The following are the material terms of the amended Exchange Offer:

Each share of Series A Preferred Stock to be issued in exchange for a share of Class A common stock will have a liquidation preference of $5.21, rather than $3.71, as previously proposed.

Because the liquidation preference of the Series A Preferred Stock has been increased by $1.50 to $5.21, holders of the Series A Preferred Stock will no longer have the right to receive a special dividend of $1.50 if Revlon does not engage in a change of control transaction within two years of consummation of the Exchange Offer.

Holders of Series A Preferred Stock will receive cash payments of approximately $7.87 per share (instead of $7.10 per share, as previously proposed) over the four-year term of the preferred stock, through the payment of the $5.21 per share liquidation preference at maturity (instead of $3.71 per share, as previously proposed) and 12.75% annual dividends payable quarterly in cash, equal to approximately $0.17 per share quarterly (instead of dividends of approximately $0.12 per share quarterly and a $1.50 per share special dividend at the end of two years, as previously proposed). These per share calculations assume that Revlon does not engage in one of certain specified change of control transactions, which, as described below, may lead to a higher payment.

If Revlon engages in one of certain specified change of control transactions within three years of consummation of the Exchange Offer, holders of Series A Preferred Stock will have the right to receive a special dividend, capped at an amount that would provide aggregate cash payments of up to $12.00 per share (including the liquidation preference and any dividends paid or payable in respect of the Series A Preferred Stock).