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                                                                   EXHIBIT 10.36

                    HERBALIFE 2001 EXECUTIVE RETENTION PLAN

                            EFFECTIVE MARCH 15, 2001


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                     HERBALIFE 2001 EXECUTIVE RETENTION PLAN

                            EFFECTIVE MARCH 15, 2001

                                     PURPOSE

               The purpose of this Plan is to provide financial incentives for a
select group of management and highly compensated employees of Herbalife
International, Inc., a Nevada corporation, Herbalife International of America,
Inc., a California corporation, and their subsidiaries, to provide services to
the Parent, the Company and their subsidiaries both before and after certain
Change in Control events.

                                    ARTICLE 1
                                   DEFINITIONS

               For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meaning:

1.1     "Beneficiary" shall mean one or more persons, trusts, estates or other
        entities, designated in accordance with Article 5 below, that are
        entitled to receive benefits under this Plan upon the death of a
        Participant.

1.2     "Beneficiary Designation Form" shall mean the form established from time
        to time by the Committee that a Participant completes, signs and returns
        to the Committee to designate one or more Beneficiaries.

1.3     "Board" shall mean the Board of Directors of the Herbalife
        International, a Nevada corporation.

1.4     "Change in Control" shall mean the date upon which the first of the
        following events occurs:

        (a)     Any "Person" or "Group" (as such terms are defined in Section
                13(d) of the Securities Exchange Act of 1934 (the "Exchange
                Act") and the rules and regulations promulgated thereunder),
                excluding any Excluded Stockholder, is or becomes the
                "Beneficial Owner" (within the meaning of Rule 13d-3 under the
                Exchange Act), directly or indirectly, of securities of the
                Parent, the Company, or of any entity resulting from a merger or
                consolidation involving the Parent or the Company, of more than
                fifty percent (50%) of the combined voting power of the then
                outstanding securities of the Parent, the Company or such
                entity.


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        (b)     The individuals who, as of the time immediately following the
                election of directors at the Parent's 2000 Annual Meeting of
                Stockholders, are members of the Board (the "Existing
                Directors"), cease, for any reason, to constitute more than
                fifty percent (50%) of the number of authorized directors of the
                Parent as determined in the manner prescribed in the Parent's
                Certificate of Incorporation and Bylaws; provided, however, that
                if the election, or nomination for election, by the Parent's
                stockholders of any new director was approved by a vote of at
                least fifty percent (50%) of the Existing Directors, such new
                director shall be considered an Existing Director; provided
                further, however, that no individual shall be considered an
                Existing Director if such individual initially assumed office as
                a result of either an actual or threatened "Election Contest"
                (as described in Rule 14a-11 promulgated under the Exchange Act)
                or other actual or threatened solicitation of proxies by or on
                behalf of anyone other than the Board (a "Proxy Contest"),
                including by reason of any agreement intended to avoid or settle
                any Election Contest or Proxy Contest.

        (c)     The consummation of (x) a merger, consolidation or
                reorganization to which the Parent or the Company is a party,
                whether or not the Parent or the Company is the Person surviving
                or resulting therefrom, or (y) a sale, assignment, lease,
                conveyance or other disposition of all or substantially all of
                the assets of the Parent or the Company, in one transaction or a
                series of related transactions, to any Person other than the
                Parent or the Company, where any such transaction or series of
                related transactions as is referred to in clause (x) or clause
                (y) above in this subparagraph (c) (singly or collectively, a
                "Transaction") does not otherwise result in a "Change in
                Control" pursuant to subparagraph (a) of this definition of
                "Change in Control"; provided, however, that no such Transaction
                shall constitute a "Change in Control" under this subparagraph
                (c) if the Persons who were the stockholders of the Parent
                immediately before the consummation of such Transaction are the
                Beneficial Owners (within the meaning of Rule 13d-3 under the
                Exchange Act), immediately following the consummation of such
                Transaction, of fifty percent (50%) or more of the combined
                voting power of the then outstanding voting securities of the
                Person surviving or resulting from any merger, consolidation or
                reorganization referred to in clause (x) above in this
                subparagraph (c) or the Person to whom the assets of the Parent
                or the Company are sold, assigned, leased, conveyed or disposed
                of in any transaction or series of related transactions referred
                in clause (y) above in this subparagraph (c), in substantially
                the same proportions in which such Beneficial Owners held voting
                stock in the Parent immediately before such Transaction.

        (d)     The Parent, the Company or any other Employer voluntarily files
                a petition for bankruptcy under Federal bankruptcy law, or an
                involuntary bankruptcy petition is filed against the Parent, the
                Company or any other Employer under Federal bankruptcy law,
                which involuntary petition is not dismissed within 120 days
                after


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                the filing.

        (e)     The Parent, the Company or any other Employer makes a general
                assignment for the benefit of creditors.

        (f)     The Parent, the Company or any other Employer seeks or consents
                to the appointment of a trustee, receiver, liquidator or similar
                person.

        Notwithstanding the foregoing, no transaction described in subparagraphs
        (a), (b) or (c) shall constitute a "Change in Control" if, in connection
        with such transaction, the Board terminates the Share Purchase Rights
        Plan of the Parent (the "Rights Plan"), amends the Rights Plan to exempt
        such transaction from the application of the Rights Plan, or redeems the
        rights issued under the Rights Plan. With respect to Sections 1.4(d),
        (e) and (f) above, if the event described occurs only with respect to
        one or more Employers (other than the Parent or the Company) and not to
        the Parent or the Company, such event shall be a "Change in Control"
        only with respect to the Participants of that Employer or those
        Employers.

1.5     "Claimant" shall have the meaning set forth in Section 11.1 below.

1.6     "Code" shall mean the Internal Revenue Code of 1986, as amended from
        time to time.

1.7     "Committee" shall mean the administrative committee appointed to manage
        and administer the Plan in accordance with the provisions of Article 10
        below.

1.8     "Company" shall mean Herbalife International of America, Inc., a
        California corporation.

1.9     "Disability" shall mean a period of disability during which a
        Participant qualifies for benefits under the Participant's Employer's
        long-term disability plan (if the Participant participates in such a
        plan), or, if a Participant does not participate in such a plan, a
        period of disability during which the Participant would have qualified
        for benefits under the Employer's long-term disability plan had the
        Participant been a participant in such a plan (determined in the sole
        discretion of the Committee), or, if there is no such plan, as
        determined in the sole discretion of the Committee.

1.10    "Employer" shall mean the Parent, the Company and/or any of their
        subsidiaries that have been selected by the Board to participate in the
        Plan.

1.11    "Employer Benefit" shall mean the benefit set forth in Section 4.2
        below.

1.12    "Employer Death Benefit Account" shall mean the account described in
        Section 8.3(a)(iii).

1.13    "Excluded Stockholder" means (i) the estate of Mark Hughes, (ii) the
        Mark Hughes Family Trust, a living trust which became irrevocable upon
        the death of Mark Hughes on May 21,


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        2000 and/or (iii) any Persons or entities who receive distributions of
        securities of the Parent from the foregoing estate or trust without the
        payment of any consideration.

1.14    "Forfeiture" shall mean a forfeiture of a Participant's rights to
        benefits under this Plan as set forth in Section 3.2 below.

1.15    "Forfeiture Lapse Date" shall mean the date upon which a Participant's
        Retention Benefit is no longer subject to forfeiture in accordance with
        Section 3.1 below.

1.16    "Insurer" shall mean the insurance company or companies that issue one
        or more Policies.

1.17    "Parent" shall mean Herbalife International, Inc., a Nevada corporation.

1.18    "Participant" shall mean any employee of an Employer (a) who is selected
        to participate in the Plan, (b) who elects to participate in the Plan,
        (c) who signs a Plan Agreement and a Beneficiary Designation Form, (d)
        whose signed Plan Agreement and Beneficiary Designation Form are
        accepted by the Committee, and (e) whose Plan Agreement has not
        terminated.

1.19    "Participant's Account" shall mean an account established in accordance
        with Section 8.3(a)(i) below.

1.20    "Person" shall mean a natural person, partnership (whether general or
        limited and whether domestic or foreign), a domestic or foreign limited
        liability company, trust, estate, association, corporation, joint
        venture, unincorporated organization, custodian, governmental or
        regulatory body, agency or authority, nominee or any other individual or
        entity in its own or representative capacity.

1.21    "Plan" shall mean the Herbalife 2001 Executive Retention Plan, which is
        defined by this instrument and by each Plan Agreement, all as may be
        amended from time to time.

1.22    "Plan Agreement" shall mean a written agreement, as may be amended from
        time to time, which is entered into by and between an Employer and a
        Participant. Each Plan Agreement executed by a Participant shall provide
        for the entire benefit to which such Participant is entitled to under
        the Plan, and the Plan Agreement bearing the latest date of acceptance
        by the Committee shall govern such entitlement.

1.23    "Plan Year" shall, for the first Plan Year, begin on March 15, 2001, and
        end on December 31, 2001. For each Plan Year thereafter, the Plan Year
        shall begin on January 1 of each year and continue through December 31
        of that year.

1.24    "Policy" or "Policies" shall mean the insurance policy or policies
        issued in the name of the Trustee in accordance with the terms and
        conditions of this Plan and each respective Plan Agreement.


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1.25    "Retention Benefit" shall mean the benefit set forth in Section 4.1
        below.

1.26    "Retirement," "Retires" or "Retired" shall mean a Participant ceasing to
        be employed by all Employers for any reason other than death or
        Disability on or after a Participant attains (i) age fifty (50) and the
        completion of ten (10) Years of Service, (b) age fifty-five (55) and the
        completion of five (5) Years of Service, or (c) age sixty-five (65),
        whichever is earliest.

1.27    "Termination of Employment" shall mean the ceasing of employment with
        all Employers, voluntarily or involuntarily, for any reason other than
        Retirement, Disability or death. A leave of absence which is authorized
        by the Participant's Employer shall not be deemed to be a Termination of
        Employment under this Plan. Notwithstanding the foregoing, no
        Termination of Employment shall occur merely by reason of the transfer
        of employment of a Participant from an Employer to any Person in which
        Parent controls, directly or indirectly, more than forty percent (40%)
        of the voting power or any subsidiary of the Parent or the Company that
        is not an Employer (the "Non-Participating Entities"). Rather, such a
        Participant's Termination of Employment shall occur on the ceasing of
        the Participant's employment with all Non-Participating Entities and all
        Employers.

1.28    "Trust" shall mean the trust established pursuant to that certain Trust
        Agreement, dated as of March 15, 2001, between the Parent and the
        Trustee, as may be amended from time to time.

1.29    "Trustee" shall mean the trustee named in the Trust and any successor
        trustee.

1.30    "Years of Service" shall mean the total number of years in which a
        Participant has been employed by or in the service of an Employer. For
        purposes of this definition only, a year of employment or service shall
        be a 365 day period (or 366 day period in the case of a leap year) that,
        for the first year of employment, commences on the Participant's date of
        hire (or engagement) and that, for any subsequent year, commences on an
        anniversary of that hiring date.

                                    ARTICLE 2
                      SELECTION, ENROLLMENT AND ELIGIBILITY

2.1     SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
        select group of management and highly compensated employees of the
        Employers. From that group, the Committee shall select, in its sole
        discretion, employees of the Employers to participate in the Plan.

2.2     ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
        employee shall complete, execute and return to the Committee a Plan
        Agreement and a Beneficiary Designation Form. In addition, the
        Committee, in its sole discretion, shall establish from time to time
        such other enrollment requirements as it determines are necessary.


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2.3     ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an employee
        selected to participate in the Plan has met all enrollment requirements
        set forth in this Plan and required by the Committee, that employee
        shall commence participation in the Plan on the date specified by the
        Committee. If a selected employee fails to meet all such requirements
        prior to that date, that employee shall not be eligible to participate
        in the Plan until the completion of those requirements.

                                    ARTICLE 3
                        FORFEITURE LAPSE; ACCOUNT BALANCE

3.1     FORFEITURE LAPSE.

        (a)     GENERAL RULE. Upon commencement of participation, each
                Participant has a Retention Benefit, subject to forfeiture as
                provided in Section 3.2. If a Participant has not Retired, died,
                suffered a Disability or experienced a Termination of Employment
                prior to 90 days prior to a Change in Control, the Participant's
                Retention Benefit shall no longer be subject to forfeiture six
                months after the date of the Change in Control (the "Forfeiture
                Lapse Date").

        (b)     EARLY FORFEITURE LAPSE DATE. If at any time on or after 90 days
                prior to a Change in Control and prior to the Forfeiture Lapse
                Date a Participant Retires, dies, suffers a Disability or
                experiences an involuntarily termination of employment with all
                Employers, the Participant's (or the Participant's Beneficiary's
                in the event of the Participant's death) Retention Benefit shall
                no longer be subject to forfeiture on the later of (i) the date
                of the Change in Control or (ii) the date of such Retirement,
                death, Disability or involuntary termination of employment, and
                such date (rather than six months after the date of the Change
                in Control) shall be considered the "Forfeiture Lapse Date" for
                purposes of this Plan.

3.2     FORFEITURE. Notwithstanding Section 3.1 above, a Participant shall
        forfeit any right to benefits under this Plan if he or she:

        (a)     Retires, dies, suffers a Disability or experiences a Termination
                of Employment prior to 90 days prior to a Change in Control; or

        (b)     Voluntarily terminates his or her employment (other than by
                death, Retirement or Disability) with all of his or her
                Employers at any time on or after 90 days prior to the date of a
                Change in Control and prior to six months after the date of the
                Change in Control.


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3.3     ACCOUNT BALANCE. Within 60 days of the end of each calendar year quarter
        (March 31, June 30, September 30, December 31), each Participant shall
        receive a statement setting forth the balance of his or her
        Participant's Account as of the end of such period.

                                    ARTICLE 4
                                    BENEFITS

4.1     RETENTION BENEFIT.

        (a)     ELIGIBILITY. On the Forfeiture Lapse Date, the "Retention
                Benefit," described in Section 4.1(b), of the Participant or the
                Participant's Beneficiary, as the case may be, the shall no
                longer be subject to forfeiture.

        (b)     BENEFIT AND PAYMENT. The "Retention Benefit" shall be a dollar
                amount that is equal to the Participant's Account as of any
                given date, subject to reduction in accordance with Section 4.3
                below. The Retention Benefit shall be calculated as of the
                payment date and shall be paid to the Participant, or his or her
                Beneficiary, within 90 days of the Forfeiture Lapse Date.

4.2     EMPLOYER BENEFIT.

        (a)     ELIGIBILITY. The Participant's Employer shall be entitled to a
                contingent "Employer Benefit,"described in Section 4.2(b) below,
                if:

                        (i)     A Participant Retires, dies, suffers a
                                Disability or experiences a Termination of
                                Employment prior to 90 days prior to a Change in
                                Control;

                        (ii)    A Participant voluntarily terminates his or her
                                employment (other than by death, Retirement or
                                Disability) with all of his or her Employers at
                                any time on or after 90 days prior to the date
                                of a Change in Control and prior to six months
                                after the date of the Change in Control;

                        (iii)   A Participant becomes entitled to a Retention
                                Benefit, but such benefit is reduced pursuant to
                                Section 4.3 below; or

                        (iv)    There is a positive balance in the Employer
                                Death Benefit Account.

        (b)     BENEFIT AND PAYMENT. The "Employer Benefit" shall be a dollar
                amount that is equal to the Account balance of a Participant who
                forfeits his or her rights to such Participant's Retention
                Benefit, measured as of the date of payment. In the case of
                4.2(a)(iii), the Employer Benefit shall be the amount, if any,
                not paid to the Participant


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                pursuant to Section 4.3. In the case of 4.2(a)(iv), the Employer
                Benefit shall be an amount equal to the Employer Death Benefit
                Account. The Employer Benefit shall be paid to the Participant's
                Employer within 120 days following the event described in
                Section 4.2(a) above.

4.3     GOLDEN PARACHUTE LIMITATION.

        (a)     In the event the Company believes that any portion of any
                payment to be made to a Participant pursuant to this Agreement
                constitutes an "excess parachute payment" (within the meaning of
                Code Section 280G(b)(1)), the Company shall notify the
                Participant and Trustee in writing. If the excise tax imposed
                under Code Section 4999 on such payments would cause the total
                payments to which the Participant would otherwise be entitled
                under this Agreement (after taking into account federal and
                state income and excise taxes) to be less than what such
                Participant would have retained (after taking into account
                federal and state income taxes) had the payments under this
                Agreement been reduced to the highest pre-tax dollar amount that
                could be paid to such Participant without any such payments
                constituting an "excess parachute payment" (the "Maximum Pre-Tax
                Amount Not Subject to Excise Tax"), then the Participant's
                Retention Benefit shall be reduced to the Maximum Pre-Tax Amount
                Not Subject to Excise Tax, and the difference between the amount
                that, but for this Section, would have been paid to the
                Participant and the Maximum Pre-Tax Amount Not Subject to Excise
                Tax shall become the Employer Benefit. For purposes of the
                calculations described above, it shall be assumed that a
                Participant's tax rate will be the maximum marginal federal and
                state income tax rate on earned income, with such maximum
                federal rate to be computed with regard to Code Section 1(g), if
                applicable, unless the Participant informs the Company
                otherwise. In the event that the Participant and the Company are
                unable to agree as to the amount of the reduction described
                above, if any, Participant shall select a law firm or accounting
                firm from among those regularly consulted (during the
                twelve-month period immediately prior to the relevant Change in
                Control) by the Company regarding federal income tax matters
                (the "Determining Firm"), and the Determining Firm shall
                determine the amount of such reduction, if any. Subject to
                Section 4.3(b) below, such determination shall be final and
                binding upon all parties. All costs of such determination shall
                be borne by the Company.

        (b)     As a result of the uncertainty in the application of Sections
                4999 and 280G of the Code, it is possible that (i) the Maximum
                Pre-Tax Amount Not Subject to Excise Tax should have been paid
                and was not (an "Overpayment"), (ii) an amount calculated under
                Section 4.3(b) as the Maximum Pre-Tax Amount Not Subject to
                Excise Tax was paid but the Participant should not have received
                such amount because the total payments to which the Participant
                would otherwise have been entitled under this Agreement (after
                taking into account federal and state income and excise taxes)
                would have been more than what such Participant received (an
                "Erroneous Amount"),


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                or (iii) the amount paid as the Maximum Pre-Tax Amount Not
                Subject to Excise Tax was less than the amount that was the
                actual Maximum Pre-Tax Amount Not Subject to Excise Tax (an
                "Underpayment"). If it can be determined based upon (a) a final
                determination of a court for which all appeals have been taken
                and finally resolved or the time for all appeals has expired, or
                (b) an Internal Revenue Service (the "IRS") proceeding which has
                been finally and conclusively resolved, that an Overpayment has
                been made, such Overpayment shall be deemed for all purposes to
                be a loan to the Participant made on the date the Participant
                received the Overpayment and the Participant shall repay the
                Overpayment to the Company on demand, together with interest on
                the Overpayment at the applicable federal rate (as defined in
                Section 1274(d) of the Code) compounded semi-annually from the
                date of the loan until the date of such repayment; provided
                however, that no Overpayment shall be treated as a loan unless
                the IRS agrees to treat such amount as a loan for all tax
                purposes, including without limitation, the calculation of the
                excise tax under Code Section 4999. If it can be determined
                based upon (x) a final determination of a court for which all
                appeals have been taken and finally resolved or the time for all
                appeals has expired, (y) an IRS proceeding which has been
                finally and conclusively resolved, or (z) a redetermination by
                the Determining Firm or the Company, that an Erroneous Amount or
                Underpayment has occurred, the Company shall pay an amount equal
                to the difference between the amount paid and the amount that
                should have been paid to the Participant within ten (10)
                calendar days of such determination or resolution, together with
                interest on such amount at the applicable federal rate
                compounded semi-annually from the date such amount should have
                been paid to the Participant pursuant to the terms of this Plan
                until the date of payment.

4.4     WITHHOLDING AND PAYROLL TAXES. The Trustee shall withhold from any and
        all benefit payments made under this Article 4, all federal, state and
        local income, employment, excise and other taxes required to be withheld
        in connection with the payment of benefits hereunder, in amounts to be
        determined in the sole discretion of the Participant's Employer.

                                    ARTICLE 5
                                   BENEFICIARY

5.1     BENEFICIARY. Each Participant shall have the right, at any time, to
        designate his or her Beneficiary (both primary as well as contingent) to
        receive any benefits payable under the Plan to a Beneficiary upon the
        death of a Participant.

5.2     BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
        designate his or her Beneficiary by completing and signing the
        Beneficiary Designation Form, and returning it to the Committee or its
        designated agent. A Participant shall have the right to change a
        Beneficiary by completing, signing and otherwise complying with the
        terms of the Beneficiary Designation Form and the Committee's rules and
        procedures, as in effect from time to time.


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        If the Participant names someone other than his or her spouse as a
        Beneficiary, a spousal consent, in the form designated by the Committee,
        must be signed by that Participant's spouse and returned to the
        Committee. Upon the acceptance by the Committee of a new Beneficiary
        Designation Form, all Beneficiary designations previously filed shall be
        cancelled. The Committee shall be entitled to rely on the last
        Beneficiary Designation Form filed by the Participant and accepted by
        the Committee before his or her death.

5.3     ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
        shall be effective until received, accepted and acknowledged in writing
        by the Committee or its designated agent.

5.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
        Beneficiary as provided in Sections 5.1, 5.2 and 5.3 above or, if all
        designated Beneficiaries predecease the Participant or die prior to
        complete distribution of the Participant's benefits, then the
        Participant's designated Beneficiary shall be deemed to be his or her
        surviving spouse. If the Participant has no surviving spouse, the
        benefits remaining under the Plan shall be paid to the Participant's
        issue upon the principle of representation, and if there is no such
        issue, to the executor or personal representative of the Participant's
        estate.

5.5     DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
        Beneficiary to receive payments pursuant to this Plan, the Committee
        shall have the right, exercisable in its discretion, before a Change in
        Control, to cause the Trustee to withhold such payments until this
        matter is resolved to the Committee's satisfaction.

5.6     DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
        Beneficiary shall fully and completely discharge all Employers and the
        Committee from all further obligations under this Plan with respect to
        the Participant, and that Participant's Plan Agreement shall terminate
        upon such full payment of benefits.

                                    ARTICLE 6
                            TERMINATION, AMENDMENT OR
                            MODIFICATION OF THE PLAN

6.1     TERMINATION, AMENDMENT OR MODIFICATION PRIOR TO ONE YEAR BEFORE CHANGE
        IN CONTROL. Prior to one year before a Change in Control, each Employer
        reserves the right to terminate, amend or modify the Plan or any related
        Plan Agreement, in whole or in part, with respect to Participants whose
        services are retained by that Employer. Notwithstanding the foregoing,
        no termination, amendment or modification shall be effective to decrease
        or reduce a Participant's potential benefits under this Plan below the
        balance in his or her Participant's Account as of the effective date of
        the termination, amendment or modification, adjusted for investment
        gains and losses thereon.


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6.2     TERMINATION, AMENDMENT OR MODIFICATION WITHIN ONE YEAR BEFORE CHANGE IN
        CONTROL OR FOLLOWING CHANGE IN CONTROL. Within one year before a Change
        in Control and thereafter, neither the Parent, the Company, any
        subsidiary of the Parent or the Company nor any corporation, trust or
        other Person that succeeds to all or any substantial portion of the
        assets of the Parent or the Company shall have the right to terminate,
        amend or modify the Plan and/or any Plan Agreement in effect prior to
        such Change in Control, and all benefits under the Plan and any such
        Plan Agreement shall thereafter be paid in accordance with the terms of
        the Plan and such Plan Agreement, as in effect immediately prior to such
        Change in Control. If the Plan is terminated, amended, or modified
        within one year before the Change in Control, such termination,
        amendment or modification shall be considered void as of the date of the
        termination, amendment or modification. Any provision of this Plan or
        any Plan Agreement to the contrary shall be construed in accordance with
        this Section 6.2(a).

6.3     TERMINATION OF PLAN AGREEMENT. Absent the earlier termination,
        modification or amendment of the Plan, or a Participant's forfeiture of
        his or her benefits under this Plan, the Plan Agreement of any
        Participant shall terminate upon the full payment of the applicable
        benefit provided under Article 4.

                                    ARTICLE 7
                          OTHER BENEFITS AND AGREEMENTS

7.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
        Participant and Participant's Beneficiary under the Plan are in addition
        to any other benefits available to such Participant under any other plan
        or program for employees. The Plan shall supplement and shall not
        supersede, modify or amend any other such plan or program except as may
        otherwise be expressly provided.

                                    ARTICLE 8
                                      TRUST

8.1     ESTABLISHMENT OF THE TRUST; PREMIUMS. The Employers shall establish the
        Trust and shall at least annually transfer over to the Trust such assets
        as the Committee determines in its sole and absolute discretion. If
        directed by the Committee, the Employers shall pay any and all Policy
        premiums and other costs directly to the Insurer. In addition, if the
        Trust incurs any tax liability, the Employers shall contribute to the
        Trust sufficient funds to allow the Trustee to pay any such tax
        liability.

8.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
        and each Plan Agreement shall govern the rights of a Participant to
        receive distributions pursuant to the Plan. The provisions of the Trust
        shall govern the rights of the Trustee, Participant and a Participant's
        Beneficiary as to the assets of the Trust. The Employers shall at all
        times remain


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<PAGE>   13
        liable to carry out their obligations under the Plan. The Employers and
        the Company shall cooperate with each other as is necessary to minimize
        the Trust's tax liability.

8.3     ACCOUNTS.

        (a)     The Trustee shall establish and maintain the following separate
                accounts:

                (i)     A "Participant's Account" for each Participant, to which
                        the Employers' contributions, or a portion thereof, and
                        earnings thereon shall be allocated, and the amount of
                        such Participant's Account (which can be expressed in
                        dollar terms or as an undivided percentage of the entire
                        Trust corpus) shall be used to calculate the Retention
                        Benefit or the Employer Benefit in accordance with this
                        Plan and the Trust; and

                (ii)    An "Administrative Account" for the administrative
                        expenses of the Trust to which a portion of the
                        Employers' contributions and earnings thereon may be
                        allocated to and held, the assets of which are to be
                        used to pay the administrative expenses, including all
                        taxes, of the Trust in accordance with the terms and
                        provisions of this Plan and the Trust.

                (iii)   A "Employer Death Benefit Account" to which shall be
                        allocated the amount described in this subsection. In
                        the event of the death of an insured who is insured by a
                        Policy, the excess of (a) the death benefit received
                        from such Policy over (b) the cash surrender value of
                        such Policy as of the date immediately preceding the
                        death of the insured, shall be allocated to the Employer
                        Death Benefit Account. Such amount shall be distributed
                        as an Employer Benefit pursuant to Section 4.2(b).

        (b)     Prior to the date that is 90 days prior to a Change in Control,
                the Committee shall direct the Trustee in writing as to the
                allocation of the Employers' contributions, and earnings of the
                Trust, to the accounts described in Section 8.3(a)(i) & (ii)
                above as of the end of a calendar year quarter (March 31, June
                30, September 30, December 31) as soon as practicable after the
                end of such calendar year quarter. After a Change in Control,
                the Trustee shall use the allocation set forth in the last
                quarterly statement received from the Committee prior to the
                date that is 90 days prior to a Change in Control, and shall
                allocate any change in the value of the assets in the Trust
                among the accounts based on the percentage interest in the
                assets of the Trust that each account had as of the date of such
                written statement, based on the fair market value of the assets
                in the Trust on the date of such written statement.

        (c)     Each of the accounts described in Section 8.3(a) above shall
                qualify for and be treated as separate shares under Code Section
                663(c).


                                      -12-


<PAGE>   14
                                    ARTICLE 9
                               INSURANCE POLICIES

9.1     POLICIES. The Committee may direct the Trustee in writing to acquire one
        or more Policies in the Trustee's name. Such direction shall include the
        Insurer, type of contract and amount. The Trustee shall be the sole and
        absolute owner and beneficiary of each Policy, with all rights of an
        owner and beneficiary, including without limitation, the right to
        surrender Policies for their cash surrender values and to take one or
        more loans against one or more Policies. Notwithstanding the foregoing,
        the Trustee shall exercise its ownership rights in each Policy only in
        accordance with the terms of this Plan, the respective Plan Agreements
        and the Trust.

9.2     DOCUMENTS REQUIRED BY INSURER. The Trustee, the Participant's Employer
        and the Participant shall sign such documents and provided such
        information as may be required from time to time by the Insurer.

                                   ARTICLE 10
                                 ADMINISTRATION

10.1    COMMITTEE DUTIES. This Plan shall be administered by a Committee which
        shall consist of persons approved by the Board. Members of the Committee
        may be Participants under this Plan. The Committee shall also have the
        discretion and authority to direct the Trustee prior to a Change in
        Control with regard to any Plan matter, make, amend, interpret, and
        enforce all appropriate rules and regulations for the administration of
        this Plan and decide or resolve any and all questions including
        interpretations of this Plan, as may arise in connection with the Plan.

10.2    AGENTS. In the administration of this Plan, the Committee may, from time
        to time, employ agents and delegate to them such administrative duties
        as it sees fit and may from time to time consult with counsel who may be
        counsel to any Employer.

10.3    BINDING EFFECT OF DECISIONS. The decision or action of the Committee
        with respect to any question arising out of or in connection with the
        administration, interpretation and application of the Plan and the rules
        and regulations promulgated hereunder shall be final and conclusive and
        binding upon all persons having any interest in the Plan.

10.4    INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
        the members of the Committee against any and all claims, losses,
        damages, expenses or liabilities arising from any action or failure to
        act with respect to this Plan, except in the case of willful misconduct
        by the Committee or any of its members.

10.5    EMPLOYER INFORMATION. To enable the Committee to perform its functions,
        each Employer shall supply full and timely information to the Committee
        on all matters relating to the


                                      -13-


<PAGE>   15
        compensation of its Participants, the date and circumstances of the
        Retirement, Disability, death or Termination of Employment of its
        Participants, and such other pertinent information as the Committee may
        reasonably require.

                                   ARTICLE 11
                                CLAIMS PROCEDURES

11.1    PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
        Participant (such Participant or Beneficiary being referred to below as
        a "Claimant") may deliver to the Committee a written claim for a
        determination with respect to the amounts distributable to such Claimant
        from the Plan. If such a claim relates to the contents of a notice
        received by the Claimant, the claim must be made within 60 days after
        such notice was received by the Claimant. All other claims must be made
        within 180 days of the date on which the event that caused the claim to
        arise occurred. The claim must state with particularity the
        determination desired by the Claimant.

11.2    NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
        claim within 60 days of receipt of that claim, and shall notify the
        Claimant in writing:

        (a)     that the Claimant's requested determination has been made, and
                that the claim has been allowed in full; or

        (b)     that the Committee has reached a conclusion contrary, in whole
                or in part, to the Claimant's requested determination, and such
                notice must set forth in a manner calculated to be understood by
                the Claimant:

                (i)     the specific reason(s) for the denial of the claim, or
                        any part of it;

                (ii)    the specific reference(s) to pertinent provisions of the
                        Plan upon which such denial was based;

                (iii)   a description of any additional material or information
                        necessary for the Claimant to perfect the claim, and an
                        explanation of why such material or information is
                        necessary; and

                (iv)    an explanation of the claim review procedure set forth
                        in Section 11.3 below.

11.3    REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
        the Committee that a claim has been denied, in whole or in part, a
        Claimant (or the Claimant's duly authorized representative) may file
        with the Committee a written request for a review of the denial of the
        claim. Thereafter, but not later than 30 days after the review procedure
        began, the Claimant (or the Claimant's duly authorized representative):


                                      -14-


<PAGE>   16
        (a)     may review pertinent documents;

        (b)     may submit written comments or other documents; and/or

        (c)     may request a hearing, which the Committee, in its sole
                discretion, may grant.

11.4    DECISION ON REVIEW. The Committee shall render its decision on review
        promptly, and not later than 60 days after the filing of a written
        request for review of the denial, unless a hearing is held or other
        special circumstances require additional time, in which case the
        Committee's decision must be rendered within 120 days after such date.
        Such decision must be written in a manner calculated to be understood by
        the Claimant, and it must contain:

        (a)     specific reasons for the decision;

        (b)     specific reference(s) to the pertinent Plan provisions upon
                which the decision was based; and

        (c)     such other matters as the Committee deems relevant.

11.5    LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
        this Article 11 is a mandatory prerequisite to a Claimant's right to
        commence any arbitration under Section 11.6 with respect to any claim
        for benefits under this Plan.

11.6    ARBITRATION. Any claim or controversy between the parties which the
        parties are unable to resolve themselves, including any claim arising
        out of a Participant's employment or the termination of that employment,
        and including any claim arising out of, connected with, or related to
        the formation, interpretation, performance or breach of any provision of
        this Plan, and any claim or dispute as to whether a claim is subject to
        arbitration, shall be submitted to and resolved exclusively by expedited
        arbitration by a single arbitrator in accordance with the following
        procedures:

        (a)     In the event of a claim or controversy subject to this
                arbitration provision, the complaining party shall promptly send
                written notice to the other party identifying the matter in
                dispute and the proposed remedy. Following the giving of such
                notice, the parties shall meet and attempt in good faith to
                resolve the matter. In the event the parties are unable to
                resolve the matter within 21 days, the parties shall meet and
                attempt in good faith to select a single arbitrator acceptable
                to both parties. If a single arbitrator is not selected by
                mutual consent within 10 business days following the giving of
                the written notice of dispute, an arbitrator shall be selected
                from a list of nine persons each of whom shall be an attorney
                who is either engaged in the active practice of law or a
                recognized arbitrator and who, in either event, is experienced
                in serving as an arbitrator in disputes between employers and
                employees, which list shall be provided by the main Los Angeles
                office of the American Arbitration Association ("AAA") or of the
                Federal Mediation and Conciliation Service. If, within three


                                      -15-


<PAGE>   17
                business days of the parties' receipt of such list, the parties
                are unable to agree upon an arbitrator from the list, then the
                parties shall each strike names alternatively from the list,
                with the first to strike being determined by the flip of a coin.
                After each party has had four strikes, the remaining name on the
                list shall be the arbitrator. If such person is unable to serve
                for any reason, the parties shall repeat this process until an
                arbitrator is selected.

        (b)     Unless the parties agree otherwise, within 60 days of the
                selection of the arbitrator, a hearing shall be conducted before
                such arbitrator at a time and a place in Los Angeles County
                agreed upon by the parties. In the event the parties are unable
                to agree upon the time or place of the arbitration, the time and
                place within Los Angeles County shall be designated by the
                arbitrator after consultation with the parties. Within 30 days
                of the conclusion of the arbitration hearing, the arbitrator
                shall issue an award, accompanied by a written decision
                explaining the basis for the arbitrator's award.

        (c)     In any arbitration hereunder, the Company shall pay all
                administrative fees of the arbitration and all fees of the
                arbitrator, except that the Participant or Beneficiary may, if
                he wishes, pay up to one-half of those amounts. Each party shall
                pay its own attorneys' fees, costs, and expenses, unless the
                arbitrator orders otherwise. The prevailing party in such
                arbitration, as determined by the arbitrator, and in any
                enforcement or other court proceedings, shall be entitled, to
                the extent permitted by law, to reimbursement from the other
                party for all of the prevailing party's costs (including but not
                limited to the arbitrator's compensation), expenses, and
                attorneys' fees. The arbitrator shall have no authority to add
                to or to modify this Plan, shall apply all applicable law, and
                shall have no lesser and no greater remedial authority than
                would a court of law resolving the same claim or controversy.
                The arbitrator shall, upon an appropriate motion, dismiss any
                claim without an evidentiary hearing if the party bringing the
                motion establishes that it would be entitled to summary
                judgement if the matter had been pursued in court litigation.
                The parties shall be entitled to reasonable discovery subject to
                the discretion of the arbitrator.

        (d)     The decision of the arbitrator shall be final, binding, and
                non-appealable, and may be enforced as a final judgment in any
                court of competent jurisdiction.

        (e)     This arbitration provision of the Plan shall extend to claims
                against any parent, subsidiary, or affiliate of each party, and,
                when acting within such capacity, any officer, director,
                shareholder, Participant, Beneficiary, or agent of each party,
                or of any of the above, and shall apply as well to claims
                arising out of state and federal statutes and local ordinances
                as well as to claims arising under the common law or under this
                Plan.


                                      -16-


<PAGE>   18
        (f)     Notwithstanding the foregoing, and unless otherwise agreed
                between the parties, either party may, in an appropriate matter,
                apply to a court for provisional relief, including a temporary
                restraining order or preliminary injunction, on the ground that
                the arbitration award to which the applicant may be entitled may
                be rendered ineffectual without provisional relief.

        (g)     Any arbitration hereunder shall be conducted in accordance with
                the employment rules and procedures of the AAA then in effect;
                provided, however, that, in the event of any inconsistency
                between the rules and procedures of the AAA and the terms of
                this Plan, the terms of this Plan shall prevail.

        (h)     If any of the provisions of this Section 11.6 are determined to
                be unlawful or otherwise unenforceable, in whole or in part,
                such determination shall not affect the validity of the
                remainder of this Section 11.6, and this Section 11.6 shall be
                reformed to the extent necessary to carry out its provisions to
                the greatest extent possible and to insure that the resolution
                of all conflicts between the parties, including those arising
                out of statutory claims, shall be resolved by neutral, binding
                arbitration. If a court should find that the provisions of this
                Section 11.6 are not absolutely binding, then the parties intend
                any arbitration decision and award to be fully admissible in
                evidence in any subsequent action, given great weight by any
                finder of fact, and treated as determinative to the maximum
                extent permitted by law.

                                   ARTICLE 12
                                  MISCELLANEOUS

12.1    UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
        successors and assigns shall have no legal or equitable rights, interest
        or claims in any property or assets of an Employer. Any and all of an
        Employer's assets shall be, and remain, the general, unpledged and
        unrestricted assets of the Employer. An Employer's obligation under the
        Plan shall be merely that of an unfunded and unsecured promise to pay
        money in the future.

12.2    EMPLOYER'S LIABILITY. An Employer's liability for the payment of
        benefits shall be defined only by the Plan and the Plan Agreement, as
        entered into between the Employer and a Participant. An Employer shall
        have no obligation to a Participant under the Plan except as expressly
        provided in the Plan and his or her Plan Agreement.

12.3    NONASSIGNABILITY. Neither a Participant nor any other person shall have
        any right to commute, sell, assign, transfer, pledge, anticipate,
        mortgage or otherwise encumber, transfer, hypothecate or convey in
        advance of actual receipt, the amounts, if any, payable hereunder, or
        any part thereof, which are, and all rights to which are expressly
        declared to be unassignable and non-transferable, except that the
        foregoing shall not apply to any family support obligations set forth in
        a court order. No part of the amounts payable shall, prior to actual
        payment, be subject to seizure or sequestration for the payment of any
        debts,


                                      -17-


<PAGE>   19
        judgments, alimony or separate maintenance owed by a Participant or any
        other person, nor be transferable by operation of law in the event of a
        Participant's or any other person's bankruptcy or insolvency.

12.4    NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
        shall not be deemed to constitute a contract of employment between any
        Employer and the Participant. Such employment is hereby acknowledged to
        be an "at will" employment relationship that can be terminated at any
        time for any reason, with or without cause, unless expressly provided in
        a written employment agreement. Nothing in this Plan shall be deemed to
        give a Participant the right to be employed in the service of any
        Employer, or to interfere with the right of any Employer to discipline
        or discharge the Participant at any time.

12.5    FURNISHING INFORMATION. A Participant will cooperate with the Committee
        by furnishing any and all information requested by the Committee and
        take such other actions as may be requested in order to facilitate the
        administration of the Plan and the payments of benefits hereunder,
        including but not limited to taking such physical examinations as the
        Committee may deem necessary.

12.6    TERMS. Whenever any words are used herein in the singular or in the
        plural, they shall be construed as though they were used in the plural
        or the singular, as the case may be, in all cases where they would so
        apply.

12.7    CAPTIONS. The captions of the articles, sections and paragraphs of this
        Plan are for convenience only and shall not control or affect the
        meaning or construction of any of its provisions.

12.8    GOVERNING LAW. The provisions of this Plan shall be construed and
        interpreted according to the laws of the State of California, without
        regard to principles of conflict of laws.

12.9    VALIDITY. In case any provision of this Plan shall be illegal or invalid
        for any reason, said illegality or invalidity shall not affect the
        remaining parts hereof, but this Plan shall be construed and enforced as
        if such illegal and invalid provision had never been inserted herein.

12.10   NOTICE. Any notice or filing required or permitted to be given to the
        Committee under this Plan shall be sufficient if in writing and
        hand-delivered, or sent by registered or certified mail, to the address
        below:

               Herbalife International, Inc.
               Post Office Box 80210
               Los Angeles, CA 90080-0210
               Attention: Senior Vice President, Human Resources


                                      -18-


<PAGE>   20
        Such notice shall be deemed given as of the date of delivery or, if
        delivery is made by mail, as of the date shown on the postmark on the
        receipt for registration or certification.

        Any notice or filing required or permitted to be given to a Participant
        under this Plan shall be sufficient if in writing and hand-delivered, or
        sent by mail, to the last known address of the Participant.

12.11   SUCCESSORS. The provisions of this Plan shall bind and inure to the
        benefit of the Participant's Employer and its successors and assigns and
        the Participant, the Participant's Beneficiaries, and their permitted
        successors and assigns.

12.12   SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of
        a Participant who has predeceased the Participant shall automatically
        pass to the Participant and shall not be transferable by such spouse in
        any manner, including but not limited to such spouse's will, nor shall
        such interest pass under the laws of intestate succession.

12.13   INCOMPETENT. If the Committee determines in its discretion that a
        benefit under this Plan is to be paid to a minor, a person declared
        incompetent or to a person incapable of handling the disposition of that
        person's property, the Committee may direct payment of such benefit to
        the guardian, legal representative or person having the care and custody
        of such minor, incompetent or incapable person. The Committee may
        require proof of minority, incompetency, incapacity or guardianship, as
        it may deem appropriate prior to distribution of the benefit. Any
        payment of a benefit shall be a payment for the account of the
        Participant and the Participant's Beneficiary, as the case may be, and
        shall be a complete discharge of any liability under the Plan for such
        payment amount.

12.14   DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
        portion of a Participant's benefit under this Plan becomes taxable to
        the Participant prior to the Forfeiture Lapse Date, a Participant may
        petition the Committee, if prior to a Change in Control, or the Trustee,
        after a Change in Control, for a distribution of assets sufficient to
        meet the Participant's tax liability (including additions to tax,
        penalties and interest). Upon the grant of such a petition, which grant
        shall not be unreasonably withheld, the Trustee shall distribute to the
        Participant from the Trust immediately available funds in an amount
        equal to that Participant's federal, state and local tax liability
        associated with such taxation, which liability shall be measured by
        using that Participant's then current highest federal, state and local
        marginal tax rate, plus the rates or amounts for the applicable
        additions to tax, penalties and interest. If the petition is granted,
        the tax liability distribution shall be made within 90 days of the date
        when the Participant's petition is granted.

12.15   LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Parent and the
        Company are aware that upon the occurrence of a Change in Control, the
        Board (which might then be composed of new members) or a shareholder of
        the Parent or the Company, or of any successor corporation might then
        cause or attempt to cause the Parent or the Company or


                                      -19-


<PAGE>   21
        such successor to refuse to comply with its obligations under the Plan
        and might cause or attempt to cause the Parent or the Company to
        institute, or may institute, arbitration or litigation seeking to deny
        Participants the benefits intended under the Plan. In these
        circumstances, the purpose of the Plan could be frustrated. Accordingly,
        if, following a Change in Control, it should appear to any Participant
        that the Parent, the Company or the Committee has failed to comply with
        any of its obligations under the Plan or any agreement thereunder or, if
        the Parent, the Company or any other person takes any action to declare
        the Plan or the Trust void or unenforceable or institutes any
        arbitration, litigation or other legal action designed to deny, diminish
        or to recover from any Participant or Beneficiary the benefits intended
        to be provided, including without limitation the assets in the Trust,
        then the Parent and the Company irrevocably authorize such person to
        retain counsel of his or her choice at the expense of the Parent and the
        Company to represent such person in connection with the initiation or
        defense of any arbitration, litigation or other legal action, whether by
        or against the Parent, the Company, the Committee, or any director,
        officer, shareholder or other person affiliated with the Parent, the
        Company or any successor thereto in any jurisdiction.


                                      -20-


<PAGE>   22
               IN WITNESS WHEREOF the Parent and the Company have signed this
Plan document as of March 15, 2001.

                               HERBALIFE INTERNATIONAL, INC.,
                               a Nevada corporation

                               By: /s/  TIMOTHY B. GERRITY
                                  -------------------------------------
                                    Its: EVP-CFO
                                        -------------------------------

                               HERBALIFE INTERNATIONAL OF AMERICA, INC.,
                               a California corporation

                               By: /s/ JOHN W. PRICE
                                  -------------------------------------
                                    Its: SVP
                                        -------------------------------


                                      -21-