Personal & Confidential August 7, 2007 Mr. Gilbert L. Klemann II [Home Address] Dear Gil:

Exhibit 10.2

Personal & Confidential

August 7, 2007

Xx. Xxxxxxx X. Xxxxxxx XX

[Home Address]

Dear Xxx:

This letter is an amendment to and supersedes your Employment Agreement dated January 1, 2001 (the “Employment Agreement”). This letter sets forth the terms and conditions relating to your separation from employment with Avon Products, Inc. (“Avon” or the “Company”) and the benefits that the Company is prepared to offer to you in lieu of benefits under the Company’s severance program and of benefits provided under the Employment Agreement provided that you agree to and fulfill the conditions for such additional benefits outlined in this letter.

1. Separation Date. Your last day of active employment with Avon will be December 31, 2007 (the “Separation Date”). At that time, you will receive a payment for any earned, but unused, vacation benefits through the Separation Date. The remaining provisions of this letter, including the benefits provided to you under Paragraphs 2 through 9 below, are conditioned upon your complying with the terms of this letter, including signing and not revoking the general release attached as Exhibit A to this letter.

If you voluntarily terminate employment prior to the Separation Date or are terminated by Avon for “Cause” before the Separation Date, this letter will become null and void and the terms of your Employment Agreement will govern. For purposes of this letter agreement, a termination for “Cause” shall mean a termination of the employment relationship between you and Avon due to your discharge for any of the following reasons: (a) continued failure to perform substantially your duties with Avon, as determined by Avon (other than any such failure resulting from your temporary incapacity during physical or mental illness); (b) willful conduct which is demonstrably and materially injurious to Avon, monetarily, or otherwise; (c) personal dishonesty in the

performance of your duties; (d) breach of fiduciary duty involving personal profit; (e) conviction of a felony or a misdemeanor; or (f) willful or repeated violation of any Avon rule or procedure, including without limitation, absenteeism, violation of safety rules and insubordination. Any other type of termination of employment (e.g., disability, termination not for “Cause”, etc.) will not void the terms of this letter. After the Separation Date, you will remain on Avon’s payroll, as set forth and subject to the conditions below, through the expiration of the Continuation Period (as defined below).

2. Special Salary Continuation Payments. Because you will be a “key employee” on your Separation Date, your special salary continuation payments are subject to certain limitations under Internal Revenue Code (“Code”) Section 409A (hereinafter called “409A”). To comply with 409A, you will receive salary continuation payments for the period beginning on the first payroll period which begins on or after July 1, 2008 and continuing until the final payroll period which ends immediately on or after July 26, 2010 (the “Payment Period”). The aggregate amount of such salary continuation payments will be equivalent to two year’s base salary and will be payable in equal bi-weekly installments, less any and all required taxes and other withholdings. Base salary for these purposes is $535,000.

You will not accrue any vacation days during the Continuation Period (defined as beginning on the day after the Separation Date and continuing through the expiration of the Payment Period) or thereafter.

3. Tax-Qualified Retirement Plans.

You will not be entitled to continue to participate in the Avon Personal Savings Account Plan after the Separation Date.

You are 100% vested in your Avon Products, Inc. Personal Retirement Account Plan (“PRA”) benefit. You will be considered a terminated participant for purposes of the PRA at the end of the Continuation Period.

4. Restoration Plan. You are 100% vested in your Benefit Restoration Plan of Avon Products, Inc. (the “Restoration Plan”) benefit. You will be considered a terminated participant for purposes of the Restoration Plan in accordance with the terms of the Restoration Plan.

5. MIP Awards. You will be eligible for a 2007 and 2008 Management Incentive Plan (“MIP”) Award. The 2007 MIP Award, if any, will be based on actual performance, with individual goals determined at 100% achievement. Any such 2007 MIP Award will be paid to you at the same time the MIP Award is payable to all participants in 2008 unless you have already elected to defer such 2007 MIP Award to

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the Avon Products, Inc. Deferred Compensation Plan (the “DCP”). The 2008 MIP Award will be guaranteed to be at least 100% of target (70% of your base salary at December 31, 2007). You will not be permitted to defer the 2008 MIP Award. Your 2008 MIP Award will be paid at the same time the MIP Award is payable to all participants in 2009. You will not be eligible for a 2009 or 2010 MIP Award and by agreeing to the terms in this letter, you hereby waive any such right that you may have to all or any portion of any MIP award for 2009 or 2010.

6. Performance Cash Plan Awards. You will be eligible to participate in any awards under the 2005-2007 Performance Cash Plan and under the 2006-2007 Turnaround Incentive Plan (“Incentive Awards”). Such Incentive Awards will be payable in 2008, in accordance with the terms of the Plans at the same time the Incentive Awards are payable to all participants, unless you have elected to defer such Incentive Awards to the DCP.

You will not be eligible to participate in any other future performance plans established on or after the date of this letter and you hereby waive any such right that you may have to participate in any other future performance plans established on or after the date of this letter.

7. Participation in Deferred Compensation Plan. As a participant in DCP, distributions under the DCP will be made in accordance with the terms of the DCP. After the Separation Date, you will no longer be eligible to defer any compensation into the DCP and you waive any right to participate therein.

8. Stock Options and Restricted Stock Units. The attached Statement of Stock Options and Restricted Stock Units lists your outstanding stock option and restricted stock unit vesting schedules.

Prior to your scheduled Separation Date, your outstanding stock options and outstanding restricted stock units will continue to vest according to the terms of the applicable stock option agreement(s) and restricted stock unit agreement(s), respectively, and all other aspects of your stock options and restricted stock units will continue to be governed by the applicable stock option agreement(s) and restricted stock unit agreement(s), respectively.

The Company agrees to amend all of your outstanding restricted stock unit agreements so that upon your scheduled Separation Date, provided you have not voluntarily terminated employment or have not been terminated by the Company for Cause, any restricted stock units which have not vested at the time of your Separation Date will become 100% vested. The restricted stock units will be payable in accordance with the terms of the applicable restricted stock unit agreements.

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The Company agrees to amend all of your outstanding stock option agreements so that upon the Separation Date, provided you have not voluntarily terminated employment or have not been terminated by the Company for Cause, your stock options will continue to vest and be fully vested no later than the end of the Continuation Period and your stock options will continue to be exercisable for their full ten-year terms. Notwithstanding the foregoing, in no event will you be entitled to exercise any stock option once that stock option has expired at the end of its original term.

9. Welfare Benefits and Perquisites.

(a) During the Continuation Period and provided that you are a participant in such plans as of the Separation Date, you will continue to be eligible to participate in the Company’s Supplemental Life Insurance Plan and its Group Life Insurance coverage and Supplemental Life Insurance coverage at the contribution levels that you had selected prior to the Separation Date, if each such plan permits such continuation of coverage after your Separation Date at the time of your Separation Date.

(b) During the Continuation Period and provided that you are a participant in such plans as of the Separation Date, you will be eligible to participate in the Company’s Medical Insurance and Dental Insurance at the contribution levels previously selected; provided that (i) to the extent that any such benefit is provided via reimbursement to you, no such reimbursement will be made by the Company later than the end of the year following the year in which the underlying expense is incurred, (ii) any such benefit provided by the Company in any year will not be affected by the amount of any such benefit provided by the Company in any other year, and (iii) under no circumstances will you be permitted to liquidate or exchange any such benefit for cash or any other benefit. In the event that, during the Continuation Period, you should become employed by another employer and are provided with medical and/or dental coverage, you may either drop your Avon coverage or continue your coverage under both plans. If you become covered under both plans, your coverage will be coordinated between the two plans with your new employer’s plan serving as the primary payer. Employment with another company, however, will not cause any change in your continued entitlement to salary continuation and any other benefits set forth in this letter, subject to the restrictions of Paragraph 11 below. In the event that your health insurance coverage ceases during the Continuation Period due to a “qualifying event,” or due to the expiration of the Continuation Period, you will then be entitled to continued coverage under the federal law known as “COBRA” for the period provided therein at your own expense, provided you comply with the requirements of “COBRA”. If, at the conclusion of the Continuation Period, you are eligible to retire under the Avon Products, Inc. Retirement Medical Plan, then you will be eligible for retiree medical coverage, subject to plan terms and any caps or limitations imposed thereon by Avon.

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(c) You will continue to receive: (i) the Home Security benefit through the end of your annual contract; (ii) Financial Planning and Tax Preparation Services for 2008, 2009, 2010 and the first quarter of 2011; (iii) your car flex allowance accruals for three months after your Separation Date; and (iv) your Executive Health Exam for up to three months after your Separation Date (as long as you have not yet received an Executive Health Exam for 2007); provided that: (x) to the extent that any such benefit is provided via reimbursement to you, no such reimbursement will be made by the Company later than the end of the year following the year in which the underlying expense is incurred, (y) any such benefit provided by the Company in any year will not be affected by the amount of any such benefit provided by the Company in any other year, and (z) under no circumstances will you be permitted to liquidate or exchange any such benefit not already in cash for cash or any other benefit. Any payment or reimbursement to you for the benefits set forth in this Paragraph 9(c) shall not be made until July 1, 2008.

(d) Any continued participation in Avon’s employee benefit plans (including the plans listed in this Paragraph 9) will be in accordance with the provisions of the relevant plan documents, including any amendments to those plans that may be enacted from time to time, and any applicable elections that you may have on file with Avon. Nothing in this letter is intended to limit Avon’s right to amend, modify or terminate any or all of its employee benefit plans and programs.

10. E-mail and Voicemail. Your e-mail and voicemail will be discontinued as of the Separation Date.

11. Your Obligations to Avon. In consideration of and as a condition to your receiving the benefits being provided to you hereunder, you agree to the following provisions.

(a) Effectiveness of Our Agreement and Your Continued Service Obligation. You will not be entitled to receive the benefits set forth in this letter unless you have signed and delivered to me this letter and the general release attached as Exhibit A and these documents have become effective (the “Effective Date” of these documents is set forth in the attached general release).

(b) Non-Disclosure of Information. You will not knowingly use or disclose, without Avon’s written consent (which may only be provided by the Chief Executive Officer of Avon), any secret, confidential, or proprietary information or knowledge relating to Avon or any of its affiliated companies, and their respective businesses, that you obtained during or as a result of your employment with Avon, such as, but not limited to, financial information and projections, marketing information and plans, product formulations and production methods, intellectual property and trade secrets, and other types of information not generally available to the public.

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

(d) Confidentiality of Our Agreement. You will not disclose the terms and conditions of this letter to anyone, except as required by law or to your immediate family, financial and tax advisors, and legal counsel after securing their similar commitment of strict confidentiality.

(e) No-Hire and Non-Solicitation. You will not, without Avon’s prior written consent (which may only be provided by the Chief Executive Officer of Avon), effective immediately and continuing for the duration of the Continuation Period, directly or indirectly, hire or solicit for hire, or aid in such solicitation of, whether as an employee or an independent contractor, any employee of Avon or an affiliated company, including any solicitation of an employee to leave his or her Avon employment to work for any other employer.

(f) Non-Competition. You will not, without Avon’s prior written consent (which may only be provided by the Chief Executive Officer of Avon), effective immediately and continuing through the end of the Continuation Period, directly or indirectly, accept employment with, act as a consultant or independent contractor to, or otherwise provide services to any direct selling business or any cosmetics business (collectively, “Restricted Businesses”). Restricted Businesses include, without limitation, Amway Corporation / Alticor Inc., O Boticário, Ebel International / Belcorp Corporation, Xx Xxxxxx, X.X., Faberlic, Forever Living Products, LLC USA, Herbalife Ltd., Hermès, Lady Racine / LR-International Cosmetic and Marketing GmbH, Xxxx Xxx Cosmetics, Inc., Natura Cosmetics S.A., Mistine / Better Way (Thailand) Co. Ltd., Neways International, Newcup International, NuSkin Enterprises, Inc., Oriflame Cosmetics S.A., Xxxx Xxx Corporation, Revlon, Inc., The Body Shop International PLC, Shaklee Corporation, Tupperware Corporation, the Unilever Group (N.V. and PLC), L’Oréal Group / Cosmair, Inc., The Xxxxx Xxxxxx Companies Inc., The Procter & Xxxxxx Company, Reckitt Benckiser PLC, Gryphon Development / Limited Brands, Inc., Victory Corporation PLC (Virgin Vie, The Virgin Cosmetics Company, Virgin Ware), Xxxxxxx & Co. KG / Jafra Worldwide Holdings (Lux) S.àR.L., Inc., Yanbal International (Yanbal, Unique), or any of their affiliates. As set forth more fully in Paragraph 15 below, no geographic limitation on this restriction is appropriate, and such a limitation would be counter to the protections that Avon is seeking to obtain by agreeing to provide you with the benefits set forth in this letter.

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(g) Cooperation. If deemed necessary by the Company, you will reasonably assist and cooperate with the Company (and its directors, agents, and attorneys) in all respects in connection with the conduct of any pending or future action, proceeding, internal investigation, governmental or regulatory investigation, civil or administrative proceeding, arbitration, or litigation involving the Company or any of its associated companies, including, without limitation, any such action, proceeding, investigation, arbitration, or litigation in which you are called to testify, and you will promptly respond to all reasonable requests by the Company relating to information that may be in your possession or under your control. This obligation shall exist regardless of whether the Company or any of its associated companies is named as a party or as a subject or target of any action, proceeding, investigation, arbitration, or litigation. You will also cooperate with the Company and be reasonably available to the Company with respect to continuing or future matters arising out of your employment or any other relationship with the Company and its associated companies, whether such matters are business-related, legal, or otherwise. You will perform all acts and execute and deliver all documents that may be reasonably necessary to fulfill the obligations created by this Subparagraph (g). Subject to applicable law and the Articles and Bylaws of the Company, the Company will promptly reimburse you for any reasonable out-of-pocket and travel expenses incurred by you in connection with your fulfillment of your obligations under this Subparagraph (g), provided that such expenses have been approved by the Company, in writing, prior to your incurring the expense. It is agreed that: (i) the Company will provide you with reasonable advance notice regarding these activities, to the extent possible; and (ii) any requests made hereunder by the Company will be made in good faith and will not unreasonably interfere with your duties to any subsequent employer.

(h) Forfeiture of Benefits. By signing this letter, you acknowledge that you understand that violations of any of the covenants contained in this letter are material and that any violations may forfeit, at Avon’s sole discretion, your unpaid benefits and payments under this letter (including salary continuation), but do not relieve you of your continuing obligations under this letter. In connection with the foregoing, Avon’s Senior Vice President of Human Resources or General Counsel will give you notice of any alleged violations of the covenants contained in this letter and you will have thirty (30) days to respond to such allegation; however, the absence of such notice shall not relieve you from any of your obligations under this letter.

(i) Equitable Relief. You acknowledge that the remedy at law for your breach of this Paragraph 11 will be inadequate, and that the damages flowing from such breach will not be readily susceptible to being measured in monetary terms. Accordingly, upon a violation of any part of this Paragraph 11, the Company will be entitled to immediate injunctive relief (or other equitable relief) and may obtain a temporary order restraining any further violation. No bond or other security will be

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required to obtain such relief, and you consent to the issuance of such equitable relief. Nothing in this Subparagraph (i) will be deemed to limit the Company’s remedies at law or in equity that may be pursued or availed of by the Company for any breach by you of any part of Paragraph 11.

12. Return of Company Property. On the Separation Date, or at any other time upon request by Avon, you will be required to promptly deliver to Avon, and not keep in your possession, duplicate, or deliver to any other person or entity, any and all property that belongs to Avon or any of its affiliated companies, including without limitation, computer hardware and software, palm pilots, pagers, cell phones, other electronic equipment, keys, credit cards, identification cards, records, data, and other documents and information, including any and all copies of the foregoing.

13. Entire Agreement; Amendments. You acknowledge that the entire consideration for your signing this letter and executing the general release attached as Exhibit A is expressly stated in this document and that the Employment Agreement is hereby superseded. All other promises or agreements of any kind that have been made by or between the parties hereto (or by any other person or entity related to such parties) related to the subject matter of this letter are superseded by this letter. You agree that this letter may not be changed orally and may only be amended by a writing signed by the parties hereto. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement will not supersede, or otherwise derogate from, any restrictive covenant or other obligation that you may have under any equity award granted to you by Avon or in any Avon benefit plan in which you participate (for example, obligations with respect to competition and confidentiality assumed by you in connection with your stock option awards).

14. Internal Revenue Code Section 409A. In the event that amendments to this letter are necessary in order to comply with current or future guidance or interpretations under 409A, including amendments necessary to ensure that your compensation will not be subject to 409A, you and the Company will discuss and seek to agree to such amendments, on a prospective and/or retroactive basis, as may be necessary or desirable to comply with 409A.

15. Severability; Judicial Modification. You agree that the provisions of this letter are severable and that it is your and the Company’s intent that the restrictions contained in this letter be enforced to the fullest extent permissible under the laws of each jurisdiction in which enforcement is sought. If any of the restrictions contained in this letter are for any reason held by a court to be excessively broad as to duration, activity, geographical scope, or subject, then such restrictions will be construed, judicially modified, or “blue penciled” in such jurisdiction so as to thereafter be limited or reduced to the extent required to be enforceable in such jurisdiction in accordance with applicable

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law. If any of the restrictions contained in this letter are held to be invalid, illegal, or unenforceable in any respect under any applicable law in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision of this letter or any other jurisdiction, but such restrictions will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable restrictions had never been contained in this letter. You acknowledge and understand that, due to (a) the nature of the restrictions contained in this letter, (b) the global nature of the Company’s business and your position within the Company, and (c) the technological advancements in electronic communications around the world, any geographic restriction of your obligations under Paragraph 11 above would be inappropriate and counter to the protections sought by the Company thereunder.

16. Voluntary Nature of Your Agreement; Right to Consult with Counsel. You are not required to accept and agree to this letter. Any election to do so by you is completely voluntary. By signing this letter, you warrant and represent that you have read this entire letter (including the attached general release), that you have had an opportunity to consult fully with an attorney or have voluntarily waived that opportunity, and that you fully understand the meaning and intent of this letter (including the attached general release).

17. Governing Law; Jurisdiction. You agree that this letter will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any action at law or in equity for the enforcement of this letter, by either party, other than an action by the Company to enforce the restrictions contained in Paragraph 11 above, shall be instituted only in state or federal court having proper jurisdiction located within the State of New York, County of New York. An action by the Company to enforce the restrictions contained in Paragraph 11 above may be brought within any court in the State of New York, County of New York, or in any other court having proper jurisdiction.

18. No Waiver. No waiver by either of the parties hereto of a breach of or a default under any of the provisions of this letter shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature. The failure of either of the parties, on one or more occasions, to enforce any of the provisions of this letter or to exercise any right or privilege hereunder shall not be construed as a waiver of any such provisions, rights, or privileges hereunder, or a waiver of any subsequent breach or default of a similar nature.

19. Death. In the event of your death after the date of this letter agreement, the remaining unpaid payments will continue to be paid to your spouse or other beneficiary, as designated in writing to us, as if you had not died. Your benefits will be governed by the relevant benefit plans in which participate.

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20. Counterparts. This letter may be executed in two or more counterparts, each of which shall be an original and all of which shall be deemed to constitute one and the same instrument.

21. Successors.

(a) This letter agreement is personal to you, and without written prior consent of Avon, shall not be assignable by you otherwise than by will or the laws of descent and distribution. This letter agreement shall inure to the benefit of and be enforceable by your legal representatives.

(b) This letter agreement shall inure to the benefit of and be binding upon Avon and its successors. Avon shall require any successor to all or substantially all of its business and/or assets, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to you, expressly to assume in writing and agree to perform this letter agreement in the same manner and to the same extent as Avon would be required to perform if no such succession had taken place.

22. Mitigation. You shall not be required to mitigate the amount of any payment provided in this letter by seeking other employment or otherwise, nor shall the amount of any payment provided for in this letter (subject to Paragraph 9(b)) be reduced as a result of any payment to you as the result of employment by another employer after the Separation Date or by any other compensation.

23 Non-Disparagement. Avon agrees that it will not knowingly take any action or make any statement, whether written or oral, whether in public or private, that disparages or defames your reputation.

* * * * * *

Should you elect not to accept the terms contained in this letter, then you will be provided only with the benefits under the provisions of the Employment Agreement and you will be notified by separate letter of your right to continued health insurance coverage, at your own expense, under the federal law known as COBRA.

If you do not sign this letter and return it to Avon within 21 days of the date on which you receive this letter, then this offer will automatically be considered withdrawn and void and you will not be entitled to any benefits hereunder. If you sign and return this letter and the attached general release within this 21-day time period, then you will have seven days immediately thereafter to revoke your decision by delivering written notice of revocation to the Chief Executive Officer of Avon. If you do not revoke your decision during that seven-day period, then this letter will become binding and effective on the eighth day.

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Your signature below signifies your voluntary acceptance of the terms of this letter and your election to receive benefits hereunder, which benefits you acknowledge are in excess of those provided under your Employment Agreement. Please sign and date both copies of this letter and the attached general release in the spaces provided, returning one copy to Avon and retaining the other copy for your records. If you elect not to accept this offer, please notify me, in writing, as soon as practicable of your decision.

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We thank you for your contributions to Avon, and wish you success with your future endeavors.

Sincerely,
Avon Products, Inc.
By:		/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
		Senior Vice President Human Resources

Cc: Xxxxxx Xxxx, Chairman and Chief Executive Officer

Accepted and agreed to:
/s/ Xxxxxxx X. Xxxxxxx, XX				Date: 8/7/07

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EXHIBIT A- GENERAL RELEASE

In consideration of the special severance benefits being provided to me under the letter to which this general release is attached as an exhibit (the “Letter”), I agree, on behalf of myself and my heirs, executors, administrators, and assigns, to forever release, dismiss, and discharge (except as provided by the terms and conditions of the Letter) Avon Products, Inc. (“Avon” or the “Company”) and its affiliated companies and their respective current and former officers, directors, associates, employees, agents, employee benefit plans, employee benefit plan fiduciaries, employee benefit plan trustees, shareholders, and assigns, each and all of them in every capacity, personal and representative (collectively referred to as the “Avon Released Parties”), from any and all actions, causes of action, claims, demands, judgments, charges, contracts, obligations, debts, and liabilities of whatever nature (“Losses”), that I and my heirs, executors, administrators, and assigns have or may hereafter have against the Avon Released Parties or any of them arising out of or by reason of any cause, matter, or thing whatsoever from the beginning of the world to the date hereof, including, without limitation, my employment relationship with Avon and the termination of such relationship, all matters arising under any federal, state, or local statute, rule, or regulation, or principle of contract law or common law, any breach of contract, wrongful discharge, tort, breach of common-law duty, breach of fiduciary duty and violation of laws prohibiting any form of employment discrimination or other unlawful employment practice, including without limitation: the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. §§ 201 et seq.; the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq.; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq.; the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”); the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq.; the National Labor Relations Act of 1935, as amended, 29 U.S.C. §§ 151 et seq.; the New York State Human Rights Law, as amended, N.Y. Exec. Law §§ 290 et seq.; the New York City Human Rights Law, as amended, N.Y.C. Admin. Code §§ 8-101 et seq.; and any other equivalent federal, state, or local statute, rule, or regulation; provided that I do not release or discharge the Avon Released Parties (i) from any Losses arising under the ADEA that arise after the date on which I execute this general release, and (ii) from any claims for a breach by the Company of its obligations under the Letter. It is understood that nothing in this general release shall preclude or prevent me from challenging the validity of this general release solely with respect to my waiver of any Losses arising under the ADEA on or before the date on which I executive this general release. It is understood that nothing in this general release is to be construed as an admission on behalf of the Avon Released Parties of any wrongdoing with respect to me, any such wrongdoing being expressly denied.

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It also is understood that this release does not release the Avon employee benefit plans from any claims for vested benefits that I have under the terms of any of the Company’s employee benefit plans applicable to me.

I represent and warrant that I have not filed any complaint, charge, claim, or proceeding against any of the Avon Released Parties before any federal, state, or local agency, court, or other body relating to my employment and the cessation thereof. I further agree that if, I or any other person files an action, complaint, charge, claim, or proceeding against any of the Avon Released Parties, I will not seek or accept any monetary relief in such action, complaint, charge, claim, or proceeding.

I further represent and understand that by signing this release, I agree that I will, as may be reasonably requested from time to time by Xxxx, (i) advise and consult on matters within or related to my expertise and knowledge in connection with the business of Avon, (ii) make myself available to Avon to respond to requests for information concerning matters involving facts or events relating to Avon, and (iii) assist with respect to pending and future litigation, investigations, arbitration, or other dispute resolution matters. In agreed upon circumstances, I understand that I will be paid at the rate of my current salary as of my last day of active employment for time expended by me at Avon’s request on such matters, and that I will receive reimbursement for reasonable out-of-pocket expenses incurred in connection with such assistance. I understand that I will not be credited with any compensation, service or age credit for purposes of eligibility, vesting, or benefit accrual under any employee benefit plan of Avon.

I further represent and warrant that I fully understand the terms of this general release, that I have been encouraged to seek the benefit of advice of counsel, and that I knowingly and voluntarily, of my own free will, without any duress, being fully informed, and after due deliberation, accept its terms and sign below as my own free act. I understand that as a result of executing this general release, I will not have the right to assert that Avon or any other Avon Released Party unlawfully terminated my employment or violated any of my rights in connection with my employment.

I understand that in the event Avon receives any inquiries from prospective employers, it shall be the policy of Avon to respond by advising that Avon’s policy is to provide information only as to service dates and positions held and by providing such information.

I acknowledge that I am hereby being advised by Avon to consult with legal counsel before signing this general release, and that I am encouraged and cautioned by Avon to consult with an attorney prior to my signing this general release. Further, I have 21 days to consider whether to sign this general release, during which time Avon will not

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change or revoke the offer contained in the Letter. However, I am not required to consult an attorney or to delay accepting such offer and I may choose to sign this general release at any time during the 21-day consideration period. I understand that if I do not execute this general release and return it to Avon within 21 days of the date on which I received the Letter, then I will not be entitled to any benefits under the Letter. As long as I sign and return this general release and the Letter within such time period, I will have seven days immediately thereafter to revoke my decision by delivering written notice of such revocation to the Senior Vice-President Human Resources. If I do not revoke my decision during that seven-day period, then this general release and the Letter will become effective on the eighth day (the “Effective Date”).

This general release shall be governed by the laws of the State of New York without giving effect to its conflict of laws principles.

/s/ Xxxxxxx X. Xxxxxxx, XX				8/7/07
Xxxxxxx X. Xxxxxxx, XX				Date

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