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PART IV
Exhibit
Number Description
10.38* Avon Products, Inc. Amended and Restated Compensation Recoupment Policy, effective as of January 14, 2013 (incorporated
by reference to Exhibit 10.41 to Avon’s Annual Report on Form 10-K/A for the year ended December 31, 2012).
10.39* Avon Products, Inc. Change in Control Policy (incorporated by reference to Exhibit 10.2 to Avon’s Current Report on Form 8-K
filed on March 17, 2010).
10.40* Avon Products, Inc. Amended and Restated Change in Control Policy, dated as of January 9, 2013 (incorporated by reference
to Exhibit 10.43 to Avon’s Annual Report on Form 10-K/A for the year ended December 31, 2012).
10.41* Avon Products, Inc. Long Term Incentive Cash Plan, effective as of January 1, 2011 (incorporated by reference to Exhibit 10.5
to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
10.42* Employment Offer Letter Agreement, dated as of May 18, 2011, between Avon Products, Inc. and Kimberly Ross (incorporated
by reference to Exhibit 10.1 to Avon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
10.43* Amendment to Employment Offer Letter Agreement, dated as of February 8, 2012, between Avon Products, Inc. and Kimberly
Ross (incorporated by reference to Exhibit 10.51 to Avon’s Annual Report on Form 10-K for the year ended December 31,
2011).
10.44* Employment Offer Letter Agreement, dated as of February 8, 2012, between Avon Products, Inc. and Fernando Acosta
(incorporated by reference to Exhibit 10.52 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2011).
10.45* Letter Agreement, dated as of April 4, 2012, between the Company and Ms. McCoy (incorporated by reference to Exhibit 10.1
to Avon’s Current Report on Form 8-K filed on April 10, 2012) as modified by the “CEO stock holding requirement” adopted
on March 13, 2014 (incorporated by reference to Exhibit 10.1 to Avon’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2014).
10.46* Restricted Stock Unit Award Agreement, dated as of April 23, 2012 between the Company and Ms. McCoy (incorporated by
reference to Exhibit 10.2 to Avon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
10.47* Transition Agreement, dated as of November 18, 2014, between the Company and Patricia Perez-Ayala.
10.48* Employment Offer Letter Agreement, dated as of May 15, 2013, between the Company and Pablo Munoz (incorporated by
reference to Exhibit 10.46 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2013).
10.49 Revolving Credit Agreement, dated as of March 13, 2013, among Avon Products, Inc., Avon Capital Corporation, the banks
and other lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to
Avon’s Current Report on Form 8-K filed on March 13, 2013).
21 Subsidiaries of the registrant.
23 Consent of PricewaterhouseCoopers LLP.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
101 The following materials formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Income,
(ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in
Shareholders’ Equity, (v) Notes to Consolidated Financial Statements and (vi) Schedule of Valuation and Qualifying Accounts.
* The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.
Avon’s Annual Report on Form 10-K for the year ended December 31, 2014, at the time of filing with the United States Securities and
Exchange Commission, shall modify and supersede all prior documents filed pursuant to Section 13, 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, for purposes of any offers or sales of any securities after the date of such filing pursuant to any Registration
Statement or Prospectus filed pursuant to the Securities Act of 1933, which incorporates by reference such Annual Report on Form 10-K.