of Directors of the Company and control the vote on all matters
submitted to a vote of the Company's stockholders. MacAndrews & Forbes is
wholly owned by Ronald O. Perelman, who is Chairman of the Board of Directors
of the Company.


T
RANSFER AGREEMENTS

     In June 1992, Revlon, Inc. and Products Corporation entered into an asset
transfer agreement with Holdings and certain of its wholly-owned subsidiaries
(the "Asset Transfer Agreement"), and Revlon, Inc. and Products Corporation
entered into a real property asset transfer agreement with Holdings (the "Real
Property Transfer Agreement" and, together with the Asset Transfer Agreement,
the "Transfer Agreements"), and pursuant to such agreements, on June 24, 1992
Holdings transferred assets to Products Corporation and Products Corporation
assumed all the liabilities of Holdings, other than certain specifically
excluded assets and liabilities (the liabilities excluded are referred to as
the "Excluded Liabilities"). Certain consumer products lines sold in
demonstrator assisted distribution channels considered not integral to the
Company's business and which historically had not been profitable (the
"Retained Brands") and certain of the assets and liabilities were retained by
Holdings. Holdings agreed to indemnify Revlon, Inc. and Products Corporation
against losses arising from the Excluded Liabilities, and Revlon, Inc. and
Products Corporation agreed to indemnify Holdings against losses arising from
the liabilities assumed by Products Corporation. The amount reimbursed by
Holdings to Products Corporation for the Excluded Liabilities for 2000 was $0.4
million.


REIMBURSEMENT AGREEMENTS

     Revlon, Inc., Products Corporation and MacAndrews Holdings have entered
into reimbursement agreements (the "Reimbursement Agreements") pursuant to
which (i) MacAndrews Holdings is obligated to provide (directly or through
affiliates) certain professional and administrative services, including
employees, to Revlon, Inc. and its subsidiaries, including Products
Corporation, and purchase services from third party providers, such as
insurance and legal and accounting services, on behalf of Revlon, Inc. and its
subsidiaries, including Products Corporation, to the extent requested by
Products


                                       21

<PAGE>

Corporation, and (ii) Products Corporation is obligated to provide certain
professional and administrative services, including employees, to MacAndrews
Holdings (and its affiliates) and purchase services from third party providers,
such as insurance and legal and accounting services, on behalf of MacAndrews
Holdings (and its affiliates) to the extent requested by MacAndrews Holdings,
provided that in each case the performance of such services does not cause an
unreasonable burden to MacAndrews Holdings or Products Corporation, as the case
may be. Products Corporation reimburses MacAndrews Holdings for the allocable
costs of the services purchased for or provided to Products Corporation and its
subsidiaries and for reasonable out-of-pocket expenses incurred in connection
with the provision of such services. MacAndrews Holdings (or such affiliates)
reimburses Products Corporation for the allocable costs of the services
purchased for or provided to MacAndrews Holdings (or such affiliates) and for
the reasonable out-of-pocket expenses incurred in connection with the purchase
or provision of such services. The net amount reimbursed by MacAndrews Holdings
to Products Corporation for the services provided under the Reimbursement
Agreements for 2000 was $0.9 million. Each of Revlon, Inc. and Products
Corporation, on the one hand, and MacAndrews Holdings, on the other, has agreed
to indemnify the other party for losses arising out of the provision of
services by it under the Reimbursement Agreements other than losses resulting
from its willful misconduct or gross negligence. The Reimbursement Agreements
may be terminated by either party on 90 days' notice. Products Corporation does
not intend to request services under the Reimbursement Agreements unless their
costs would be at least as favorable to Products Corporation as could be
obtained from unaffiliated third parties.


TAX SHARING AGREEMENT

     Revlon, Inc., for federal income tax purposes, is included in the
affiliated group of which Mafco Holdings is the common parent, and Revlon,
Inc.'s federal taxable income and loss is included in such group's consolidated
tax return filed by Mafco Holdings. Revlon, Inc. also may be included in
certain state and local tax returns of Mafco Holdings or its subsidiaries. In
June 1992, Holdings, Revlon, Inc. and certain of its subsidiaries, and Mafco
Holdings entered into a tax sharing agreement (as subsequently amended, the
"Tax Sharing Agreement"), pursuant to which Mafco Holdings has agreed to
indemnify Revlon, Inc. against federal, state or local income tax liabilities
of the consolidated or combined group of which Mafco Holdings (or a subsidiary
of Mafco Holdings other than Revlon, Inc. or its subsidiaries) is the common
parent for taxable periods beginning on or after January 1, 1992 during which
Revlon, Inc. or a subsidiary of Revlon, Inc. is a member of such group.
Pursuant to the Tax Sharing Agreement, for all taxable periods beginning on or
after January 1, 1992, Revlon, Inc. will pay to Holdings amounts equal to the
taxes that Revlon, Inc. would otherwise have to pay if it were to file separate
federal, state or local income tax returns (including any amounts determined to
be due as a result of a redetermination arising from an audit or otherwise of
the consolidated or combined tax liability relating to any such period which is
attributable to Revlon, Inc.), except that Revlon, Inc. will not be entitled to
carry back any losses to taxable periods ending prior to January 1, 1992. No
payments are required by Revlon, Inc. if and to the extent Products Corporation
is prohibited under the Credit Agreement from making tax sharing payments to
Revlon, Inc. The Credit Agreement prohibits Products Corporation from making
such tax sharing payments other than in respect of state and local income
taxes. Since the payments to be made under the Tax Sharing Agreement will be
determined by the amount of taxes that Revlon, Inc. would otherwise have to pay
if it were to file separate federal, state or local income tax returns, the Tax
Sharing Agreement will benefit Mafco Holdings to the extent Mafco Holdings can
offset the taxable income generated by Revlon, Inc. against losses and tax
credits generated by Mafco Holdings and its other subsidiaries. The Tax Sharing
Agreement was amended to eliminate a contingent payment to Revlon, Inc. under
certain circumstances in return for a $10 million note with interest at 12% and
principal payable by Mafco Holdings on December 31, 2005. As a result of net
operating tax losses and prohibitions under the Credit Agreement there were no
federal tax payments or payments in lieu of taxes made by Revlon, Inc. pursuant
to the Tax Sharing Agreement for 2000.


REGISTRATION RIGHTS AGREEMENT

     Prior to the consummation of the Offering, Revlon, Inc. and Revlon
Worldwide Corporation (subsequently merged into REV Holdings), the then direct
parent of Revlon, Inc., entered into the


                                       22

<PAGE>

Registration Rights Agreement pursuant to which REV Holdings and certain
transferees of Revlon, Inc.'s Common Stock held by REV Holdings (the "Holders")
have the right to require Revlon, Inc. to register all or part of the Company's
Class A Common Stock owned by such Holders and the Company's Class A Common
Stock issuable upon conversion of the Company's Class B Common Stock owned by
such Holders under the Securities Act of 1933, as amended (the "Securities
Act") (a "Demand Registration"); provided that Revlon, Inc. may postpone giving
effect to a Demand Registration up to a period of 30 days if Revlon, Inc.
believes such registration might have a material adverse effect on any plan or
proposal by Revlon, Inc. with respect to any financing, acquisition,
recapitalization, reorganization or other material transaction, or if Revlon,
Inc. is in possession of material non-public information that, if publicly
disclosed, could result in a material disruption of a major corporate
development or transaction then pending or in progress or in other material
adverse consequences to Revlon, Inc. In addition, the Holders have the right to
participate in registrations by Revlon, Inc. of its Class A Common Stock (a
"Piggyback Registration"). The Holders will pay all out-of-pocket expenses
incurred in connection with any Demand Registration. Revlon, Inc. will pay any
expenses incurred in connection with a Piggyback Registration, except for
underwriting discounts, commissions and expenses attributable to the shares of
the Company's Class A Common Stock sold by such Holders.


OTHER

     Pursuant to a lease dated April 2, 1993 (the "Edison Lease"), Holdings
leased to Products Corporation the Edison research and development facility for
a term of up to 10 years with an annual rent of $1.4 million and certain shared
operating expenses payable by Products Corporation which, together with the
annual rent, were not to exceed $2.0 million per year. In August 1998, Holdings
sold the Edison facility to an unrelated third party, which assumed
substantially all liability for environmental claims and compliance costs
relating to the Edison facility, and in connection with the sale Products
Corporation terminated the Edison Lease and entered into a new lease with the
new owner. Holdings agreed to indemnify Products Corporation to the extent rent
under the new lease exceeds rent that would have been payable under the
terminated Edison Lease had it not been terminated. The net amount reimbursed
by Holdings to Products Corporation with respect to the Edison facility for
2000 was $0.2 million.

     During 2000, Products Corporation leased certain facilities to MacAndrews
& Forbes or its affiliates pursuant to occupancy agreements and leases. These
included space at Products Corporation's New York headquarters and at Products
Corporation's offices in London. The rent paid to Products Corporation for 2000
was $0.9 million.

     Products Corporation's Credit Agreement is supported by, among other
things, guarantees from Revlon, Inc., Holdings and certain of Holdings'
subsidiaries. The obligations under such guarantees are secured by, among other
things, the capital stock of Products Corporation, and the capital stock and
certain assets of certain subsidiaries of Holdings.

     During 2000, the Company made an advance of $0.1 million to Mr. Jeffrey
Nugent pursuant to his employment agreement for relocation expenses, which
advance bears interest at the applicable federal rate.

     During 2000, the Company made an advance of $0.8 million to Mr. Douglas
Greeff pursuant to his employment agreement, which advance bears interest at
the applicable federal rate.

     During 2000, Products Corporation made payments of $0.1 million to a
fitness center, an interest in which is owned by members of Mr. Donald
Drapkin's immediate family, for discounted health club dues for an executive
health program of Products Corporation. Mr. Drapkin is a director of the
Company.

     During 2000, Products Corporation made payments of $0.2 million to Ms.
Ellen Barkin (spouse of Mr. Perelman) under an agreement pursuant to which she
provided voiceover services for certain of the Company's advertisements.

     The law firm of which Mr. Edward Landau is Of Counsel, Wolf, Block, Schorr
and Solis-Cohen LLP, provided legal services to Revlon, Inc. and its
subsidiaries during 2000, but did not provide any such services in 1998 or
1999.


                                       23

<PAGE>

     An investment bank of which Mr. Vernon Jordan became a Managing Director
in January 2000, Lazard Freres & Co. LLC, provided investment banking services
to Revlon, Inc. and its subsidiaries during 2000, and it is anticipated that it
will provide investment services to Revlon, Inc. and its subsidiaries during
2001.



               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


     The Company's executive officers, directors and 10% stockholders are
required under the Exchange Act to file reports of ownership and changes in
ownership with the SEC and the NYSE. Copies of these reports also must be
furnished to the Company.


     Based solely upon a review of copies of such reports furnished to the
Company through the date hereof and written representations that no other
reports were required, the Company believes that all filing requirements
applicable to its executive officers, directors and 10% holders were complied
with during 2000.


 
                               PROPOSAL NO. 2
                     RATIFICATION OF SELECTION OF AUDITORS


     The Board of Directors has selected, subject to ratification by the
Company's stockholders, KPMG LLP to audit the accounts of the Company for the
fiscal year ending December 31, 2001.


     KPMG LLP has audited the consolidated financial statements of the Company
and its predecessors for more than the past five years. Representatives of KPMG
LLP will be present at the Annual Meeting, will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.


AUDIT FEES


     The aggregate fees billed by KPMG LLP for professional services rendered
for the audit of the Company's annual financial statements for the fiscal year
ended December 31, 2000 and for the reviews of the financial statements
included in the Company's Quarterly Reports on Form 10-Q for 2000 (the "Audit
Services") were $1.9 million.


FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES


     KPMG LLP billed no fees for professional services rendered to the Company
for information technology services relating to financial information systems
design and implementation (the "IS Services") for the fiscal year ended
December 31, 2000.


ALL OTHER FEES


     The aggregate fees billed by KPMG LLP for services rendered to the
Company, other than the Audit Services and the IS Services described above
under "Audit Fees" and "Financial Information Systems Design and Implementation
Fees", respectively, for the fiscal year ended December 31, 2000 (the "Other
Services") were $1.1 million, principally for tax services rendered to the
Company and the audit of the closing statements for assets disposed of in 2000,
and $0.5 million in costs associated with audits of the Company's foreign
statutory financial statement filings.


     The Audit Committee has determined that the provision of the IS Services
and the Other Services is compatible with maintaining KPMG LLP's independence.


                                       24

<PAGE>

              VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

     The ratification of the selection of KPMG LLP as the Company's independent
auditors for 2001 will require the affirmative vote of a majority of the total
number of votes of outstanding shares of the Company's Common Stock present in
person or represented by proxy at the Annual Meeting and entitled to vote. In
determining whether the proposal has received the requisite number of
affirmative votes, abstentions will be counted and will have the same effect as
a vote against the proposal.

 
    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 2001.



                                 PROPOSAL NO. 3
                       APPROVAL OF THE AMENDED STOCK PLAN

     At the Annual Meeting, the Company's stockholders will be asked to approve
the Revlon Inc. Third Amended and Restated 1996 Stock Plan, a copy of which is
attached as Exhibit 2 (the "Third Amended Stock Plan"), which would (1) expand
the classes of eligible recipients of Awards (as defined in the Third Amended
Stock Plan) under such plan to include directors of the Company and its
affiliates who are not also employed by the Company or its affiliates
("Non-Employee Directors"), (2) increase by 1,500,000 shares the maximum number
of shares with respect to which Awards may be granted under the Amended Stock
Plan, and (3) increase by 300,000 shares the total number of shares of the
Company's Class A Common Stock subject to options and stock appreciation rights
("SARs") which may be granted to any grantees under the Amended Stock Plan in
any year. The Revlon, Inc. 1996 Stock Plan (the "Original Stock Plan") was
adopted in connection with the Company's initial public offering in February
1996 (the "Offering"), and was amended in February 1999 to increase the number
of shares available under the Original Stock Plan from 5,000,000 to 7,000,000
(the "Second Amended Stock Plan") (the Original Stock Plan, Second Amended
Stock Plan and Third Amended Stock Plan will be referred to as the "Amended
Stock Plan"). The Amended Stock Plan is intended to advance the interests of
the Company and its stockholders by providing an incentive to attract, retain
and motivate key employees of the Company and its affiliates to contribute to
the Company's growth and profitability and to align those individuals'
long-term interests with those of the Company's stockholders. However, neither
the Original Stock Plan, nor the Second Amended Stock Plan, authorized the
grant of Awards to Non-Employee Directors. The Board of Directors believes that
adoption of the Third Amended Stock Plan will allow the Company to attract and
retain qualified outside directors by providing them with an element of
compensation, when taken together with their annual retainer fee, is
competitive, and the Board of Directors believes that approval of the Third
Amended Stock Plan is in the best interests of the Company and its
stockholders. Therefore, the Board of Directors has approved the Third Amended
Stock Plan, subject to the approval of the Company's stockholders, to expand
the classes of eligible recipients of Awards under such plan to include
Non-Employee Directors.

     As of April 12, 2001, options to purchase an aggregate of 6,204,599 shares
of the Company's Class A Common Stock were outstanding, options covering 73,750
shares were exercised and only 721,651 shares of the 7,000,000 shares
authorized under the Amended Stock Plan remained available for future grants.
The Board of Directors has amended the Amended Stock Plan, subject to the
approval of the Company's stockholders, to (1) increase by 1,500,000 the
maximum aggregate number of shares of the Company's Class A Common Stock with
respect to which Awards may be granted and (2) increase by 300,000 the total
number of shares of the Company's Class A Common Stock subject to options and
SARs which may be granted to any grantee under the Amended Stock Plan in any
year. The Board of Directors believes that the Company's stock option program
is an important factor in attracting and retaining the high caliber of
employees essential to the Company's success and in aligning their interests
with those of the Company's stockholders. The amendment is intended to ensure
that the Amended Stock Plan will have available sufficient shares to meet these
needs.

     On May 22, 2000 under the Third Amended Stock Plan options to purchase
7,500 shares of the Company's Common Stock were granted to each of the
Company's Non-Employee Directors (Messrs. Feldberg, Jordan, Landau and Semel
and Ms. Robinson and Ms. Stewart), which options consist of


                                       25

<PAGE>

non-qualified options having a term of 10 years, vest 25% on each anniversary
of the grant date and will become 100% vested on the fourth anniversary of the
grant date, and have an exercise price equal to $7.0625, the closing price per
share on the NYSE of the Company's Class A Common Stock on the grant date, and
on December 29, 2000 options to purchase 25,000 shares of the Company's Class A
Common Stock were granted to a Non-Employee Director of one of the Company's
subsidiaries, which options consist of non-qualified options having a term of
10 years, vest 25% on each anniversary of the grant date and will become 100%
vested on the fourth anniversary of the grant date, and have an exercise price
equal to $4.96, the closing price per share on the NYSE of the Company's Class
A Common Stock on the grant date (collectively, the "Year 2000 Non-Employee
Director Awards"), in each case under the Third Amended Stock Plan, conditioned
upon stockholder approval of the Third Amended Stock Plan at the 2001 Annual
Meeting. In the event the Third Amended Stock Plan is not approved at the 2001
Annual Meeting, the Year 2000 Non-Employee Director Awards would be cancelled.


SUMMARY OF THE AMENDED STOCK PLAN


THE AMENDED STOCK PLAN

     The Original Stock Plan became effective on February 22, 1996, and will
continue in effect until February 21, 2006, unless terminated sooner by the
board of directors of the Company (the "Board"). The Third Amended Stock Plan
will take effect upon approval by the Company's stockholders at the 2001 Annual
Meeting.

     The following summary of the Third Amended Stock Plan is qualified in its
entirety by the specific language of the Third Amended Stock Plan, a copy of
which is annexed to this Proxy Statement. It should be noted that although an
entire description of the Third Amended Stock Plan is provided, the only
difference in terms of the Third Amended Stock Plan from the terms of the
Second Amended Stock Plan (which was approved by the Company's stockholders at
the 1999 Annual Meeting) is that: (1) the Third Amended Stock Plan expands the
classes of eligible recipients of Awards under such plan to include
Non-Employee Directors; (2) increases by 1,500,000 the maximum number of shares
of the Company's Class A Company Stock with respect to which Awards may be
granted under the Amended Stock Plan; and (3) increases by 300,000 the total
number of shares of the Company's Class A Common Stock subject to options and
SARs which may be granted to any grantee under the Amended Stock Plan in any
year.

     The purpose of the Third Amended Stock Plan is to provide for certain
officers, directors (including, without limitation, Non-Employee Directors) and
key employees of the Company and certain of its affiliates an incentive to
maintain and enhance the long-term performance and profitability of the
Company. The Third Amended Stock Plan provides for grants of options to
purchase shares of the Company's Class A Common Stock in the form of incentive
stock options ("ISOs") and options which do not qualify as ISOs ("NQSOs").
Options granted under the Third Amended Stock Plan may be granted in tandem
with SARs. The Third Amended Stock Plan also provides for grants of SARs not in
tandem with options, restricted stock awards, unrestricted stock awards and
performance awards (all awards granted under the Third Amended Stock Plan,
collectively, "Awards").


AMENDED STOCK PLAN ADMINISTRATION

     The Third Amended Stock Plan is administered by the Compensation
Committee, which is a committee of the Board consisting of two or more
directors of the Company. Subject to the terms of the Third Amended Stock Plan,
the Compensation Committee has the authority to construe and interpret the
Third Amended Stock Plan and to establish and amend rules and regulations for
administering the Third Amended Stock Plan. The Compensation Committee has the
authority to determine the eligible participants under the Third Amended Stock
Plan and the type and number of Awards to be granted under the Third Amended
Stock Plan.


SECURITIES SUBJECT TO THE THIRD AMENDED STOCK PLAN

     The Original Stock Plan originally covered 5,000,000 shares of the
Company's Class A Common Stock, which may be authorized but unissued Class A
Common Stock or authorized and issued Class A


                                       26

<PAGE>

Common Stock held in treasury or acquired by the Company for purposes of the
Original Stock Plan. At the 1999 Annual Meeting of Stockholders the Original
Stock Plan was amended to cover a total of 7,000,000 shares (which includes the
5,000,000 shares originally authorized under the Original Stock Plan). As
amended by the Board of Directors, subject to stockholder approval, the Third
Amended Stock Plan covers a total of 8,500,000 shares (which include the
7,000,000 shares previously authorized) of the Company's Class A Common Stock,
which may be authorized but unissued Class A Common Stock or authorized and
issued Class A Common Stock held in treasury or acquired by the Company for
purposes of the Third Amended Stock Plan.

     As amended by the Board of Directors, subject to stockholder approval, the
Third Amended Stock Plan increased the total number of shares of the Company's
Class A Common Stock subject to options and SARs which may be granted to any
participant of the Amended Stock Plan in any year from 300,000 shares to
600,000 shares. The total number of shares of the Company's Class A Common
Stock subject to restricted or unrestricted stock Awards under the Amended
Stock Plan may not exceed 1,000,000.

     The Amended Stock Plan provides that in the event of certain corporate
transactions, the Compensation Committee may make equitable adjustments as it
deems necessary or appropriate to any or all of (i) the number and kind of
shares of the Company's Class A Common Stock which may thereafter be issued in
connection with Awards, (ii) the number and kind of shares of the Company's
Class A Common Stock issued or issuable in respect of outstanding Awards, (iii)
the exercise price, grant price, or purchase price relating to any Awards; and
(iv) the annual or other limitations on the number of shares with respect to
which Awards may be granted.


ELIGIBILITY

     Awards under the Third Amended Stock Plan may be made to such officers,
directors (including, without limitation, Non-Employee Directors) and
executive, managerial or professional employees of the Company or its
affiliates as the Compensation Committee shall in its sole discretion select.


AWARDS

     Subject to the terms of the Third Amended Stock Plan, the Compensation
Committee may grant to participants Awards as described below. The terms of
Award grants will be set forth in written agreements ("Award Agreements")
between the Company and the participant, which Award Agreements will contain
the provisions referred to below and such other provisions as the Compensation
Committee may determine. Generally, no option or SAR may be exercised and no
shares of the Company's Class A Common Stock underlying any other Award under
the Amended Stock Plan may vest or become deliverable more than 10 years after
the date of grant.

     Generally, Awards may be transferred by a grantee only by will or by the
laws of descent and distribution, and may be exercised only by the grantee
during his or her lifetime, provided that the Compensation Committee may
provide in the applicable Award Agreement that options not intended to be
incentive stock options may be transferred without consideration to any member
or members of the grantee's "immediate family" (as defined in the Amended Stock
Plan), a trust for the benefit of the grantee and/or members of his or her
immediate family, or a partnership or limited liability company whose only
partners or stockholders are the grantee and/or members of his or her immediate
family.


OPTIONS

     All options when granted are intended to be NQSOs, unless the applicable
Award Agreement explicitly states that an option is intended to be an ISO. If
an option is granted with the stated intent that it be an ISO, and if for any
reason such option (or any portion thereof) shall not qualify as an ISO, then,
to the extent of such nonqualification, such option (or portion) shall be
regarded as a NQSO appropriately granted under the Amended Stock Plan, provided
that such option (or portion) otherwise satisfies the terms and conditions of
the Amended Stock Plan relating to NQSOs generally.

     Options may be exercised in amounts and at times determined by the
Compensation Committee. Unless the Award Agreement provides otherwise, an
option may not be exercised prior to the first


                                       27

<PAGE>

anniversary of the date of grant and shall become exercisable with respect to
25% of the shares subject thereto on each of the first, second, third and
fourth anniversaries of the date of grant. Options that are not exercised
during the term established by the Compensation Committee will expire without
value.

     The purchase price of the Company's Class A Common Stock purchased
pursuant to the exercise of an option ("Option Price") will be no less than 100
percent (100%), and, in case of an ISO granted to an owner of stock possessing
10% or more of the total combined voting power of all classes of stock of the
Company, 110 percent (110%), of the fair market value (as defined in the
Amended Stock Plan) of the Company's Class A Common Stock on the day the option
is granted and may be adjusted in accordance with the antidilution provisions
contained in the Amended Stock Plan. Upon the exercise of any option, the
Option Price must be fully paid by certified or cashier's check, in shares of
the Company's Class A Common Stock equal in fair market value to the Option
Price, or, subject to the approval of the Compensation Committee, by personal
check.

     The aggregate fair market value (determined as of the date of grant) of
the shares granted to any participant under the Amended Stock Plan or any other
option plan of the Company or its subsidiaries that may become exercisable for
the first time in any calendar year is limited, with respect to ISOs, to
$100,000.


STOCK APPRECIATION RIGHTS

     The Compensation Committee may grant SARs either alone ("unrelated SARs")
or in conjunction with all or part of an option. Upon the exercise of a SAR a
holder generally is entitled, without payment to the Company, to receive cash,
shares of the Company's Class A Common Stock or any combination thereof, as
determined by the Compensation Committee, in an amount equal to (x) the excess
of the fair market value of one share of the Company's Class A Common Stock on
the exercise date over (i) in the case of a SAR granted in tandem with an
option, the Option Price and (ii) in the case of an unrelated SAR, the
appreciation base (determined pursuant to the Amended Stock Plan), multiplied
by (y) the number of shares of the Company's Class A Common Stock subject to
the SAR or the portion thereof surrendered. SARs vest and become exercisable in
the same manner as options.


RESTRICTED STOCK AWARDS AND UNRESTRICTED STOCK AWARDS

     The Compensation Committee may grant restricted or unrestricted stock
Awards alone or in tandem with other Awards under the Amended Stock Plan.
Vesting of restricted stock Awards may be conditioned upon the completion of a
specified period of service, the attainment of specific performance goals or
such other factors as the Compensation Committee may determine. The
Compensation Committee may, in its discretion, require a grantee to pay an
amount to acquire any restricted or unrestricted stock, which amount may be
refunded to such grantee upon such events as the Compensation Committee may
determine. During the restricted period, the grantee may not transfer, assign
or otherwise encumber or dispose of the restricted stock, except as permitted
by the Compensation Committee. During the restricted period, the grantee will
have the right to vote the restricted stock and to receive any cash dividends
if and to the extent so provided by the Compensation Committee.

     The Compensation Committee may grant stock Awards intended to constitute
performance-based compensation within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). The following rules
will apply to such performance based stock Awards (as such rules may be
modified by the Compensation Committee to comply with Section 162(m) and any
amendments, revisions or successor provisions): (i) payments under the stock
Award shall be made solely on account of the attainment of one or more
objective performance goals established in writing by the Compensation
Committee not later than 90 days after the commencement of the period of
service to which the performance Award relates (or, if less, 25% of such period
of service); (ii) the performance goals to which the stock Award relates shall
be based on one or more of the following business criteria applied to the
participant, a business unit of the Company and/or an affiliate of the Company:
stock price, market share, sales, earnings per share, return on equity, assets,
capital or investment, net income, operating income, EBITDA, net sales growth,
expense targets, working capital targets relating to inventory and/or accounts


                                       28

<PAGE>

receivable, operating margin, planning accuracy (as measured by comparing
planned results to actual results), and implementation or completion of
critical projects or processes; (iii) in any year, a participant may not be
granted stock Awards covering a total of more than 100,000 shares of the
Company's Class A Common Stock; and (iv) once granted, the Compensation
Committee may not increase the amount payable under such stock Award; provided,
however, that whether or not a stock Award is intended to constitute qualified
performance-based compensation within the meaning of Section 162(m) of the
Code, the Compensation Committee may make appropriate adjustments in
performance goals under an Award to reflect the impact of extraordinary items
(as defined in the Amended Stock Plan) not reflected in such goals.


PERFORMANCE AWARDS

     The Compensation Committee may grant performance Awards relating to a
specified number of shares to be delivered based upon attainment over a
specified performance cycle of specified measures of the performance of the
Company, one or more of its subsidiaries or affiliates or the participant as
may be established by the Compensation Committee. The Compensation Committee
may provide for full or partial credit, prior to completion of such performance
cycle or achievement of the degree of attainment of the measures of performance
specified in connection with such performance unit, in the event of the
participant's death, normal retirement, early retirement, or total or permanent
disability, or in other circumstances.

     The Compensation Committee may grant performance Awards intended to
constitute performance-based compensation within the meaning of Section 162(m)
of the Code. The following rules will apply to such performance Awards (as such
rules may be modified by the Compensation Committee to comply with Section
162(m) and any amendments, revisions or successor provisions): (i) payments
under the performance Award shall be made solely on account of the attainment
of one or more objective performance goals established in writing by the
Compensation Committee not later than 90 days after the commencement of the
period of service to which the performance Award relates (or, if less, 25% of
such period of service); (ii) the performance goals to which the performance
Award relates shall be based on one or more of the following business criteria
applied to the participant, a business unit of the Company and/or an affiliate
of the Company: stock price, market share, sales, earnings per share, return on
equity, assets, capital or investment, net income, operating income, EBITDA,
net sales growth, expense targets, working capital targets relating to
inventory and/or accounts receivable, operating margin, planning accuracy (as
measured by comparing planned results to actual results), and implementation or
completion of critical projects or processes; (iii) in any year, a participant
may not be granted performance Awards covering a total of more than 100,000
shares of the Company's Class A Common Stock; and (iv) once granted, the
Compensation Committee may not increase the amount payable under such
performance Award; provided, however, that whether or not a performance Award
is intended to constitute qualified performance-based compensation within the
meaning of Section 162(m) of the Code, the Compensation Committee may make
appropriate adjustments in performance goals under an Award to reflect the
impact of extraordinary items (as defined in the Amended Stock Plan) not
reflected in such goals.


EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICES

     Except as otherwise provided in the applicable Award Agreement, the
following will apply upon the grantee's termination of employment (or services
in the case of Non-Employee Directors) with the Company and its affiliates.
Except as described below, if the employment (or services in the case of
Non-Employee Directors) of the grantee terminates, exercisable options and SARs
will remain exercisable, and any payment or notice provided for under the terms
of the vested portion of any other outstanding Award may be given, for a period
of one year from the date of any such termination, and any unexercisable Awards
or parts thereof will be cancelled on the date of such termination.

     If the grantee's employment is (or services, in the case of Non-Employee
Directors, are) terminated for "good reason" (as defined in the Company's
Executive Severance Policy) or for "cause" under an applicable employment
agreement or, in the case of Non-Employee Directors, removal for cause as set
forth in the Company's By-laws from time to time, or by the grantee other than
for "good reason" or


                                       29

<PAGE>

"cause" under an applicable employment agreement, all outstanding Awards
previously granted to such grantee (whether or not then vested or exercisable)
shall be cancelled as of the date of termination.

     If the grantee voluntarily retires with the consent of the employer or
retires as a Non-Employee Director with the consent of the Company or the
grantee's employment is or services as a Non-Employee Director are terminated
due to permanent disability, then (i) the grantee's outstanding Awards will
continue to vest and become exercisable, and the grantee will be entitled to
continue satisfying any Award conditions and (ii) the grantee will be entitled
to exercise each such option or SAR and make payment or give notice as provided
under any other Award in each case for a period of one year (or such other
period that the Compensation Committee in its discretion may choose) from and
including (x) the date on which all portions of the Award first become fully
exercisable or vested or capable of being satisfied or (y) the date of
termination of employment (or services in the case of Non-Employee Directors)
or retirement, whichever of (x) or (y) occurs last, and thereafter such Awards
shall be cancelled.

     Upon the grantee's death during employment (or services in the case of
Non-Employee Directors) or during the period of continued vesting or
exercisability described above, (i) the grantee's outstanding options and SARs
will become fully exercisable, and any payment or notice provided for under the
terms of any other outstanding Award may be immediately paid or given, and (ii)
the options and SARs will remain exercisable, and payment may be made or notice
given, for one year from the date of death (which period may extend more than
10 years after the grant of the Award), whereupon all Awards will be cancelled.
 


EFFECTS OF CERTAIN CHANGES

     The Amended Stock Plan provides that in the event that the Company is to
be merged or consolidated with another corporation or reorganized or
liquidated, then the Compensation Committee may, in its discretion, provide
that Awards granted to a grantee will terminate unless exercised within the
period determined by the Compensation Committee (not less than 30 days), in
which case the Compensation Committee must accelerate the exercisability and
vesting of such Awards.


AMENDMENT; TERMINATION

     The Company's Board of Directors may amend, suspend or discontinue the
Amended Stock Plan at any time except that, unless approved by a majority vote
of the Company's stockholders, no such amendment may (i) materially increase
the maximum number of shares as to which Awards may be granted under the
Amended Stock Plan, except for adjustments to reflect stock dividends or other
recapitalizations affecting the number or kind of outstanding shares, (ii)
materially increase the benefits accruing to Amended Stock Plan participants,
(iii) materially change the requirements as to eligibility for participation in
the Amended Stock Plan, (iv) permit an option or unrelated SAR to be
exercisable, a restricted stock Award to vest, or shares of the Company's Class
A Common Stock to be delivered pursuant to a performance Award, more than 10
years after the date of grant (except where such event occurs due to the death
of the grantee), (v) permit a stock option to have an option exercise price, or
a SAR to have an appreciation base, of less than 100% of the fair market value
of a share of the Company's Class A Common Stock on the date the stock option
or SAR is granted or (vi) extend the term of the Amended Stock Plan beyond the
initial 10-year period.


PAYMENT OF TAXES

     Whenever cash is to be paid pursuant to an Award, the Company shall have
the right to deduct therefrom an amount sufficient to satisfy any federal,
state and local withholding tax requirements related thereto. Whenever shares
of the Company's Class A Common Stock are to be delivered pursuant to an Award,
the Company shall have the right to require the grantee to remit to the Company
in cash an amount sufficient to satisfy any federal, state and local
withholding tax requirements related thereto. With the approval of the
Compensation Committee, a grantee may satisfy the foregoing requirement by
delivering unrestricted shares of the Company's Class A Common Stock owned by
the grantee for at least six months having a value equal to the amount
otherwise payable or by electing to have the Company


                                       30

<PAGE>

withhold from delivery shares of the Company's Class A Common Stock having a
value equal to the amount of tax to be withheld. Such shares shall be valued at
their fair market value on the date on which the amount of tax to be withheld
is determined. Such a withholding election may be made with respect to all or
any portion of the shares to be delivered pursuant to an Award.


CERTAIN FEDERAL INCOME TAX EFFECTS

     The following discussion is a brief summary of the principal United States
Federal income tax consequences under current Federal income tax laws relating
to Awards under the Amended Stock Plan. This summary is not intended to be
exhaustive and, among other things, does not describe state, local or foreign
income and other tax consequences.

     Non-Qualified Stock Options. An optionee will not recognize any taxable
income upon the grant of an NQSO and the Company will not be entitled to a tax
deduction with respect to the grant of an NQSO. Upon exercise of an NQSO, the
excess of the fair market value of the Company's Class A Common Stock on the
exercise date over the option exercise price will be taxable as compensation
income to the optionee and will be subject to applicable withholding taxes. The
Company will generally be entitled to a tax deduction at such time in the
amount of such compensation income. The optionee's tax basis for the Company's
Class A Common Stock received pursuant to the exercise of an NQSO will equal
the sum of the compensation income recognized and the exercise price.

     In the event of a sale of the Company's Class A Common Stock received upon
the exercise of an NQSO, any appreciation or depreciation after the exercise
date generally will be taxed as capital gain or loss and will be long-term
capital gain or loss if the holding period for such Class A Common Stock is
more than one year.

     Incentive Stock Options. An optionee will not recognize any taxable income
at the time of grant or timely exercise of an ISO and the Company will not be
entitled to a tax deduction with respect to such grant or exercise. Exercise of
an ISO may, however, give rise to taxable compensation income subject to
applicable withholding taxes, and a tax deduction to the Company, if the ISO is
not exercised on a timely basis (generally, while the optionee is employed by
the Company or within 90 days after termination of employment) or if the
optionee subsequently engages in a "disqualifying disposition," as described
below.

     A sale or exchange by an optionee of shares acquired upon the exercise of
an ISO more than one year after the transfer of the shares to such optionee and
more than two years after the date of grant of the ISO will result in any
difference between the net sale proceeds and the exercise price being treated
as long-term capital gain (or loss) to the optionee. If such sale or exchange
takes place within two years after the date of grant of the ISO or within one
year from the date of transfer of the ISO shares to the optionee, such sale or
exchange will generally constitute a "disqualifying disposition" of such shares
that will have the following results: any excess of (i) the lesser of (a) the
fair market value of the shares at the time of exercise of the ISO and (b) the
amount realized on such disqualifying disposition of the shares over (ii) the
option exercise price of such shares, will be ordinary income to the optionee,
subject to applicable withholding taxes, and the Company will be entitled to a
tax deduction in the amount of such income. Any further gain or loss after the
date of exercise generally will qualify as capital gain or loss and will not
result in any deduction by the Company.

     Restricted Stock. A grantee will not recognize any income upon the receipt
of restricted stock unless the grantee elects under Section 83(b) of the Code,
within thirty days of such receipt, to recognize ordinary income in an amount
equal to the fair market value of the restricted stock at the time of receipt,
less any amount paid for the shares. If the election is made, the holder will
not be allowed a deduction for amounts subsequently required to be returned to
the Company. If the election is not made, the holder will generally recognize
ordinary income, on the date that the restrictions to which the restricted
stock is subject are removed, in an amount equal to the fair market value of
such shares on such date, less any amount paid for the shares. At the time the
holder recognizes ordinary income, the Company generally will be entitled to a
deduction in the same amount.

     Unrestricted Stock. A grantee generally will be taxed upon the grant of an
Award of unrestricted stock. However, if at the time the shares are granted
they are subject to a substantial risk of forfeiture,


                                       31

<PAGE>

as defined in the Code (including as a result of potential liability under
Section 16(b) of the Exchange Act), the grantee will be taxed at the time the
shares are no longer subject to such risk of forfeiture, subject to the grantee
making an effective election under Section 83(b) of the Code. The amount of
income recognized by the grantee will be equal to the fair market value of the
shares on the date that the income is recognized. The Company generally will be
entitled to a deduction at the time and in the amount that the employee
recognizes ordinary income.

     SARs. The grant of a SAR will not result in income for the grantee or in a
tax deduction for the Company. Upon the settlement of such a right, the grantee
will recognize ordinary income equal to the aggregate value of the payment
received, and the Company generally will be entitled to a tax deduction in the
same amount.

     Performance Awards. Generally, the grant of performance Awards has no
Federal income tax consequences at the time of grant. Rather, at the time the
shares are no longer subject to a substantial risk of forfeiture (as defined in
the Code) the holder will recognize ordinary income in an amount equal to the
fair market value of such shares. A holder may, however, elect to be taxed at
the time of the grant in accordance with Section 83(b) of the Code. The Company
generally will be entitled to a deduction at the time and in the amount that
the holder recognizes ordinary income.

     Certain Limitations on Deductibility of Executive Compensation. Section
162(m) of the Code generally disallows a publicly held corporation a deduction
for compensation in excess of $1 million per year paid to the chief executive
officer (the "CEO") or any of the four most highly compensated executive
officers of the Company (other than the CEO) (collectively, the "Covered
Officers"). Based upon a special transition rule contained in the Treasury
regulations for private corporations that complete an initial public offering,
the Company has, to the fullest extent possible under such regulations, treated
Awards under the Amended Stock Plan made to Covered Officers as not subject to
the deduction limitations of Section 162(m) of the Code. Pursuant to Section
162(m) of the Code, the transition rule is no longer available for Awards under
the Amended Stock Plan upon grant of Awards with respect to all shares
originally authorized for Awards under the Amended Stock Plan, which in the
case of the Original Stock Plan was 5,000,000 shares, and, accordingly, the
deduction limitation of Section 162(m) of the Code applies to all grants under
the Amended Stock Plan after Awards with respect to the initial 5,000,000
shares were granted. However, an exception to the deduction limitation of
Section 162(m) applies to certain performance-based compensation provided that
the plan pursuant to which such compensation will be paid has been approved by
stockholders in a separate vote and certain other requirements are met. The
Second Amended Stock Plan which increased the number of shares authorized for
issuance under the Original Stock Plan to 7,000,000 shares was approved by the
Company's stockholders at the April 7, 1999 Annual Meeting, so that the Company
believes that annual Award grants under the Second Amended Stock Plan should
qualify for the performance-based compensation exception to Section 162(m) of
the Code. If the adoption of the Third Amended Stock Plan is approved by the
Company's stockholders at the 2001 Annual Meeting, the Company believes that
the Awards granted under the Third Amended Stock Plan should qualify for the
performance-based compensation exception to Section 162(m) of the Code.
Nevertheless, the Compensation Committee will maintain the discretion to
authorize Awards under the Third Amended Stock Plan that do not qualify for an
exception to the deduction limitation if the Compensation Committee believes it
is necessary or appropriate under the circumstances.


AMENDED STOCK PLAN BENEFITS AND ADDITIONAL INFORMATION

     The following table shows the grants of options made during 2000 under the
Amended Stock Plan to the Chief Executive Officer and the other Named Executive
Officers, all current executive officers as a group, all current directors who
are not executive officers as a group (the Non-Employee Directors), all current
employees who are not executive officers as a group, and each other person who
received five percent or more of such options. If the Third Amended Stock Plan
is not approved by the Company's stockholders at the 2001 Annual Meeting, the
Year 2000 Non-Employee Director Awards shall be cancelled. The closing price
per share on the NYSE of the Company's Class A Common Stock as of April 12,
2001 was $4.34.


                                       32

<PAGE>

                          STOCK OPTION GRANTS IN 2000





<TABLE>
<CAPTION>
NAME                                               OPTION GRANTS IN 2000
-----------------------------------------------   ----------------------
<S>                                               <C>
Ronald O. Perelman (a) ........................           300,000
Jeffrey M. Nugent .............................           100,000
Douglas H. Greeff .............................           100,000
Frank J. Gehrmann (b) .........................            50,000
Wade H. Nichols III (c) .......................            50,000
Executive Group (d) ...........................           200,000
Non-Executive Officer Employee Group ..........           810,750
Non-Employee Director Group ...................            70,000
</TABLE>


----------
(a)        Mr. Perelman was granted options in 2000 which exceeded 5% of the
           total options granted in 2000.

(b)        Mr. Gehrmann was Executive Vice President and Chief Financial
           Officer until June 30, 2000.

(c)        Mr. Nichols was Executive Vice President and Chief Administrative
           Officer until October 1, 2000.

(d)        The options granted to the Executive Group include options granted
           to Messrs. Nugent and Greeff.


     Future grants under the Third Amended Stock Plan will be made at the
discretion of the Compensation Committee and, accordingly, are not yet
determinable. In addition, benefits under the Third Amended Stock Plan will
depend on a number of factors, including the fair market value of the Company's
Class A Common Stock on future dates and the exercise decisions made by the
optionees. Consequently it is not possible to determine the benefits that might
be received by optionees receiving discretionary grants under the Third Amended
Stock Plan. However, certain executive officers' employment agreements provide
that management shall recommend to the Compensation Committee that such
officers be granted options to purchase a specified number of shares annually.
(See "Employment Agreements and Termination of Employment Arrangements.")


              VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

     The approval of the Third Amended Stock Plan will require the affirmative
vote of a majority of the total number of votes of outstanding shares of the
Company's Common Stock present in person or represented by proxy at the 2001
Annual Meeting and entitled to vote. In determining whether approval of the
Third Amended Stock Plan has received the requisite number of affirmative
votes, abstentions will be counted and will have the same effect as a vote
against the proposal.

 
    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
APPROVAL OF THE THIRD AMENDED STOCK PLAN.


                             ADDITIONAL INFORMATION

     The Company will make available a copy of its Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, and any Quarterly Reports on Form
10-Q filed thereafter, without charge, upon written request to Robert K.
Kretzman, Senior Vice President, General Counsel and Corporate Secretary,
Revlon, Inc., 625 Madison Avenue, New York, New York 10022. Each such request
must set forth a good faith representation that, as of the Record Date, April
12, 2001, the person making the request was a beneficial owner of shares of the
Company's Common Stock entitled to vote.

     In order to ensure timely delivery of such documents prior to the Annual
Meeting, any request should be received by the Company promptly.

     Stockholders who are not stockholders of record who wish to attend the
Annual Meeting should bring written evidence of beneficial ownership of the
Company's Common Stock, together with a form of picture identification, to the
Annual Meeting.

     Additionally, any person wishing to receive an electronic copy of Revlon's
Annual Report on Form 10-K for the fiscal year ended December 31, 2001, without
charge, may send an email making such a request and including a return email
address to robert.kretzman@revlon.com.


                                       33

<PAGE>

                             STOCKHOLDER PROPOSALS


     Under the rules and regulations of the SEC as currently in effect, any
holder of at least one percent or $2,000 in market value of shares of Common
Stock held for at least one year who desires to have a proposal presented in
the Company's proxy material for use in connection with the Annual Meeting of
Stockholders to be held in 2001 must transmit that proposal (along with his or
her name, address, the number of shares of Common Stock that he or she holds of
record or beneficially, the dates on which the securities were acquired and
documentary support for a claim of beneficial ownership) in writing by
certified mail--return receipt requested to the Secretary of the Company at
Revlon, Inc., 625 Madison Avenue, New York, New York 10022. Proposals of
stockholders intended to be presented in the Company's proxy material for use
in connection with the Annual Meeting of Stockholders to be held in 2002 must
be received by the Secretary of the Company not later than December 31, 2001.


     On May 21, 1998, the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Exchange Act. The amendment
to Rule 14a-4(c)(1) governs the Company's use of its discretionary proxy voting
authority with respect to a stockholder proposal that is not addressed in the
Company's proxy statement. The new amendment provides that if a proponent of a
proposal fails to notify the Company at least 45 days prior to the first
anniversary date of the date of mailing of the prior year's proxy statement,
then the Company will be allowed to use its discretionary voting authority when
the proposal is raised at the meeting, without any discussion of the matter in
the proxy statement.


     With respect to the Company's Annual Meeting of Stockholders to be held in
2002, if the Company is not provided notice of a stockholder proposal, which
proposal has not been submitted for inclusion in the Company's proxy statement
in a timely manner, by March 16, 2002, the Company will be permitted to use its
voting authority as outlined above.


     Additionally, holders of shares of Common Stock desiring to have proposals
submitted for consideration at future meetings of the stockholders should
consult the applicable rules and regulations of the SEC with respect to such
proposals, including the permissible number and length of proposals and other
matters governed by such rules and regulations.


                                OTHER BUSINESS


     Management does not intend to present any other items of business and is
not aware of any matters other than those set forth in this proxy statement
that will be presented for action at the Annual Meeting. However, if any other
matters properly come before the Annual Meeting, the persons named in the
enclosed proxy intend to vote the shares of Common Stock they represent in
accordance with their best judgment.


New York, New York
April 30, 2001


                                        By Order of the Board of Directors




                                        Robert K. Kretzman
                                        Senior Vice President, General Counsel
                                        and Secretary


                                       34

<PAGE>

                                                                      EXHIBIT 1


                                 REVLON, INC.

                        CHARTER OF THE AUDIT COMMITTEE

                           DATED AS OF APRIL 13, 2000


Organization

     This charter governs the operations of the Audit Committee. The Committee
shall obtain the approval of the Board of Directors for this charter and shall
review and reassess the charter at least annually. The Committee shall be
appointed by the Board of Directors and shall consist of at least three
directors, each of whom is independent of management and the Company. Members
of the Committee shall be considered independent if they have no relationship
with management or the Company that may interfere (or give the appearance of
interfering) with the exercise of the responsibilities of the Audit Committee.
All Committee members shall be financially literate, or shall become
financially literate within a reasonable period of time after appointment to
the Committee, and at least one member shall have accounting or related
financial management expertise.


Statement of Policy

     The Audit Committee shall provide assistance to the Board of Directors in
fulfilling its oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the Board. In
so doing, it is the responsibility of the Committee to maintain free and open
communication among the Committee, the independent auditors and management of
the Company. In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention, with full access to all books,
records, facilities and personnel of the Company and upon approval of the Board
to retain outside counsel or other experts to assist the Committee in carrying
out its responsibilities. Although so empowered, however, the Committee shall
not have a duty to conduct investigations, resolve disagreements between
management and the independent auditors or assure compliance with law or
conformity with the Company's legal compliance and ethics programs.


Responsibilities and Processes

     The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process on behalf of the Board of Directors and
report the results of its activities to the Board. Management is responsible
for preparing the Company's financial statements, and the independent auditors
are responsible for auditing those financial statements. The Committee in
carrying out its responsibilities believes its policies and procedures should
remain flexible, in order to best react to changing conditions and
circumstances. The Committee should take the appropriate actions to set the
overall corporate tone for quality financial reporting, sound business risk
practices, and ethical behavior.

     The following shall be the principal recurring processes of the Audit
Committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the Committee may supplement them
as appropriate.

     1. The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately accountable
to the Board of Directors and the Audit Committee. The Committee shall have the
authority and responsibility to select, evaluate and, where appropriate,
recommend to the Board appointment or replacement of the independent auditors.
The Committee shall discuss with the auditors their independence from
management and the Company and the matters included in the written disclosures
required by the Independence Standards Board. Annually, the Committee shall
review and recommend to the Board the selection of the Company's independent
auditors, subject to shareholder approval.


                                       35

<PAGE>

     2. The Committee shall discuss with the independent auditors the overall
scope and plans for their audit including the adequacy of staffing and
compensation. Also, the Committee shall discuss with management and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk and legal and ethical compliance programs. Further, the Committee
shall meet separately with the independent auditors, with and without
management present, to discuss the results of their examinations.


     3. The Committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the Company's
quarterly report on Form 10-Q. Also, the Committee shall discuss the results of
the quarterly review and any other matters required to be communicated to the
Committee by the independent auditors under generally accepted auditing
standards. The chair of the Committee may represent the entire committee for
the purposes of this review.


     4. The Committee shall review with management and the independent auditors
the financial statements to be included in the Company's annual report on Form
10-K (or the annual report to shareholders if distributed prior to the filing
of Form 10-K), including its judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements.
Also, the Committee shall discuss the results of the annual audit and any other
matters required to be communicated to the Committee by the independent
auditors under generally accepted auditing standards.


     5. The Committee shall review the internal audit department
responsibilities, budget and staffing as well as internal audit department
activities.


                                       36

<PAGE>

                                                                       EXHIBIT 2


                                 REVLON, INC.
                  THIRD AMENDED AND RESTATED 1996 STOCK PLAN
                   (AMENDED AND RESTATED AS OF MAY 10, 2000)

                                   ARTICLE I

                                    GENERAL

     1.1 Purpose. The purpose of this Third Amended and Restated 1996 Stock
Plan (the "Plan") is to provide for certain officers, directors and key
employees of Revlon, Inc. ("Revlon" and, together with its subsidiaries, the
"Company") and certain of its Affiliates an incentive to maintain and enhance
the long-term performance and profitability of the Company. It is the further
purpose of the Plan to permit the granting of awards that will constitute
performance based compensation for certain executive officers, as described in
section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and regulations promulgated thereunder.

     1.2 Administration.

     (a) The Plan shall be administered by a committee (the "Committee")
   appointed by the Board of Directors of Revlon (the "Board"), which
   committee shall consist of two or more directors. It is intended that the
   directors appointed to serve on the Committee shall be "outside directors"
   (within the meaning of Code section 162(m) and the Treasury Regulations
   thereunder as may be in effect from time to time, and any amendments,
   revisions or successor provisions thereto) to the extent Code section
   162(m) is applicable; however, the mere fact that a Committee member shall
   fail to qualify under the foregoing requirements shall not invalidate any
   award made by the Committee which award is otherwise validly made under the
   Plan. The members of the Committee shall be appointed by, and may be
   changed at any time and from time to time in the discretion of, the Board.

     (b) The Committee shall have the authority (i) to exercise all of the
   powers granted to it under the Plan, (ii) to construe, interpret and
   implement the Plan and Plan agreements executed pursuant to Section 2.6,
   (iii) to prescribe, amend and rescind rules and regulations relating to the
   Plan, (iv) to make all determinations necessary or advisable in
   administering the Plan, and (v) to correct any defect, supply any omission
   and reconcile any inconsistency in the Plan.

     (c) The determination of the Committee on all matters relating to the
   Plan or any Plan agreement (as defined in Section 2.6) shall be conclusive.
    

     (d) No member of the Committee shall be liable for any Plan Action (as
   defined in Section 3.2), including without limitation any action or
   determination made in good faith with respect to the Plan or any Award
   hereunder.

     1.3 Persons Eligible for Awards. Awards under the Plan may be made to such
officers, directors and executive, managerial or professional employees ("key
personnel") of the Company or its Affiliates as the Committee shall in its sole
discretion select.

     1.4 Types of Awards Under Plan.

     (a)  Awards may be made under the Plan in the form of (i) stock options
   ("options"), (ii) stock appreciation rights ("stock appreciation rights")
   related to an option ("related stock appreciation rights"), (iii) stock
   appreciation rights not related to any option ("unrelated stock
   appreciation rights"), (iv) restricted stock awards, (v) unrestricted stock
   awards and (vi) performance awards, all as more fully set forth in Article
   II (collectively, "Awards").

     (b) Options granted under the Plan may be either (i) "nonqualified" stock
   options subject to the provisions of Code section 83 or (ii) options
   intended to qualify for incentive stock option treatment described in Code
   section 422.

     (c)  All options when granted are intended to be nonqualified options,
   unless the applicable Plan agreement explicitly states that an option is
   intended to be an incentive stock option. If an


                                       37

<PAGE>

   option is granted with the stated intent that it be an incentive stock
   option, and if for any reason such option (or any portion thereof) shall
   not qualify as an incentive stock option, then, to the extent of such
   nonqualification, such option (or portion) shall be regarded as a
   nonqualified option appropriately granted under the Plan provided that such
   option (or portion) otherwise satisfies the terms and conditions of the
   Plan relating to nonqualified options generally.

     1.5 Shares Available for Awards.

     (a) Subject to Section 3.5 (relating to adjustments upon changes in
   capitalization), as of any date the total number of shares of Common Stock
   with respect to which Awards may be granted shall be equal to the excess
   (if any) of (i) 8,500,000 shares over (ii) the sum (without duplication) of
   (A) the number of shares subject to outstanding options, outstanding
   unrelated stock appreciation rights, outstanding restricted stock awards
   not vested pursuant to the lapse of restrictions and outstanding
   performance awards as to which the performance cycle has not expired,
   granted under the Plan, (B) the number of shares previously issued pursuant
   to the exercise of options granted under the Plan, (C) the number of shares
   subject to an option, restricted stock award or performance award or part
   thereof which is canceled by the Committee and for which cash is paid in
   respect thereof pursuant to Section 2.8(f), (D) the number of shares in
   respect of which stock appreciation rights granted under the Plan shall
   have previously been exercised, (E) the number of shares previously vested
   pursuant to the lapse of restrictions under restricted stock awards granted
   under the Plan, (F) the number of shares previously issued pursuant to
   unrestricted stock awards, and (G) the number of shares previously issued
   or issuable pursuant to performance units as to which the performance cycle
   has expired. In accordance with (and without limitation upon) the preceding
   sentence, if and to the extent an Award under the Plan expires, terminates
   or is canceled for any reason whatsoever without the grantee having
   received any benefit therefrom, the shares covered by such Award shall
   again become available for future Awards under the Plan. For purposes of
   the foregoing sentence, a grantee shall not be deemed to have received any
   "benefit" (i) in the case of forfeited restricted stock awards by reason of
   having enjoyed voting rights and dividend rights prior to the date of
   forfeiture or (ii) in the case of an Award canceled pursuant to subsection
   (c) of this Section 1.5 by reason of a new Award being granted in
   substitution therefor.

     (b) Shares of Common Stock that shall be subject to issuance pursuant to
   Awards made under the Plan shall be authorized and unissued or treasury
   shares of Common Stock.

     (c)  Without limiting the generality of the preceding provisions of this
   Section 1.5, the Committee may, but solely with the grantee's consent,
   agree to cancel any Award under the Plan and issue a new Award in
   substitution therefor upon such terms as the Committee may in its sole
   discretion determine, provided that the substituted Award satisfies all
   applicable Plan requirements as of the date such new Award is made.

     (d) In any calendar year, a person eligible for Awards under the Plan may
   not be granted options or stock appreciation rights covering in the
   aggregate a total of more than 600,000 shares of Common Stock.

     1.6 Definitions of Certain Terms.

     (a) The term "Affiliate" as used herein means any person or entity which,
   at the time of reference, directly, or indirectly through one or more
   intermediaries, controls, is controlled by, or is under common control
   with, the Company.

     (b) The term "Common Stock" as used herein means the shares of Class A
   Common Stock of the Company as constituted on the effective date of the
   Plan, and any other shares into which such Common Stock shall thereafter be
   changed by reason of a recapitalization, merger, consolidation, split-up,
   combination, exchange of shares or the like.

     (c) Except as otherwise determined by the Committee, the term "fair
   market value" as used herein as of any date and in respect of any share of
   Common Stock shall mean, as determined by the


                                       38

<PAGE>

   Committee, either (i) the closing price of a share of Common Stock as
   reported on the New York Stock Exchange as of such date or (ii) the mean
   between the high and low sales prices of a share of Common Stock as
   reported on the New York Stock Exchange as of such date.

     (d) In no event shall the fair market value of any share of Common Stock,
   the option exercise price of any option, the appreciation base per share of
   Common Stock under any stock appreciation right, or the amount payable per
   share of Common Stock under any other Award, be less than the par value per
   share of Common Stock.

                                   ARTICLE II

                                STOCK OPTIONS;
                          STOCK APPRECIATION RIGHTS;
                       STOCK AWARDS; PERFORMANCE AWARDS

     2.1 Grant of Stock Options. The Committee may grant options under the Plan
to purchase shares of Common Stock to such key personnel, in such amounts and
subject to such terms and conditions as the Committee shall from time to time
determine in its sole discretion, subject to the terms and provisions of the
Plan.

     2.2 Grant of Stock Appreciation Rights.

     (a) The Committee may grant a related stock appreciation right in
   connection with all or any part of an option granted under the Plan, either
   at the time such option is granted or at any time thereafter prior to the
   exercise, termination or cancellation of such option, and subject to such
   terms and conditions as the Committee shall from time to time determine in
   its sole discretion, consistent with the terms and provisions of the Plan.
   The grantee of a related stock appreciation right shall, subject to the
   terms and conditions of the Plan and the applicable Plan agreement, thereby
   have the right by exercise thereof to surrender to the Company for
   cancellation all or a portion of such related stock appreciation right, but
   only to the extent that the related option is then exercisable, and to be
   paid therefor an amount equal to the excess (if any) of (i) the aggregate
   fair market value of the shares of Common Stock subject to the related
   stock appreciation right or portion thereof surrendered (determined as of
   the exercise date), over (ii) the aggregate appreciation base (determined
   pursuant to Section 2.6(d)) of the shares of Common Stock subject to the
   stock appreciation right or portion thereof surrendered.

     (b) The Committee may grant an unrelated stock appreciation right to such
   key personnel, and in such amount and subject to such terms and conditions,
   as the Committee shall from time to time determine in its sole discretion,
   subject to the terms and provisions of the Plan. The grantee of an
   unrelated stock appreciation right shall, subject to the terms and
   conditions of the Plan and the applicable Plan agreement, have the right to
   surrender to the Company for cancellation all or a portion of such stock
   appreciation right, but only to the extent that such stock appreciation
   right is then exercisable, and to be paid therefor an amount equal to the
   excess (if any) of (i) the aggregate fair market value of the shares of
   Common Stock subject to the stock appreciation right or portion thereof
   surrendered (determined as of the exercise date), over (ii) the aggregate
   appreciation base (determined pursuant to Section 2.6(d)) of the shares of
   Common Stock subject to the stock appreciation right or portion thereof
   surrendered.

     (c) Payment due to the grantee upon exercise of a stock appreciation
   right shall be made (i) by check, (ii) in Common Stock (valued at the fair
   market value thereof as of the date of exercise), or (iii) partly in the
   manner provided in clause (i) and partly in the manner provided in clause
   (ii), all as determined by the Committee in its sole discretion. If the
   Committee shall determine to make all of such payments in Common Stock, no
   fractional shares shall be issued and no payments shall be made in lieu of
   fractional shares.

     (d) The grant or exercisability of any stock appreciation right may be
   subject to such conditions as the Committee, in its sole discretion, shall
   determine, including a change of ownership or control of the Company or an
   Affiliate. A stock appreciation right may be deemed to be automatically
   exercised upon the occurrence of such events or conditions as may be
   determined by the Committee in an applicable Plan agreement.


                                       39

<PAGE>

     2.3 Special ISO Requirements. In order for a grantee to receive special
tax treatment with respect to stock acquired under an option granted as an
incentive stock option, the grantee of such option must be, at all times during
the period beginning on the date of grant and ending on the day three months
before the date of exercise of such option, an employee of the Company or any
of the Company's parent corporations (within the meaning of Code section 424),
or of a corporation or a parent or subsidiary corporation of such corporation
issuing or assuming a stock option in a transaction in which Code section
424(a) applies. If an option granted under the Plan is intended to be an
incentive stock option, then the option exercise price per share shall in no
event be less than 100% of the fair market value of the Common Stock on the
date of such grant. If an option granted under the Plan is intended to be an
incentive stock option, and if the grantee, at the time of grant, owns stock
possessing 10 percent or more of the total combined voting power of all classes
of stock of the grantee's employer corporation or of its parent or subsidiary
corporation, then (i) the option exercise price per share shall in no event be
less than 110% of the fair market value of the Common Stock on the date of such
grant and (ii) such option shall not be exercisable after the expiration of
five years after the date such option is granted.

     2.4 Restricted and Unrestricted Stock Awards.

     (a) The Committee may grant restricted stock awards, alone or in tandem
   with other Awards under the Plan, to such key personnel, and subject to
   such restrictions, terms and conditions, as the Committee shall determine
   in its sole discretion and as shall be evidenced by the applicable Plan
   agreements. The vesting of a restricted stock award granted under the Plan
   may be conditioned upon the completion of a specified period of employment,
   or in the case of directors who are not employees of the Company or its
   Affiliates, their services as such, with the Company or any Affiliate, upon
   the attainment of specified performance goals, and/or upon such other
   criteria as the Committee may determine in its sole discretion.

     (b) The Committee may grant unrestricted stock awards, alone or in tandem
   with other Awards under the Plan, to such key personnel and subject to such
   terms and conditions as the Committee shall determine in its sole
   discretion and as shall be evidenced by the applicable Plan agreements.

     (c) Each Plan agreement with respect to a restricted stock award shall
   set forth the amount (if any) to be paid by the grantee with respect to
   such Award and when or in what circumstances such payment is required to be
   made. If a grantee made any payment for a restricted stock award or portion
   thereof which does not vest, appropriate payment shall be made to the
   grantee upon or following such forfeiture if and on such terms and
   conditions as the Committee may determine.

     (d) The Committee may provide that a certificate or certificates
   representing the shares underlying a restricted stock award shall be
   registered in the grantee's name and bear an appropriate legend specifying
   that such shares are not transferable and are subject to the provisions of
   the Plan and the restrictions, terms and conditions set forth in the
   applicable Plan agreement, or that such certificate or certificates shall
   be held in escrow by the Company on behalf of the grantee until such shares
   become vested or are forfeited, all on such terms and conditions as the
   Committee may determine. Except as the applicable Plan agreement may
   otherwise provide, no shares underlying a restricted stock award may be
   assigned, transferred, or otherwise encumbered or disposed of by the
   grantee until such shares have vested in accordance with the terms of such
   Award. Subject to the provisions of Section 3.2, as soon as practicable
   after any restricted stock award shall vest, the Company shall issue or
   reissue to the grantee (or to the grantee's designated beneficiary in the
   event of the grantee's death) a certificate or certificates for the Common
   Stock underlying such restricted stock award without such restrictive
   legend.

     (e) If and to the extent that the applicable Plan agreement may so
   provide, a grantee shall have the right to vote and receive dividends on
   the shares underlying a restricted stock award granted under the Plan.
   Unless otherwise provided in the applicable Plan agreement, any stock
   received as a dividend on, or in connection with a stock split of, the
   shares underlying a restricted stock award shall be subject to the same
   restrictions as the shares underlying such restricted stock award.


                                       40

<PAGE>

     (f) Subject to Section 3.5 (relating to adjustments upon changes in
   capitalization), as of any date the total number of shares of Common Stock
   with respect to which restricted and unrestricted stock awards may be
   granted pursuant to this Section 2.4 shall not exceed (i) 1,000,000 shares
   less (ii) the sum (without duplication) of (A) the number of shares subject
   to outstanding restricted stock awards or parts thereof not vested pursuant
   to the lapse of restrictions, (B) the number of shares subject to
   restricted stock awards or parts thereof which are canceled by the
   Committee and for which cash is paid in respect thereof pursuant to Section
   2.8(f), (C) the number of shares subject to restricted stock awards which
   have vested pursuant to the lapse of restrictions and (D) the number of
   shares subject to unrestricted stock awards, plus (iii) the number of
   shares subject to restricted stock awards or parts thereof not vested
   pursuant to the lapse of restrictions which are canceled without payment of
   cash or other consideration in connection with termination of the grantee's
   employment, services or otherwise.

     (g) In the event that the Committee grants a stock award that is intended
   to constitute qualified performance-based compensation within the meaning
   of Code section 162(m), the following rules shall apply (as such rules may
   be modified by the Committee to conform with Code section 162(m) and the
   Treasury Regulations thereunder as may be in effect from time to time, and
   any amendments, revisions or successor provisions thereto): (i) payments
   under the stock award shall be made solely on account of the attainment of
   one or more objective performance goals established in writing by the
   Committee not later than 90 days after the commencement of the period of
   service to which the stock award relates (or if less, 25% of such period of
   service); (ii) the performance goal(s) to which the stock award relates
   shall be based on one or more of the following business criteria applied to
   the grantee, a business unit or the Company and/or an Affiliate: stock
   price, market share, sales, earnings per share, return on equity, assets,
   capital or investment, net income, operating income, operating income
   before restructuring charges, plus depreciation and amortization other than
   relating to early extinguishment of debt and debt issuance costs, net sales
   growth, expense targets, working capital targets relating to inventory
   and/or accounts receivable, operating margin, planning accuracy (as
   measured by comparing planned results to actual results), and
   implementation or completion of critical projects or processes; (iii) in
   any year, a grantee may not be granted stock awards covering a total of
   more than 100,000 shares of Common Stock pursuant to this Section 2.4; and
   (iv) once granted, the Committee may not have discretion to increase the
   amount payable under such stock award, provided, however, that whether or
   not a stock award is intended to constitute qualified performance-based
   compensation within the meaning of Code section 162(m), the Committee shall
   make appropriate adjustments in performance goals under an Award to reflect
   the impact of extraordinary items not reflected in such goals. For purposes
   of the Plan, extraordinary items shall be defined as (1) any profit or loss
   attributable to acquisitions or dispositions of stock or assets, (2) any
   changes in accounting standards that may be required or permitted by the
   Financial Accounting Standards Board or adopted by the Company after the
   goal is established, (3) all items of gain, loss or expense for the year
   related to restructuring charges for the Company, (4) all items of gain,
   loss or expense for the year determined to be extraordinary or unusual in
   nature or infrequent in occurrence or related to the disposal of a segment
   of a business all determined in accordance with standards established by
   Opinion No. 30 of the Accounting Principles Board (APB Opinion No. 30), (5)
   all items of gain, loss or expense for the year related to discontinued
   operations that do not qualify as a segment of a business as defined in APB
   Opinion No. 30, and (6) such other items as may be prescribed by Code
   section 162(m) and the Treasury Regulations thereunder as may be in effect
   from time to time, and any amendments, revisions or successor provisions
   and any changes thereto. The Committee shall, prior to making any award
   under this Section 2.4(g), certify in writing that all applicable
   performance goals have been attained.

     2.5 Performance Awards.

     (a) The Committee may grant performance awards, alone or in tandem with
   other Awards under the Plan, to acquire shares of Common Stock to such key
   personnel and in such amounts and subject to such terms and conditions as
   the Committee shall from time to time in its sole discretion determine,
   subject to the terms of the Plan.


                                       41

<PAGE>

     (b) Each performance award under the Plan shall relate to a specified
   maximum number of shares, and shall be exchangeable for all or a portion of
   such shares, or for cash (or such other form of consideration as may be
   determined by the Committee equivalent in value thereto) in up to an amount
   equal to the fair market value of an equal number of unrestricted shares,
   at the end of such specified period (a "performance cycle") as may be
   established by the Committee. The number of such shares which may be
   deliverable pursuant to such performance award shall be based upon the
   degree of attainment over such performance cycle of such measure of the
   performance of the Company, an Affiliate, one or more of its or their
   respective divisions or other business units, or the grantee, all as may be
   established by the Committee. The Committee may make such provision in the
   Plan agreement for full or partial credit, prior to completion of such
   performance cycle or achievement of the degree of attainment of the
   measures of performance specified in connection with such performance
   award, in the event of the participant's death, retirement or other
   cessation of services, or disability, or in such other circumstances, as
   the Committee in its sole discretion may determine to be fair and equitable
   to the participant or in the interest of the Company.

     (c) In the event that the Committee grants a performance award that is
   intended to constitute qualified performance-based compensation within the
   meaning of Code section 162(m), the following rules shall apply (as such
   rules may be modified by the Committee to conform with Code section 162(m)
   and the Treasury Regulations thereunder as may be in effect from time to
   time, and any amendments, revisions or successor provisions, and any
   changes thereto): (i) payments under the performance award shall be made
   solely on account of the attainment of one or more objective performance
   goals established in writing by the Committee not later than 90 days after
   the commencement of the period of service to which the performance award
   relates (or if less, 25% of such period of service); (ii) the performance
   goal(s) to which the performance award relates shall be based on one or
   more of the following business criteria applied to the grantee, a business
   unit or the Company and/or an Affiliate: stock price, market share, sales,
   earnings per share, return on equity, assets, capital or investment, net
   income, operating income, operating income before restructuring charges,
   plus depreciation and amortization other than relating to early
   extinguishment of debt and debt issuance costs, net sales growth, expense
   targets, working capital targets relating to inventory and/or accounts
   receivable, operating margin, planning accuracy (as measured by comparing
   planned results to actual results), and implementation or completion of
   critical projects or processes; (iii) in any year, a grantee may not be
   granted performance awards covering a total of more than 100,000 shares of
   Common Stock pursuant to this Section 2.5; and (iv) once granted, the
   Committee may not have discretion to increase the amount payable under such
   performance award, provided, however, that whether or not a performance
   award is intended to constitute qualified performance-based compensation
   within the meaning of Code section 162(m), the Committee shall make
   appropriate adjustments in performance goals under an Award to reflect the
   impact of extraordinary items not reflected in such goals. For purposes of
   the Plan, extraordinary items shall be defined as (1) any profit or loss
   attributable to acquisitions or dispositions of stock or assets, (2) any
   changes in accounting standards that may be required or permitted the
   Financial Accounting Standards Board or adopted by the Company after the
   goal is established, (3) all items of gain, loss or expense for the year
   related to restructuring charges for the Company (4) all items of gain,
   loss or expense for the year determined to be extraordinary or unusual in
   nature or infrequent in occurrence or related to the disposal of a segment
   of a business all determined in accordance with standards established by
   Opinion No. 30 of the Accounting Principles Board (APB Opinion No. 30), (5)
   all items of gain, loss or expense for the year related to discontinued
   operations that do not qualify as a segment of a business as defined in APB
   Opinion No. 30, and (6) such other items as may be prescribed by Code
   section 162(m) and the Treasury Regulations thereunder as may be in effect
   from time to time, and any amendments, revisions or successor provisions
   and any changes thereto. The Committee shall, prior to making any award
   under this Section 2.5(c), certify in writing that all applicable
   performance goals have been attained.

     2.6 Agreements Evidencing Awards.

     (a) Awards granted under the Plan shall be evidenced by written
   agreements ("Plan agreements") which shall contain such provisions not
   inconsistent with the terms and provisions of the Plan as the Committee may
   in its sole discretion deem necessary or desirable.


                                       42

<PAGE>

     (b) Each Plan agreement with respect to the granting of an Award other
   than a related stock appreciation right shall set forth the number of
   shares of Common Stock subject to the Award granted thereby. Each Plan
   agreement with respect to the granting of a related stock appreciation
   right shall set forth the number of shares of Common Stock subject to the
   related option which shall also be subject to the related stock
   appreciation right granted thereby.

     (c) Each Plan agreement with respect to the granting of an option shall
   set forth the amount (the "option exercise price") payable by the grantee
   to the Company in connection with the exercise of the option evidenced
   thereby. The option exercise price per share shall in no event be less than
   100% of the fair market value of a share of Common Stock on the date the
   option is granted.

     (d) Each Plan agreement with respect to a stock appreciation right shall
   set forth the amount (the "appreciation base") over which appreciation will
   be measured upon exercise of the stock appreciation right evidenced
   thereby. The appreciation base per share of Common Stock subject to an
   unrelated stock appreciation right shall in no event be less than 100% of
   the fair market value of a share of Common Stock on the date the stock
   appreciation right is granted. The appreciation base per share of Common
   Stock subject to a related stock appreciation right shall in all cases be
   the option exercise price per share of Common Stock subject to the related
   option.

     2.7 Exercise of Related Stock Appreciation Right Reduces Shares Subject to
Option. Upon any exercise of a related stock appreciation right or any portion
thereof, the number of shares of Common Stock subject to the related option
shall be reduced by the number of shares of Common Stock in respect of which
such stock appreciation right shall have been exercised.

     2.8 Exercisability of Options, Stock Appreciation Rights and Other Awards;
Cancellation of Awards in Certain Cases. Subject to the other provisions of the
Plan:

     (a) Except as hereinafter provided, each Plan agreement with respect to
   an option or stock appreciation right shall set forth the period during
   which and the conditions subject to which the option or stock appreciation
   right evidenced thereby shall be exercisable, and each Plan agreement with
   respect to a restricted stock award or performance award shall set forth
   the period after which and the conditions subject to which the shares
   underlying such Award shall vest or be deliverable, all such periods and
   conditions to be determined by the Committee in its sole discretion. Unless
   the applicable Plan agreement otherwise specifies: no option or stock
   appreciation right shall be exercisable prior to the first anniversary of
   the date of grant, and each option or stock appreciation right granted
   under the Plan shall become cumulatively exercisable with respect to 25% of
   the shares of Common Stock subject thereto, rounded down to the next lower
   full share, on the first anniversary of the date of grant, and with respect
   to an additional 25% of the shares of Common Stock subject thereto, rounded
   down to the next lower full share, on each of the second and third
   anniversaries of the date of grant, and shall become 100% exercisable on
   the fourth anniversary of the date of grant, and shall remain 100%
   exercisable until the day prior to the tenth anniversary of the date of
   grant and shall terminate and cease to be exercisable on the tenth
   anniversary of the date of grant.

     (b) Except as provided in Section 2.10(e), no option or stock
   appreciation right may be exercised and no shares of Common Stock
   underlying any other Award under the Plan may vest or become deliverable
   more than 10 years after the date of grant.

     (c) Unless the applicable Plan agreement otherwise provides, a related
   stock appreciation right shall be exercisable at any time during the period
   that the related option may be exercised.

     (d) Unless the applicable Plan agreement otherwise provides, an option or
   stock appreciation right granted under the Plan may be exercised from time
   to time as to all or part of the full number of shares as to which such
   option or stock appreciation right shall then be exercisable.

     (e) An option or stock appreciation right shall be exercisable by the
   filing of a written notice of exercise with the Company, on such form and
   in such manner as the Committee shall in its sole discretion prescribe, and
   by payment in accordance with Section 2.9.


                                       43

<PAGE>

     (f) Unless the applicable Plan agreement otherwise provides: in the case
   of an option or stock appreciation right, at any time after the Company's
   receipt of written notice of exercise of an option or stock appreciation
   right and prior to the option or stock appreciation right exercise date (as
   defined in subsection (g) of this Section 2.8), and in the case of a stock
   award or performance award, at any time within the six business days
   immediately preceding the otherwise applicable date on which the previously
   restricted stock award or performance award would otherwise have become
   unconditionally vested or the shares subject thereto unconditionally
   deliverable, the Committee, in its sole discretion, shall have the right,
   by written notice to the grantee, to cancel such Award or any part thereof
   if the Committee, in its sole judgment, determines that legal or
   contractual restrictions and/or blockage and/or other market considerations
   would make the Company's acquisition of Common Stock from, and/or the
   grantee's sale of Common Stock to, the public markets illegal,
   impracticable or inadvisable. If the Committee determines to cancel all or
   any part of an Award, the Company shall pay to the grantee an amount equal
   to the excess of (i) the aggregate fair market value of the shares of
   Common Stock subject to the Award or part thereof canceled (determined as
   of the option or stock appreciation right exercise date, or the date that
   shares would have been unconditionally vested or delivered in the case of a
   stock award or performance award), over (ii) the aggregate option exercise
   price or appreciation base of the option or stock appreciation right or
   part thereof canceled (in the case of an option or stock appreciation
   right) or any amount payable as a condition of delivery of shares (in the
   case of a stock award or performance award) Such amount shall be delivered
   to the grantee as soon as practicable after such Award or part thereof is
   canceled.

     (g) Unless the applicable Plan agreement otherwise provides, the "option
   exercise date" and the "stock appreciation right exercise date" shall be
   the date that written notice of exercise, together with payment, are
   received by the Company; provided that if subsection (f) of this Section
   2.8 is applicable, the option exercise date or stock appreciation right
   exercise date shall be the later of: (i) the sixth business day following
   the date written notice of exercise is received by the Company; and (ii)
   the date when payment is received by the Company.

     2.9 Payment of Award Price.

     (a) Unless the applicable Plan agreement otherwise provides or the
   Committee in its sole discretion otherwise determines, any written notice
   of exercise of an option or stock appreciation right must be accompanied by
   payment of the full option or stock appreciation exercise price. If Section
   2.8(g) applies, and the six business day delay for the option exercise date
   or stock appreciation right exercise date is applied, the grantee shall
   have no right to pay the option or stock appreciation right exercise price
   or to receive Common Stock with respect to the option or stock appreciation
   right exercise prior to the lapse of such six business days.

     (b) Payment of the option exercise price and of any other payment
   required by the Plan agreement to be made pursuant to any other Award shall
   be made in any combination of the following: (i) by certified or official
   bank check payable to the Company (or the equivalent thereof acceptable to
   the Committee); (ii) with the consent of the Committee in its sole
   discretion, by personal check (subject to collection) which may in the
   Committee's discretion be deemed conditional; and/or (iii) unless otherwise
   provided in the applicable Plan agreement, by delivery of
   previously-acquired shares of Common Stock owned by the grantee for at
   least six months (or such longer or shorter period as the Committee may in
   its discretion determine that will not result in variable accounting
   treatment) having a fair market value (determined as of the option exercise
   date, in the case of options, or other relevant payment date as determined
   by the Committee, in the case of other Awards) equal to the portion of the
   exercise price being paid thereby, provided that the Committee may require,
   as a condition of accepting any such delivery of shares of Common Stock,
   that the grantee furnish an opinion of counsel acceptable to the Company to
   the effect that such delivery would not result in the grantee incurring any
   liability under Section 16(b) of the Act and does not require any Consent
   (as defined in Section 3.2) (a "Compliance Opinion"). Payment in accordance
   with clause (i) of this Section 2.9(b) may be deemed to be satisfied, if
   and to the extent that the applicable Plan agreement so provides or the
   Committee permits, by delivery to the Company of an assignment of a
   sufficient amount of the proceeds from the sale of Common Stock


                                       44

<PAGE>

   to be acquired pursuant to the Award to pay for all of the Common Stock to
   be acquired pursuant to the Award and an authorization to the broker or
   selling agent to pay that amount to the Company and to effect such sale at
   the time of exercise or other delivery of shares of Common Stock, provided
   that the Committee may require, as a condition of accepting any such
   payment, that the grantee furnish a Compliance Opinion. In the case of
   payment made in accordance with clause (iii) of this Section 2.9(b) or
   clause (ii) of Section 3.4(b), if (A) the person paying the option exercise
   price or other payment required by a Plan agreement is the grantee of the
   Award and is actively employed by, or serving as a director of, the Company
   or its Affiliates on the exercise date and (B) all or any portion of the
   previously-acquired shares of Common Stock so delivered in payment were
   acquired by the grantee upon exercise of an option or stock appreciation
   right, then, if and to the extent that the applicable Plan agreement so
   provides or the Committee in its sole discretion so determines, the grantee
   shall be granted a replacement option on the option exercise date or other
   payment date to purchase a number of shares of Common Stock equal to the
   number of shares so delivered in payment, at an exercise price equal to the
   fair market value of the Common Stock on the exercise date and upon such
   other terms, conditions and restrictions (which may be the same as or
   different than the terms, conditions and restrictions of the Award so
   exercised) as the Committee may determine and set forth in the Plan
   agreement evidencing such replacement option. As soon as practicable after
   receipt of full payment, the Company shall, subject to the provisions of
   Sections 2.8(f) and 3.2, deliver to the grantee a certificate or
   certificates for the shares of Common Stock deliverable pursuant to such
   Award, which certificate or certificates may bear such legends as the
   Company may deem appropriate concerning restrictions on their disposition
   in accordance with applicable federal and state securities laws, rules and
   regulations or otherwise.

     (c) Notwithstanding any other provision of this Plan or the applicable
   Plan agreement, no grantee shall, directly or indirectly, sell any shares
   of Common Stock unless (i) such grantee owns the shares to be sold or has
   exercised an Award with respect thereto and the shares to be sold are
   immediately issuable to the grantee pursuant to such exercise (subject to
   Section 2.8(g) if applicable) and (ii) such grantee delivers such shares in
   settlement in accordance with all settlement rules applicable to such
   transaction.

     2.10 Termination of Employment or Services.

     (a) The following "default rules" set forth in this Section 2.10 shall
   govern the exercisability of options and the continuation of other Awards
   following termination of employment of a grantee with the Company and its
   Affiliates, or the termination of services as a director for the Company
   and its Affiliates for directors who are not employees of the Company or
   its Affiliates, except in each case where: (i) other provisions of the Plan
   specify a different rule (e.g., Section 3.11 dealing with early termination
   of an option following certain corporate events); or (ii) the Plan
   agreement provides for a different rule (as specified by the Committee
   pursuant to its authority under the Plan).

     (b) Upon termination of a grantee's employment with the Company and its
   Affiliates, or in the case of termination of services for directors who are
   not employees, (i) by the Company or its Affiliate either for (A) "good
   reason" as defined in the Revlon Executive Severance Policy as in effect on
   the date of adoption of this Plan, with respect to employees or (B) "good
   reason", "cause" or any like term as defined under any employment agreement
   to which a grantee may be a party or, in the case of non-employee
   directors, removal for cause as set forth in the Company's By-laws from
   time to time or (ii) by a grantee otherwise than either for (A) "good
   reason", "cause" or any like term as defined under any employment agreement
   to which a grantee may be a party from time to time or (B) the reasons
   described in subsection (d) or (e) hereof, all outstanding options and
   stock appreciation rights granted to such grantee shall cease to be
   exercisable, and such grantee may not satisfy any condition or limitation
   which is unsatisfied (and no additional portion shall otherwise become
   vested) under any other outstanding Award, following the date of such
   termination of employment with respect to employees or termination of
   services in the case of non-employee directors, and all outstanding Awards
   held by such grantee shall in all respects automatically be canceled on the
   date of such termination of employment or services, as the case may be.


                                       45

<PAGE>

     (c) Upon termination of a grantee's employment with the Company and its
   Affiliates, or in the case of termination of services for non-employee
   directors, for any reason other than as described in subsection (b), (d) or
   (e) hereof, the portions of outstanding options and stock appreciation
   rights granted to such grantee that are exercisable as of the date of
   termination of employment or, in the case of non-employee directors,
   services, of such grantee may continue to be exercised, and any payment or
   notice provided for under the terms of any other outstanding Award as
   respects the portion thereof vested as of the date of termination of such
   employment or services, as the case may be, may be given for a period of
   one year from and including the date of termination of such employment or
   services, but no additional portions of outstanding options or stock
   appreciation rights granted to such grantee shall become exercisable, and
   such grantee may not satisfy any condition or limitation which is
   unsatisfied (and no additional portion shall otherwise become vested) under
   any other outstanding Award, following the date of such termination of
   employment or services, and such unexercisable Awards or parts thereof
   shall in all respects automatically be canceled on the date of such
   termination of employment or services.

     (d) If the grantee voluntarily retires with the consent of the grantee's
   employer or retires as a non-employee director with the consent of the
   Company or the grantee's employment or services as a non-employee director
   terminates due to permanent disability, all outstanding options and stock
   appreciation rights granted to such grantee shall continue to become
   exercisable, all other outstanding Awards granted to such grantee shall
   continue to vest, and the grantee shall be entitled to continue satisfying
   any performance or other condition under all other Awards, in each case in
   accordance with the terms of the applicable Plan agreements, and the
   grantee shall be entitled to exercise each such option or stock
   appreciation right and to make any payment, give any notice and satisfy any
   performance or other condition under each such other Award, in each case,
   for a period of one year from and including (x) the date on which all
   portions of the Award first become fully exercisable or vested or capable
   of being satisfied, as the case may be, or (y) the date of termination of
   employment, services (in the case of non-employee directors) or retirement,
   whichever of (x) or (y) occurs last, and thereafter such Awards or parts
   thereof shall be canceled. Notwithstanding the foregoing, the Committee may
   in its sole discretion provide for a longer or shorter period for exercise
   of an option or stock appreciation right or may permit a grantee to
   continue vesting under an option, stock appreciation right or restricted
   stock award or to make any payment, give any notice and continue satisfying
   any performance or other condition under any other Award in the case of a
   grantee whose employment terminates solely because such grantee's employer
   ceases to be an Affiliate of the Company or a grantee who transfers
   employment with the Company's consent to a purchaser of a business disposed
   of by the Company. The Committee may in its sole discretion determine (i)
   whether any termination of employment or services (in the case of
   non-employee directors) is a voluntary retirement with employer or Company
   consent or is due to permanent disability for purposes of the Plan, (ii)
   whether any leave of absence (including any short-term or long-term
   disability or medical leave) constitutes a termination of employment within
   the meaning of the Plan, (iii) the applicable date of any such termination
   of employment or services (in the case of non-employee directors), and (iv)
   the impact, if any, of any of the foregoing on Awards under the Plan.

     (e) If the grantee's employment or services (in the case of non-employee
   directors) terminates by reason of death, or if the grantee's employment or
   services (in the case of non-employee directors) terminates under
   circumstances providing for continued rights under subsection (c) or (d) of
   this Section 2.10 and during the period of continued rights described in
   subsection (c) or (d) the grantee dies, all outstanding options and stock
   appreciation rights granted to such grantee shall become fully exercisable,
   and any payment or notice provided for under the terms of any other
   outstanding Award may be immediately paid or given and any condition may be
   satisfied, by the person to whom such rights have passed under the
   grantee's will (or if applicable, pursuant to the laws of descent and
   distribution) for a period of one year from and including the date of the
   grantee's death (notwithstanding that such period may extend more than 10
   years after the grant of the Award) and thereafter all such Awards or parts
   thereof shall be canceled.


                                       46

<PAGE>

                                  ARTICLE III

                                 MISCELLANEOUS

     3.1 Amendment of the Plan; Modification of Awards

     (a) The Board may, without shareholder approval, at any time and from
   time to time suspend or discontinue the Plan or revise or amend it in any
   respect whatsoever, except that no such amendment shall impair any rights
   under any Award theretofore made under the Plan without the consent of the
   person to whom such Award was made. Furthermore, except as and to the
   extent otherwise permitted by Section 3.5 or 3.11, no such amendment shall,
   without shareholder approval:

          (i) materially increase the benefits accruing to grantees under the
       Plan;

         (ii) materially increase the number of shares of Common Stock in
       respect of which Awards may be issued under the Plan pursuant to Section
       1.5 or pursuant to grants of restricted or unrestricted stock awards
       pursuant to Section 2.4, or increase the number of shares of Common
       Stock in respect of which Awards may be granted in any year under
       Section 1.5 or 2.5;

         (iii) materially modify the designation in Section 1.3 of the class of
       persons eligible to receive Awards under the Plan;

         (iv) except as provided in Section 2.10(e), permit a stock option or
       unrelated stock appreciation right to be exercisable, or shares of
       Common Stock underlying any other Award to vest or become deliverable,
       more than 10 years after the date of grant;

         (v) permit a stock option to have an option exercise price, or a stock
       appreciation right to have an appreciation base, of less than 100% of
       the fair market value of a share of Common Stock on the date the stock
       option or stock appreciation right is granted; or

         (vi) extend the term of the Plan beyond the period set forth in
       Section 3.14.

     (b) With the consent of the grantee (unless otherwise provided in the
   Plan or the applicable Plan agreement) and subject to the terms and
   conditions of the Plan (including Section 3.1(a)), the Committee may amend
   outstanding Plan agreements with such grantee, including, without
   limitation, any amendment which would (i) accelerate the time or times at
   which an Award may vest or be exercised and/or (ii) extend the scheduled
   expiration date of the Award.

     3.2 Restrictions.

     (a) If the Committee shall at any time determine that any Consent (as
   hereinafter defined) is necessary or desirable as a condition of, or in
   connection with, the granting of any Award under the Plan, the acquisition,
   issuance or purchase of shares or other rights thereunder, any
   determination regarding vesting or termination of any Award or satisfaction
   of any performance or other condition thereunder or the taking of any other
   action thereunder (each such action being hereinafter referred to as a
   "Plan Action"), then such Plan Action shall not be required to be taken, in
   whole or in part, unless and until such Consent shall have been effected or
   obtained to the full satisfaction of the Committee. Without limiting the
   generality of the foregoing, in the event that (i) the Committee shall be
   entitled under the Plan to make any payment in cash, Common Stock or both,
   and (ii) the Committee shall determine that Consent is necessary or
   desirable as a condition of, or in connection with, payment in any one or
   more of such forms, then the Committee shall be entitled to determine not
   to make any payment whatsoever until such Consent shall have been obtained
   in the manner aforesaid.

     (b) The term "Consent" as used herein with respect to any Plan Action
   means (i) any and all listings, registrations or qualifications in respect
   thereof upon any securities exchange or other self-regulatory organization
   or under any federal, state, local or foreign law, rule or regulation, (ii)
   the expiration, elimination or satisfaction of any prohibitions,
   restrictions or limitations under any federal, state, local or foreign law,
   rule or regulation or the rules of any securities exchange or other
   self-regulatory organization, (iii) any and all written agreements and
   representations by the grantee


                                       47

<PAGE>

   with respect to the disposition of shares, or with respect to any other
   matter, which the Committee shall deem necessary or desirable to comply
   with the terms of any such listing, registration or qualification or to
   obtain an exemption from the requirement that any such listing,
   qualification or registration be made, and (iv) any and all consents,
   clearances and approvals in respect of a Plan Action by any governmental or
   other regulatory bodies or any parties to any loan agreements or other
   contractual obligations of the Company or any of its Affiliates.

     3.3 Nontransferability.

     (a) No Award granted to any grantee under the Plan and no rights under
   any Plan agreement shall be assignable or transferable by the grantee
   (voluntarily or by operation of law) other than by will or by the laws of
   descent and distribution to the extent provided by the Plan and any
   applicable Plan agreement. During the lifetime of the grantee, all rights
   with respect to any Award granted to the grantee under the Plan or under
   any Plan agreement shall be exercisable only by such grantee.

     (b) Notwithstanding Section 3.3(a), the Committee may in the applicable
   Plan Agreement or at any time thereafter provide that options granted
   hereunder which are not intended to qualify as incentive stock options
   under Code section 422 may be transferred without consideration by the
   grantee, subject to such rules as the Committee may adopt to preserve the
   purposes of the Plan, to:

         (i) the grantee's spouse, children or grandchildren (including adopted
       and stepchildren and grandchildren) (collectively, the "Immediate
       Family");

         (ii) a trust solely for the benefit of the grantee and or members of
       his or her Immediate Family; or

         (iii) a partnership or limited liability company whose only partners
       or shareholders are the grantee and/or members of his or her Immediate
       Family members.

       (each transferee described in clauses (i), (ii) and (iii) above is
       hereinafter referred to as a "Permitted Transferee"); provided that the
       grantee provides the Committee with advance written notice describing
       the terms and conditions of the proposed transfer and the Committee
       notifies the grantee in writing that such a transfer would comply with
       the requirements of the Plan and any applicable Plan Agreement; and
       provided further that with respect to options granted to officers and
       directors subject to the reporting requirements of Section 16 of the
       Securities Exchange Act of 1934, as amended (the "Exchange Act") no such
       options may be transferred within six months of the grant date to the
       extent such transfer would result in the grant of the option being
       deemed to constitute a non-exempt purchase under Section 16 of the
       Exchange Act. The terms of any such transferred option shall apply to
       the Permitted Transferee, except that (a) Permitted Transferees shall
       not be entitled to transfer any options, other than by will or the laws
       of descent and distribution; and (b) Permitted Transferees shall not be
       entitled to exercise any transferred options unless there shall be in
       effect a registration statement on an appropriate form under the
       Securities Act of 1933, as amended, covering the shares to be acquired
       pursuant to the exercise of such option if the Committee determines that
       such a registration statement is necessary or appropriate. Upon notice
       from a Permitted Transferee of its intent to exercise an option, the
       Committee shall advise such Permitted Transferee if a registration
       statement is necessary and if so whether such registration statement is
       in effect.

     3.4 Withholding Taxes.

     (a) Whenever under the Plan shares of Common Stock are to be delivered
   upon exercise of an option or stock appreciation right, upon the lapse of
   restrictions on restricted stock awards, pursuant to performance awards or
   otherwise, the Committee shall be entitled to require as a condition of
   delivery that the grantee remit an amount sufficient to satisfy all
   federal, state and other governmental withholding tax requirements related
   thereto. Whenever cash is to be paid to a grantee under the Plan (whether
   upon the exercise or cancellation of an Award or otherwise), the Company
   shall be entitled as a condition of its payment to deduct therefrom, or
   from any compensation,


                                       48

<PAGE>

   expense reimbursement or other payments due to the grantee, an amount
   sufficient to satisfy all federal, state and other governmental withholding
   tax and like requirements related thereto or to the delivery of any shares
   of Common Stock under the Plan.

     (b) A grantee may satisfy, in whole or in part, the foregoing withholding
   requirements by delivery of unrestricted shares of Common Stock owned by
   the grantee for at least six months (or such shorter or longer period as
   the Committee may approve or require that will not result in variable
   accounting treatment) having a fair market value (determined as of the date
   of such delivery by the grantee) equal to the amount otherwise payable.
   Without limiting the generality of the foregoing: (i) the Committee may
   require, as a condition of accepting any such delivery of shares of Common
   Stock, that the grantee furnish a Compliance Opinion and (ii) such delivery
   may be made by withholding shares of Common Stock from the shares otherwise
   issuable pursuant to the exercise of the Award giving rise to the tax
   withholding obligation (in which event the date of delivery shall be deemed
   the date the Award was exercised).

     3.5 Adjustments Upon Changes in Capitalization.  If and to the extent
specified by the Committee, the number of shares of Common Stock which may be
issued under the Plan, the number of shares of Common Stock subject to or
underlying options, unrelated stock appreciation rights, and restricted stock
awards and performance awards theretofore granted under the Plan, any annual or
other limitation on the number of shares with respect to which Awards may be
granted, and the option exercise price of options, the appreciation base of
stock appreciation rights and any payments due with respect to other Awards
theretofore granted under the Plan, may be appropriately adjusted (as the
Committee may determine) for any increase or decrease in the number of issued
shares of Common Stock resulting from the subdivision or combination of shares
of Common Stock or other capital adjustments, or the payment of a stock
dividend after the effective date of the Plan, or other increase or decrease in
such shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that any options, unrelated stock appreciation
rights, restricted stock awards or performance awards, to the extent covering
fractional shares of Common Stock resulting from any such adjustment, shall be
eliminated and terminated, and provided further, that each incentive stock
option granted under the Plan shall not be adjusted in a manner that causes
such option to fail to continue to qualify as an "incentive stock option"
within the meaning of Code section 422. Adjustments under this Section shall be
made by the Committee, whose determination as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive.

     3.6 Right of Discharge Reserved. Nothing in the Plan or in any Plan
agreement shall confer upon any officer, director, employee or other person the
right to continue in the employment of, or to continue performing services as a
director for, the Company or any of its Affiliates or affect any right which
the Company or any of its Affiliates may have to terminate the employment or
services of such officer, director, employee or other person.

     3.7 No Rights as a Stockholder. No grantee or other person exercising an
option or stock appreciation right or entitled to delivery of shares of Common
Stock pursuant to any other Award shall have any of the rights of a stockholder
of the Company with respect to shares subject to an option or stock
appreciation right or shares deliverable upon exercise of any other Award until
the issuance of a stock certificate to such person for such shares. Except as
otherwise provided in Section 3.5, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether
in cash, securities or other property) for which the record date is prior to
the date such stock certificate is registered in the name of the grantee. In
the case of a grantee of a restricted stock award, the grantee shall have the
rights of a stockholder of the Company if and only to the extent provided in
the applicable Plan agreement.

     3.8 Nature of Payments.

     (a) Any and all grants of options, stock appreciation rights, stock
   awards and performance awards and payments of cash or issuances of shares
   of Common Stock hereunder shall be granted, issued, delivered or paid, as
   the case may be, in consideration of services performed for the Company or
   for its Affiliates by the grantee.


                                       49

<PAGE>

     (b) All such grants, issuances and payments shall constitute a special
   incentive payment to the grantee and shall not, unless otherwise determined
   by the Committee, be taken into account in calculating the amount of
   compensation of the grantee for the purposes of determining any pension,
   retirement, death or other benefits under (i) any pension, retirement, life
   insurance or other benefit plan of the Company or any Affiliate or (ii) any
   agreement between the Company or any Affiliate, on the one hand, and the
   grantee on the other hand.

     (c) By accepting an Award under the Plan, the grantee shall thereby be
   understood to have waived any claim to continued exercise or vesting of an
   Award or to damages or severance entitlement related to non-continuation of
   the Award beyond the period provided herein or in the applicable Plan
   agreement, notwithstanding any contrary provision in any written employment
   contract or other agreement with the grantee, whether any such agreement is
   executed before or after the grant date of the Award.

     3.9 Non-Uniform Determinations. The Committee's determinations under the
Plan need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, Awards under the Plan (whether or not such
persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective Plan agreements, as to (a) the persons to receive Awards under the
Plan, (b) the terms and provisions of Awards under the Plan, (c) the exercise
by the Committee of its discretion in respect of the exercise of rights
pursuant to the terms of the Plan or any Plan agreement, and (d) the treatment
of leaves of absences, disability leaves, terminations for cause or good reason
and other determinations under the Plan or any Plan agreement.

     3.10 Other Payments or Awards. Nothing contained in the Plan shall be
deemed in any way to limit or restrict the Company, any Affiliate or the
Committee from making any award or payment or granting any right to any person
under any other plan, arrangement or understanding, whether now existing or
hereafter in effect.

     3.11 Reorganization.

     (a) In the event that Revlon or any successor is merged or consolidated
   with another corporation and, whether or not Revlon or such successor shall
   be the surviving corporation, there shall be any change in the shares of
   Common Stock as then constituted by reason of such merger or consolidation,
   or in the event that all or substantially all of the assets of the Company
   are acquired by another person, or in the event of a reorganization or
   liquidation of Revlon or any successor (each such event being herein after
   referred to as a "Reorganization Event") or in the event that the Board
   shall propose that Revlon or any successor enter into a Reorganization
   Event, then the Committee may in its discretion, by written notice to a
   grantee, provide that such grantee's options and stock appreciation rights
   and all other Awards requiring action on the part of such grantee will be
   terminated unless such grantee exercises or takes such action within 30
   days (or such longer period as the Committee shall determine in its sole
   discretion) after the date of such notice; provided however that if the
   Committee takes such action the Committee also shall accelerate to an
   appropriate earlier date the dates upon which all outstanding options and
   stock appreciation rights of such grantee shall be exercisable and such
   action under such other Awards may be taken The Committee also may in its
   discretion, by written notice to a grantee, provide that the restrictions
   on restricted stock awards lapse and the performance and other conditions
   of other Awards shall be adjusted in the event of a Reorganization Event
   upon such terms and conditions as the Committee may determine.

     (b) Whenever deemed appropriate by the Committee, the actions referred to
   in Section 3.11(a) may be made conditional upon the consummation of the
   applicable Reorganization Event.

     3.12 Legend on Certificates. All certificates for shares of Common Stock
issued pursuant to Awards hereunder may be stamped or otherwise imprinted with
a legend in such form as the Company may require with respect to any applicable
restrictions on the sale or transfer of shares.


                                       50

<PAGE>

     3.13 Section Headings. The section headings contained herein are for the
purposes of convenience only and are not intended to define or limit the
contents of said sections.


     3.14 Effective Date and Term of Plan.


     (a) This Plan shall be deemed adopted and become effective upon the
   approval thereof by the Board; provided that, notwithstanding any other
   provision of the Plan, no Award made under the Plan shall be exercisable
   unless the Plan is approved, directly or indirectly, by the express consent
   of shareholders holding at least a majority in voting power of the
   Company's voting stock voting in person or by proxy at a duly held
   stockholders' meeting, within 12 months after the date the Plan is adopted.
    


     (b) The Plan shall terminate on February 22, 2006, and no Awards shall
   thereafter be made under the Plan. Notwithstanding the foregoing, all
   Awards made under the Plan prior to such termination date shall remain in
   effect until such Awards have been satisfied or terminated in accordance
   with the terms and provisions of the Plan and the applicable Plan
   agreement.


     3.15 Tenure. A participant's right, if any, to continue to serve the
Company or any of its Affiliates as a director, officer, employee or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan.


     3.16 Unfunded Plan. Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be
paid from the general funds of the Company and no special or separate fund
shall be established and no segregation of assets shall be made to assure
payment of such amounts except as expressly set forth in the Plan. The Plan is
not intended to be subject to the Employee Retirement Income Security Act of
1974, as amended.


     3.17 Governing Law. This Plan shall be governed by the laws of the State
of New York applicable to agreements made and to be performed entirely within
such state.


     3.18 Conditions. If pursuant to Section 2.10(e) or Section 3.11(a) the
dates upon which options shall be exercisable are accelerated, it shall be on
the condition that with respect to options granted to officers and directors
subject to the reporting requirements of Section 16 of the Exchange Act the
shares underlying such options may not be sold by any such individual (or their
estate or Permitted Transferee) within 6 months after the grant of the option
to the extent such sale would result in the grant of the option being deemed to
constitute a non-exempt purchase under Section 16 of the Exchange Act.


                                       51


<PAGE>



                        PLEASE DATE, SIGN AND MAIL YOUR
                      PROXY CARD BACK AS SOON AS POSSIBLE!


                         ANNUAL MEETING OF STOCKHOLDERS
                                  REVLON, INC.
                              CLASS A COMMON STOCK

                                  JUNE 1, 2001


                Please Detach and Mail in the Envelope Provided

--------------------------------------------------------------------------------
                                 
A [X] PLEASE MARK YOUR           
      VOTES AS IN THIS
      EXAMPLE.

                                        WITHHOLD              
                                        AUTHORITY
                                   to vote for all nominees
                         FOR            listed at right
1. ELECTION OF           [ ]                [ ]
   DIRECTORS

FOR all nominees listed
(except as marked to the contrary below):


-----------------------------------------------------

NOMINEES:  Ronald O. Perelman
           Donald G. Drapkin
           Meyer Feldberg
           Howard Gittis
           Vernon E. Jordan
           Edward J. Landau
           Jerry W. Levin
           Jeffrey M. Nugent
           Linda Gosden Robinson
           Terry Semel
           Martha Stewart

                                                         FOR   AGAINST   ABSTAIN
2. Proposal to ratify the selection of KPMG LLP to       [ ]     [ ]       [ ]
   serve as the Company's independent accountants
   for fiscal 2001.

3. Proposal to approve the Revlon, Inc. Third Amended    [ ]     [ ]       [ ]
   and Restated 1996 Stock Plan.


4. In their discretion, upon such other business as may properly come before the
   Annual Meeting or any postponement or adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR 
THE ELEVEN NOMINEES FOR ELECTION AND FOR PROPOSALS 2 AND 3.

STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN
THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED
STATES.

SIGNATURES:                                       Date:                    ,2001
           --------------------------------------      --------------------

NOTE: Please sign exactly as name or names appear on stock certificate (as
indicated hereon.)

--------------------------------------------------------------------------------


<PAGE>







--------------------------------------------------------------------------------

                                  REVLON, INC.

            PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JUNE 1, 2001

     The undersigned hereby appoints Robert K. Kretzman and Michael T. Sheehan,
as proxies, each with the full power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated on the reverse side of this
card, all shares of Class A Common Stock of Revlon, Inc. (the "Company") held of
record by the undersigned at the close of business on April 12, 2001, at the
Annual Meeting of Stockholders to be held on June 1, 2001 or any adjournment
thereof.


                         (TO BE SIGNED ON REVERSE SIDE)

--------------------------------------------------------------------------------



<PAGE>



                        PLEASE DATE, SIGN AND MAIL YOUR
                      PROXY CARD BACK AS SOON AS POSSIBLE!


                         ANNUAL MEETING OF STOCKHOLDERS
                                  REVLON, INC.
                              CLASS B COMMON STOCK

                                  JUNE 1, 2001


                Please Detach and Mail in the Envelope Provided

--------------------------------------------------------------------------------
                                 
A [X] PLEASE MARK YOUR           
      VOTES AS IN THIS
      EXAMPLE.

                                        WITHHOLD              
                                        AUTHORITY
                                   to vote for all nominees
                         FOR            listed at right
1. ELECTION OF           [ ]                [ ]
   DIRECTORS

FOR all nominees listed
(except as marked to the contrary below):


-----------------------------------------------------

NOMINEES:  Ronald O. Perelman
           Donald G. Drapkin
           Meyer Feldberg
           Howard Gittis
           Vernon E. Jordan
           Edward J. Landau
           Jerry W. Levin
           Jeffrey M. Nugent
           Linda Gosden Robinson
           Terry Semel
           Martha Stewart

                                                         FOR   AGAINST   ABSTAIN
2. Proposal to ratify the selection of KPMG LLP to       [ ]     [ ]       [ ]
   serve as the Company's independent accountants
   for fiscal 2001.

3. Proposal to approve the Revlon, Inc. Third Amended    [ ]     [ ]       [ ]
   and Restated 1996 Stock Plan.


4. In their discretion, upon such other business as may properly come before the
   Annual Meeting or any postponement or adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR 
THE ELEVEN NOMINEES FOR ELECTION AND FOR PROPOSALS 2 AND 3.

STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN
THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED
STATES.

SIGNATURES:                                       Date:                    ,2001
           --------------------------------------      --------------------

NOTE: Please sign exactly as name or names appear on stock certificate (as
indicated hereon.)

--------------------------------------------------------------------------------



<PAGE>








--------------------------------------------------------------------------------

                                  REVLON, INC.

              PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JUNE 1, 2001

     The undersigned hereby appoints Robert K. Kretzman and Michael T. Sheehan,
as proxies, each with the full power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated on the reverse side of this
card, all shares of Class B Common Stock of Revlon, Inc. (the "Company") held of
record by the undersigned at the close of business on April 12, 2001, at the
Annual Meeting of Stockholders to be held on June 1, 2001 or any adjournment
thereof.


                         (TO BE SIGNED ON REVERSE SIDE)

--------------------------------------------------------------------------------



<PAGE>



                        PLEASE DATE, SIGN AND MAIL YOUR
                      PROXY CARD BACK AS SOON AS POSSIBLE!


                         ANNUAL MEETING OF STOCKHOLDERS
                                  REVLON, INC.
    PROXY CARD FOR REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING
                               PLAN PARTICIPANTS
                                  JUNE 1, 2001


                Please Detach and Mail in the Envelope Provided

--------------------------------------------------------------------------------
                                 
A [X] PLEASE MARK YOUR           
      VOTES AS IN THIS
      EXAMPLE.

                                        WITHHOLD              
                                        AUTHORITY
                                   to vote for all nominees
                         FOR            listed at right
1. ELECTION OF           [ ]                [ ]
   DIRECTORS

FOR all nominees listed
(except as marked to the contrary below):


-----------------------------------------------------

NOMINEES:  Ronald O. Perelman
           Donald G. Drapkin
           Meyer Feldberg
           Howard Gittis
           Vernon E. Jordan
           Edward J. Landau
           Jerry W. Levin
           Jeffrey M. Nugent
           Linda Gosden Robinson
           Terry Semel
           Martha Stewart

                                                         FOR   AGAINST   ABSTAIN
2. Proposal to ratify the selection of KPMG LLP to       [ ]     [ ]       [ ]
   serve as the Company's independent accountants
   for fiscal 2001.

3. Proposal to approve the Revlon, Inc. Amended and      [ ]     [ ]       [ ]
   Restated 1996 Stock Plan.


4. In their discretion, upon such other business as may properly come before the
   Annual Meeting or any postponement or adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR 
THE ELEVEN NOMINEES FOR ELECTION AND FOR PROPOSALS 2 AND 3.

STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN
THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED
STATES.

SIGNATURES:                                       Date:                    ,2001
           --------------------------------------      --------------------

NOTE: Please sign exactly as name or names appear on stock certificate (as
indicated hereon.)

--------------------------------------------------------------------------------


<PAGE>

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                                  REVLON, INC.

           PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS JUNE 1, 2001
 FOR REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN PARTICIPANTS

     The undersigned hereby appoints Robert K. Kretzman and Michael T. Sheehan,
as proxies, each with the full power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated on the reverse side of this
card, all shares of Class A Common Stock of Revlon, Inc. (the "Company") held of
record by the undersigned at the close of business on April 12, 2001, at the
Annual Meeting of Stockholders to be held on June 1, 2001 or any adjournment
thereof.


                         (TO BE SIGNED ON REVERSE SIDE)

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