X0303 4 2011-02-09 0001001250 ESTEE LAUDER COMPANIES INC EL 0001428855 Freda Fabrizio THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK NY 10153 1 1 0 0 President and CEO Market Share Unit 2011-02-09 4 A 0 160000 A 2014-06-30 Class A Common Stock 160000 160000 D The Market Share Unit will be paid out depending upon performance of the Company's Class A Common Stock on the New York Stock Exchange during the 20 trading days ending June 30, 2014. If the average closing stock price per share of the Class A Common Stock during that period (the ?Average Price?) equals or exceeds $150.00 per share, then Mr. Freda will receive 160,000 shares of Class A Common Stock. If the Average Price is less than $150.00 per share and equal to or greater than $37.50 per share, then Mr. Freda will receive that number of shares equal to 160,000 times the Average Price divided by $150.00. Mr. Freda will receive no shares if the Average Price is less than $37.50 per share. If Mr. Freda resigns or is terminated for cause prior to June 30, 2014, he will receive no shares. If Mr. Freda dies or becomes disabled prior to June 30, 2014 or is terminated without cause after February 9, 2012 and prior to June 30, 2014, then the number of shares to be paid out will be multiplied by a fraction, the numerator of which will be the number of completed months of services starting with July 2010 and the denominator of which shall be 48. The MSU will vest and be paid out upon a ?change in control,? with performance being determined by the consideration per share to be received by the holders of the Company's Class A Common Stock. Dividend equivalents will be paid out in cash in connection with the shares that are earned by Mr. Freda. Shares and cash paid out pursuant to the MSU are subject to applicable tax withholding requirements. Not applicable. Fabrizio Freda, by Spencer G. Smul, attorney-in-fact 2011-02-11