Deferred Compensation Plan NSI 2004 10-K Exhibit 10.35





DEFERRED COMPENSATION PLAN

(New Participant Form) 



        THIS
DEFERRED COMPENSATION PLAN (hereinafter referred to as “Plan”) is entered into
effective this ____ day of ____, 19__, by and between NU SKIN INTERNATIONAL, INC., a Utah
corporation, hereinafter called “Company” and by [Name of Employee], hereinafter
called “Employee.” 



WITNESSETH: 



        FOR
AND IN CONSIDERATION of the mutual covenants, promises and conditions herein contained,
the parties agree as follows: 



         1.       
          TERM OF PLAN. This Plan shall become effective as of the above date and shall
          remain in effect until the entire amount of the Deferred Compensation Trust
          (hereinafter referred to as “Compensation Trust”) has been distributed
          to the Employee or his designated beneficiary, or forfeited to the Company
          pursuant to the terms of this Plan. Employee hereby accepts this Plan and agrees
          to serve at the discretion of the Company and to devote his full time and
          talents to the business conducted by the Company. 



         2.       
          OTHER AGREEMENTS, SUPERSEDURE. This Plan shall not supersede any other contract
          of employment, whether written or oral, between the Company and Employee.
          However, any article or clause of any other contract which may be in conflict
          with this Plan shall be deemed amended by this Plan as herein provided. 



         3.       
          COMPENSATION ACCOUNTS AND TRUST. Upon the execution of this Plan, the Company
          will establish an Account on the Company’s books for the benefit of
          Employee (the “Compensation Account”). The Compensation Account will
          contain two sub-accounts; the “Employee Compensation Sub-Account” and
          the “Company Compensation Sub-Account.” In addition, the Company shall
          establish the Compensation Trust to facilitate the performance of its deferred
          compensation obligation. The Compensation Trust may be amended as convenient or
          required to permit the inclusion therein of plans similar to the Plan as a
          “Plan” as defined in the Compensation Trust agreement. 



         4.       
          EMPLOYEE CONTRIBUTIONS. Prior to the beginning of each fiscal year of the
          Company during which the Employee is employed, the Employee may elect to defer a
          portion of the compensation to be paid to the Employee for the coming year
          (“Employee Contribution”). The Employee Contribution shall be credited
          by the Company to the Employee Compensation Sub-Account at the times at which
          the compensation would have been paid except for the deferral election (i.e., if
          the Employee elects to defer a portion of his normal bi-weekly compensation then
          the deferred portion shall be credited to the Employee Compensation Sub-Account
          on a bi-weekly basis). For purposes of the fiscal year in which this Plan is
          first implemented, the election by the Employee shall be made within thirty (30)
          days after this Plan is effective. 



         5.       
          COMPANY CONTRIBUTIONS. Until this Plan is terminated as provided for herein, the
          Company will make a contribution (“Company Contributions”) to the
          Company Compensation Sub-Account, subject to and based upon the continued
          profitability of the Company and the continued employment and performance of the
          Employee, which Company Contributions shall be as follows: On or before the end
          of each fiscal year of the Company during which the Employee works, the Board of
          Directors of the Company shall determine in their sole discretion an amount to
          be credited to the Company Compensation Sub-Account for the fiscal year, which
          amount shall not be less than ten percent (10%) of the Base Salary of the
          Employee for the fiscal year, determined prior to the deferral of any
          compensation pursuant to this Plan, and exclusive of all bonuses, commissions
          and other compensation paid to the Employee. For purposes of this paragraph 5,
          there shall be included as a year in which the Employee works, any year in which
          the Employee is on leave of absence from the Company and is serving as a
          full-time missionary for any legally recognized ecclesiastical organization, and
          there shall be credited to the Company Compensation Sub-Account for any such
          year an amount not less than ten percent (10%) of the Base Salary of the
          Employee for the most recent preceding fiscal year in which the Employee was
          employed throughout the year by the Company. 





        For
all purposes of this Agreement, the term Company Contributions will include all
contributions to the Company Compensation Sub-Account by the Company or by any Affiliate
of the Company. Further, the term Base Salary shall include the Base Salary received by
Employee from the Company or by an Affiliate of the Company. An Affiliate of the Company
is a company that directly or indirectly, through one or more intermediaries, controls, or
is controlled by, or is under common control with the Company. 



         6.       
          CONTRIBUTIONS TO COMPENSATION TRUST. On at least an annual basis, the amount in
          the Compensation Account shall be contributed to the Compensation Trust. 



         7.       
          ACCOUNTING. At the end of each fiscal year the Company shall notify the Employee
          in writing as to the amount, if any, that has been credited to the Employee
          Compensation Sub-Account, the Company Compensation Sub-Account and contributed
          to the Compensation Trust for the past fiscal year and the total amount held in
          the Compensation Trust for the benefit of the Employee with the earnings
          thereon. The accounting shall specify the vested portion of amounts held
          pursuant to the Plan. 



         8.       
          NATURE OF COMPANY’S OBLIGATION. The Company’s obligations under this
          Plan shall be an unfunded and unsecured promise to pay. The Company shall not be
          obligated under any circumstances to fund its financial obligations under this
          Plan. Any assets which the Company may acquire to help cover its financial
          liabilities are and remain general assets of the Company subject to the claims
          of its creditors. Neither the Company nor the Plan created hereby gives the
          Employee any beneficial ownership interest in any asset of the Company. All
          rights of ownership in any such assets are and remain in the Company. All assets
          in the Compensation Account and in the Compensation Trust shall always be deemed
          to be assets of the Company subject to the general creditors of the Company. The
          Employee shall have no vested right in the Compensation Account or the
          Compensation Trust. The assets in the Compensation Account and Compensation
          Trust shall be held pursuant to this Plan and shall remain the sole and
          exclusive property of the Company and shall be subject to corporate general
          creditors. 



         9.       
          EMPLOYEE RIGHT TO ASSETS. 



             a.       
          The rights of the Employee, any Designated Beneficiary of the Employee, or any
          other person claiming through the Employee under this Plan, shall be solely
          those of an unsecured general creditor of the Company. The Employee, the
          Designated Beneficiary of the Employee, or any other person claiming through the
          Employee, shall have the right to receive those payments specified under this
          Plan only from the Company, and has no right to look to any specific or special
          property separate from the Company to satisfy a claim for benefit payments,
          including but not limited to the Compensation Trust. 



             b.       
          The Employee agrees that he, his Designated Beneficiary, or any other person
          claiming through him shall have no rights or beneficial ownership interest
          whatsoever in any general asset that the Company may acquire or use to help
          support its financial obligations under this Plan, including but not limited to
          the Compensation Trust. Any such general asset used or acquired by the Company
          in connection with the liabilities it has assumed under this Plan, shall not be
          deemed to be held under any trust for the benefit of the Employee or his
          Designated Beneficiary. Nor shall any such general asset be considered security
          for the performance of the obligations of the Company. Any such asset shall
          remain a general, unpledged, and unrestricted asset of the Company. 





             c.       
          The Employee also understands and agrees that his participation in the
          acquisition of any such general asset for the Company shall not constitute a
          representation to the Employee, his Designated Beneficiary, or any person
          claiming through the Employee that any of them has a special or beneficial
          interest in such general asset. 



         10.       
          RETIREMENT BENEFITS. At such time as Employee terminates employment with the
          Company (which time shall hereafter be referred to as “Retirement
          Date”) the Company will pay a deferred compensation benefit
          (“Retirement Benefit”) to Employee. The amount of the Retirement
          Benefit shall be equal to the vested portion of the amount contributed to the
          Compensation Trust from the Compensation Account together with any earnings
          thereon as of the Retirement Date of the Employee. The Retirement Benefit shall
          be paid to Employee in 60 equal monthly installments, with the first payment
          commencing 30 days after the Employee reaches his Retirement Date. The Company
          may, in its discretion, accelerate any payments to the Employee and may
          accelerate vesting of the benefits under the plan. In addition, the Company in
          its discretion may pay the Retirement Benefit prior to termination of
          Employee’s employment with the Company. The Company may, in its discretion,
          accelerate any payments to the Employee and may accelerate vesting of the
          benefits under the plan. 



         11.       
          DISABILITY BENEFITS. If it is determined using social security standards that
          the Employee is permanently and totally disabled and unable to continue to
          perform his duties in the Company, and on the express condition that the
          Employee has satisfied all of the covenants, conditions and promises contained
          in this Plan (to the extent applicable) the Company shall pay to the Employee
          the vested portion of the amount contributed to the Compensation Trust from the
          Compensation Account together with any earnings thereon as of the date that
          disability is determined (“Disability Benefit”). The Disability
          Benefit shall be paid to the Employee in 60 equal monthly installments to
          commence 30 days after disability is established to the satisfaction of the
          Company. The Company may, in its discretion, accelerate any payments to the
          Employee and may accelerate vesting of the benefits under the plan. 



         12.       
          DEATH BENEFITS. 



             a.       
          Pre-retirement death benefit. Upon the death of Employee prior to his Retirement
          Date, a Death Benefit shall be paid to Employee’s estate (or his designated
          beneficiary) in an amount equal to sum of the following (“Death
          Benefit”): 



                 (i)       
          The amount contributed to the Compensation Trust from the Employee Compensation
          Sub-Account together with any earnings thereon as of the date of the
          Employee’s death; and 



                 (ii)       
          the greater of (a) the vested portion of the amount contributed to the
          Compensation Trust from the Compensation Account together with any earnings
          thereon as of the date of the Employee’s death; or (b) an amount equal to
          five times the average of the Employee’s Base Salary for the three most
          recent years. The Death Benefit shall be paid in 60 equal monthly installments
          to commence 30 days after the death of Employee. The Company may, in its
          discretion, accelerate any payments due and may accelerate vesting of the
          benefits under the plan. 



             b.       
          Post-retirement death benefit. If Employee dies after his Retirement Date, the
          Employee’s estate (or his designated beneficiary) shall be entitled to
          receive the remaining unpaid vested portion of the Retirement Benefit. The
          remaining Retirement Benefit shall be paid to the Employee’s estate (or his
          Designated Beneficiary) on the same basis as it was being paid to the Employee
          as of Employee’s Retirement Date. The Company may, in its discretion,
          accelerate any payments due and may accelerate vesting of the benefits under the
          plan. 











             c.       
          For the purposes of this Section 12, the Employee shall be deemed employed by
          the Company at any time during which the Employee is on leave of absence from
          the Company and is serving as a full-time missionary for any legally recognized
          ecclesiastical organization, at the Base Salary of the employee in effect
          immediately prior to the commencement of such leave of absence. 



         13.       
          VESTING. Employee’s right to receive the Benefits hereunder shall vest as
          follows: 



             1.       
          The Employee shall be 100% vested in all amounts contributed to the Employee
          Compensation Sub-Account. 



             2.       
          The Employee shall vest 100% in amounts contributed to the Company Compensation
          Sub-Account if the Employee has been continuously employed with the Company from
          the date of the Plan until the earlier of the following events: 



                 (a)       
          The Employee attains 60 years of age; or 



                 (b)       
          The Employee has been continuously employed by the Company for a period of
          twenty (20) years. 



                 (c)       
          The Employee’s death or disability as defined in the Plan. 



             3.       
          No amounts contributed to the Company Compensation Sub-Account shall vest unless
          the employee has been continuously employed by the Company from the date of the
          Plan until the events specified in paragraph 13.2 above. 



             4.       
          Notwithstanding paragraphs 13.1, 13.2 and 13.3 above, Employee shall forfeit all
          benefits accruing under this Plan if at any time during his employment with the
          Company, Employee (1) directly or indirectly enters into the employment of or
          owns any interest in any other company, business or corporation which competes
          directly or indirectly with the business of the Company, or (2) the Employee
          allows the association of his name with or renders any service or assistance or
          advice, whether or not for consideration, to any other corporation, company or
          business which company, business or corporation is in competition with the
          Company. 



             5.       
          For purposes of this paragraph 13, there shall be included in the time the
          Employee is deemed continuously employed by the Company any time in which the
          Employee is on leave of absence from the Company and is serving as a full-time
          missionary for any legally recognized ecclesiastical organization. 



         14.       
          NATURE OF BENEFITS. It is expressly understood that when Benefits provided for
          herein are payable, they are payable on account of the past services of Employee
          and are not payable on account of services to be rendered after the date the
          Employee retires or terminates. Further, all amounts to be paid hereunder do not
          depend on Employee serving as a consultant or the Employee serving in any
          capacity for the Company after the Employee’s Retirement. Benefits payable
          hereunder are specifically meant to be paid upon the termination, retirement,
          death or disability of the Employee as deferred compensation. 










         15.       
          INVESTMENT DISCRETION. All amounts contributed to the Contribution Account under
          this Plan, and any and all earnings thereon may be invested or utilized by the
          Company as the Company, in its sole and absolute discretion, may determine,
          including, without limitation, in any aspect of the business or operations of
          the Company. The Company may exercise this discretion to determine the amount of
          earnings on any amounts contributed to the Contribution Account for any period. 



         16.       
          NONASSIGNABILITY. It is expressly understood and agreed hereunder that the
          Benefits derived from this Plan are not subject to attachment for payment of any
          debts or judgments of Employee and neither Employee nor the Employee’s
          spouse or heirs shall have any right to transfer, modify, anticipate, encumber,
          or assign any of the Benefits or rights hereunder. None of the payments which
          may be due to the Employee shall be transferrable by operation of law in the
          event the Employee becomes insolvent or bankrupt. 



         17.       
          MERGER OR CONSOLIDATION. In the event the Company shall reorganize, consolidate
          or merge with any other company this Plan shall become an obligation of the new
          company or of any company taking over the duties and responsibilities of the
          Company. The Company agrees that if any of these events occur, Employee may
          request that a Rabbi trust be established to hold the Benefits. 



         18.       
          LIQUIDATION AND INSOLVENCY. In the event the Company must liquidate due to
          insolvency or events resulting in an act of bankruptcy, or in the event the
          Company becomes insolvent and is incapable of paying its bills and obligations,
          then this Agreement shall terminate and shall be considered as fully and
          completely discharged. 



         19.       
          PAYMENTS TO OTHER PERSONS. If the Company shall find that any person to whom any
          payment is to be made under this Plan is unable to care for his affairs because
          of illness or accident, or is a minor, any Benefit due (unless a prior claim
          therefore shall have been made by a duly appointed guardian, committee or other
          legal representative) may be paid to the spouse, a child, a parent, or a brother
          or sister, or to any person deemed by the Company to have incurred expenses for
          such person otherwise entitled to payment, in such manner and proportions as the
          Company may determine. Any such payment shall be a complete discharge of the
          liabilities of the Company under this Plan. 



         20.       
          LIMITATIONS OF THIS PLAN. Nothing contained herein shall be construed as
          conferring upon the Employee the right to continue in the employ of the Company
          in any capacity. 



         21.       
          OTHER BENEFITS DETERMINED BY COMPENSATION. All amounts credited to the Account
          under this Plan shall not be deemed to be part of the Employee’s regular
          annual compensation for the purpose of computing benefits to which he may be
          entitled under any pension, profit sharing, 401(k) plan or other arrangement of
          the Company for the benefit of its employees. 



         22.       
          BOARD OF DIRECTORS AUTHORITY. The Board of Directors of the Company shall have
          full power and authority to interpret, construe and administer and amend
          prospectively this Plan and the Board’s interpretations and construction
          hereof and actions hereunder shall be binding and conclusive on all persons for
          all purposes. No Employee, representative or agent of the Company shall be
          liable to any person for any action taken or omitted in connection with the
          interpretation and administration of this Plan unless attributable to his own
          willful misconduct or lack of good faith. 



         23.       
          AMENDMENT. During the lifetime of the employee, this Plan may be amended or
          revoked at any time, in whole or part, by the mutual written agreement of the
          parties. 



         24.       
          BINDING EFFECT. This Plan shall be binding upon the parties hereto, their heirs,
          assigns, successors, executors, administrators and they shall agree to execute
          any and all instruments necessary for the fulfillment of the terms of this Plan. 











         25.       
          APPLICABLE LAW. This Plan shall be construed in accordance with and governed by
          the laws of the State of Utah. 



         26.       
          COMPENSATION TRUST. The Company may effect such amendments to the Compensation
          Trust Agreement dated September 23, 1993 as convenient or required to be
          consistent with this Amended Agreement and/or is required to make or continue to
          make the Compensation Trust Agreement in compliance with Internal 



Revenue Service Revenue Procedure
92-64 or any amendments or replacements thereto. 



        IN
WITNESS WHEREOF the parties hereto have set their hands the day and year first above
written. 



COMPANY: 



NU SKIN INTERNATIONAL,
INC. 



By______________________________

Its______________________________ 



EMPLOYEE: 



_________________ 



[Name of Employee] 







BENEFICIARY DESIGNATION 



ENDORSEMENT: 



        The
Employee pursuant to that certain Deferred Compensation Plan entered into on the day of
_____, 19, by and between NU SKIN INTERNATIONAL, INC. and Employee, does hereby designate
the following beneficiary: 



EMPLOYEE: 



_________________ 



    [Name
of Employee]







DEFERRED COMPENSATION
CONTRIBUTION RECONCILIATION 



TO:        [Name of Employee] 



DATE: 



        The
amounts which have been credited pursuant to the Deferred Compensation Plan for your
benefit are as follows: 



DEFERRED COMPENSATION
PLAN CONTRIBUTION RECONCILIATION 




				
	NAME OF ACCOUNT
	 	AMOUNT
CONTRIBUTED
TO DATE
	 	ACCUMULATED
VALUE
	 	VESTED
PERCENTAGE
	 
	 	 	 	 	 	 	 	 
	Employee
Compensation Sub
Account	 	 	 	 	 	100%	 
	 	 	 	 	 	 	 	 
	Company
Compensation Sub
Account 1998	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Company
Compensation Sub
Account 1999	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Company
Compensation Sub
Account 2000	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Company
Compensation Sub
Account 2001	 	 	 	 	 	 	 







        This
reconciliation reflects the amounts as set forth on the books and records of the Company
as of the date set forth above and does not guarantee the amount or availability of any
benefit under the Plan. The amount or availability of any benefit under the Plan must be
determined by reference to the terms and conditions of the Plan. 











AMENDMENT NO.1 TO
DEFERRED
COMPENSATION PLAN 



        THIS
AMENDMENT NO. 1 TO DEFERRED COMPENSATION PLAN (hereinafter referred to as the
“Amendment”) is entered into effective the _____ day of ________, 20____ by and
between NU SKIN INTERNATIONAL, INC., a Utah corporation, hereinafter called
“Company” and ______________________, hereinafter called “Employee.” 



WITNESSETH: 



        WHEREAS,
the Company and the Employee entered into that certain Deferred Compensation Plan
effective as of the 1st day of January, 2003 (the “Plan”), and the
Company and the Employee desire to amend the Plan to allow the Employee to direct the
investment of amounts held in trust for the account of Employee among investment options
selected by the Company and to allow the Company more flexibility in providing the
benefits under the Plan. 



        FOR
AND IN CONSIDERATION of the premises, and the mutual covenants, promises and conditions
herein contained, the parties agree as follows: 



             1.       
          EFFECTIVE DATE OF AMENDMENT. This Amendment shall become
          effective as of the date first written above. 



             2.       
          INVESTMENT DIRECTION. The Company, at its sole discretion,
          may select one or more performance model(s) (an “Investment Model”) to
          be made available for selection by the Employee. The Employee may be permitted
          to choose an Investment Model for some or all of the amounts held in the
          Compensation Account. The earnings hypothetically returned pursuant to each
          Investment Model(s) selected by the Employee with the respect to the amount
          designated by the Employee as subject to the Investment Model shall be added to
          the Compensation Account, and there shall be deducted from the Compensation
          Account the amount of any loss hypothetically returned pursuant to each
          Investment Model(s) selected by the Employee with respect to the amount
          designated by the Employee as subject to the Investment Model. At any time and
          from time to time the Company shall have the right, in its sole discretion, to
          change, modify or discontinue the availability of any Investment Model(s).
          Pursuant to rules adopted by the Company, the Employee shall be entitled to
          select and change the Investment Model(s) by which earnings attributable to
          Employee’s Compensation Account will be measured. The Employee shall be
          provided from time to time as determined by the Company information regarding
          the investment results of the Investment Model(s). The Company’s liability
          to the Employee for amounts in the Compensation Account shall be determined by
          the performance of the Investment Model(s) selected by the Employee. The Trustee
          of the Compensation Trust may invest the assets of the Compensation Trust in
          accordance with the Investment Model(s) selected by the Employee. The Trustee of
          the Compensation Trust shall have the discretion to select any investment or
          Investment Model for any amounts in the Compensation Account. The Company shall
          be under no obligation to follow the Employee’s direction as to selection
          of an Investment Model. The Company and the Trustee of the Compensation Trust
          shall have no responsibility for the performance of any investment in which any
          portion of the Compensation Account is invested, and particularly, without
          limitation, shall have no responsibility for the performance of any Investment
          Model chosen by the Employee. 











             3.        
           PERIODIC REPORTING. The Company may, in its sole
          discretion, provide to the Employee access to periodic reports, on such basis as
          the Company may determine, reflecting the amount of the Compensation Account and
          the Investment Models selected by the Employee. 



             4.        
          AMENDED PROVISIONS. Sections 10, 11, and 12 of the Plan are
          hereby amended in their entirety to read as follows: 



	  	10. 	  	RETIREMENT
     BENEFITS. At such time as Employee separates from employment
with the Company (which time shall hereafter be referred to as  “Retirement
Date”)  the Employee  shall  receive the  Employee’s  Vested  Deferral
Account  at  the  time  and  in  the  manner   elected  by  the  Employee.   The
Employee’s  Vested Deferral Account is the amounts held in the Compensation
Accounts and the Compensation Trust for the benefit of the Employee. An election
regarding the time and manner of payment of the Employee’s  Vested Deferral
Account  (including all future years’  contributions)  shall be made within
thirty (30) days of the date of this Amendment and may be amended  thereafter at
the election of the Employee,  provided that any amendment will only be valid if
made  concurrent  with  the  Employee’s   most  recent  election  to  defer
Compensation under Section 3, but no later than November 30 of the year prior to
the year in which the Retirement Date occurs. 






          		        
a.       
               Time of Payment. An Employee’s Vested Deferral Account shall be paid
               (or commence to be paid) according to the advance election of the Employee,
               either (i) within two years following the Retirement Date, or (ii) on the
               January 1st immediately following the Retirement Date. If the
               Employee has not made or has no valid election in effect at the time of
               Retirement Date, distribution shall commence thirty (30) days after the
               Retirement Date. 



               



          		        
b.       
               Manner of Payment. An Employee’s Vested Deferral Account will be
               paid according to the advance election of the Employee, either in a lump sum
               cash payment or substantially equal installments.
               Installment payments may be made annually, semi-annually, quarterly, monthly,
               semi-monthly or bi-weekly over any period from two (2) to thirty (30) years.
               However, no payment period may extend beyond the joint life expectancy of the
               Employee and his or  her spouse. If no election has been made by the
               Employee, the Employee’s Vested Deferral Account will be paid in
               substantially equal monthly installments over a period of five (5) years. 



               












          		
        
c.        
               Value of Employee’s Vested Deferral Account Balance. The value of an
               Employee’s Vested Deferral Account to be distributed shall be determined as
               of the date a payment is made, and shall be charged with distributions and
               adjusted for gains and losses, through such date. To the extent payment shall be
               made in installments, the amount of the installment for a particular month may
               be adjusted to take into account the value of the Employee’s Vested
               Deferral Account (as adjusted) and the number of remaining months over which the
               installments payments are to be made. 



               



        The
Company may, in its discretion, accelerate any payment to the Employee and may accelerate
vesting of the benefits under the plan. In addition, the Company in its discretion may pay
the Employee’s Vested Deferral Account prior to the Employee’s separation from
employment with the Company. 



	  	11. 	  	       DISABILITY
     BENEFITS.   If  it  is  determined   using  social  security
standards  that the Employee is permanently  and totally  disabled and unable to
continue to perform his duties in the Company (the “Disability Date”),
and  on the  express  condition  that  the  Employee  has  satisfied  all of the
covenants,  conditions  and  promises  contained  in this  Plan  (to the  extent
applicable)  the Employee  shall  receive the  Employee’s  Vested  Deferral
Account  at  the  time  and  in  the  manner   elected  by  the  Employee.   The
Employee’s  Vested Deferral Account is the amounts held in the Compensation
Accounts and the Compensation Trust for the benefit of the Employee. An election
regarding the time and manner of payment of the Employee’s  Vested Deferral
Account  (including all future years’  contributions)  shall be made within
thirty (30) days of the date of this Amendment and may be amended  thereafter at
the election of the Employee,  provided that any amendment will only be valid if
made  concurrent  with  the  Employee’s   most  recent  election  to  defer
Compensation under Section 3, but no later than November 30 of the year prior to
the year in which the Disability Date occurs. 






          		
        a.        
               Time of Payment. An Employee’s Vested Deferral Account shall be paid
               (or commence to be paid) according to the advance election of the Employee,
               either (i) within thirty (30) days after disability is established to the
               satisfaction of the Company, or (ii) on the January
               1st immediately following the date when disability is established to
               the satisfaction of the Company. If the Employee has not made or has no valid
               election in effect at the time of the determination of disability, distribution
               shall commence within thirty (30) days after disability is established to the
               satisfaction of the Company. 



               







          		
        b.        
               Manner of Payment. An Employee’s Vested Deferral Account will be
               paid according to the advance election of the Employee, either in a lump sum
               cash payment or substantially equal installments. Installment payment may be
               made annually, semi-annually, quarterly, monthly, semi-monthly, or bi-weekly
               over any period from two (2) to thirty (30) years. However, no payment period
               may extend beyond the joint life expectancy of the Employee and his or 
               her spouse. If no election has been made by the Employee, the
               Employee’s Vested Deferral Account will be paid in substantially equal
               monthly installments over a period of five (5) years. 



               



          		    
    c.        
               Value of Employee’s Vested Deferral Account Balance. The value of an
               Employee’s Vested Deferral Account to be distributed shall be determined as
               of the date a payment is made, and shall be charged with distributions and
               adjusted for gains and losses, through such date. To the extent payment shall be
               made in installments, the amount of the installment for a particular month may
               be adjusted to take into account the value of the Employee’s Vested
               Deferral Account (as adjusted) and the number of remaining months over which the
               installments payments are to be made. 



               



        The
Company may, in its discretion, accelerate any payments to the Employee and may accelerate
vesting of the benefits under the plan. 



        12.    DEATH
BENEFITS.  



		        
a.           Pre-retirement
death benefit. Upon the death of the Employee
prior to his Retirement Date, a Death Benefit shall be paid to Employee’s estate (or
his designated beneficiary) in an amount equal to sum of the following (“Death
Benefit Deferral Account”): 








	  	
(i)        The
amount contributed to the Compensation Trust from
the Employee Compensation Sub-Account together with any earnings thereon as of the date of
the Employee’s death; and 








	  	
 






	  	
(ii)
       the
greater of (a) the vested portion of the amount contributed to the
          Compensation Trust from the Compensation Account together with any warning
          thereon as of the date of the Employee’s death; or (b) an amount equal to
          five times the average of the Employee’s Base Salary for the three most
          recent years.  






        The
Death Benefit Deferral Account shall be paid at the time and
in the manner elected by the Employee.. An election regarding the time and manner of
payment of the Employee’s Death Benefit Deferral Account (including all future
years’ contributions) shall be made within thirty (30) days of the date of this
Amendment and may be amended thereafter at the election of the Employee, provided that any
amendment will only be valid if made concurrent with the Employee’s most recent
elections to defer Compensation under Section 3, but no later that November 30 of the year
prior to the year in which the Employee’s death occurs. 












          		        a.       
               Time of Payment. An Employee’s Death Benefit Deferral Account shall
               be paid (or commence to be paid) according to the advance election of the
               Employee, either (i) within two years after the date of the Employee’s
               death, or (ii) on the January 1st immediately
               following the date of the Employee’s death. If the Employee has not made or
               has no valid election in effect at the time of death, distribution shall
               commence within thirty (30) days after the date of the Employee’s death. 



               



          		        b.       
               Manner of Payment. An Employee’s Death Benefit Deferral Account will
               be paid according to the advance election of the Employee, either in a lump sum
               cash payment or substantially equal installments. Installment payment may be
               made annually, semi-annually, quarterly, monthly, semi-monthly, or bi-weekly
               over any period from two (2) to thirty (30) years. However, no payment period
               may extend beyond the joint life expectancy of the Employee and his or 
               her spouse. If no election has been made by the Employee, the
               Employee’s Vested Deferral Account will be paid in substantially equal
               monthly installments over a period of five (5) years. 



               



          		        c.       
               Value of Employee’s Death Benefit Deferral Account. The value of an
               Employee’s Death Benefit Deferral Account to be distributed shall be
               determined as of the date a payment is made, and shall be charged with
               distributions and adjusted for gains and losses, through such date. To the
               extent payment shall be made in installments, the amount of the installment for
               a particular month may be adjusted to take into account the value of the
               Employee’s Death Benefit Deferral Account (as adjusted) and the number of
               remaining months over which the installments payments are to be made. 



               



        The
Company may, in its discretion, accelerate any payments to the Employee and may accelerate
vesting of the benefits under the plan. 



             b.       
          Post-retirement death benefit. If Employee dies after his Retirement
          Date, the Employee’s estate (or his designated beneficiary) shall be
          entitled to continue to receive the amounts as determined pursuant to Section 10
          on the same basis as it was being paid to the Employee. The Company may, in its
          discretion, accelerate any payments due and may accelerate vesting of the
          benefits under the plan. 










             c.       
          For the purposes of this Section 12, the Employee shall be deemed employed by
          the Company at any time during which the Employee is on leave of absence from
          the Company and is serving as a full-time missionary for any legally recognized
          ecclesiastical organization, at the Base Salary of the employee in effect
          immediately prior to the commencement of such leave of absence. 



             5.         
          TERMS. Terms used herein shall have the same meaning as
          ascribed thereto in the Plan and any amendment thereto, except as otherwise
          specifically defined herein. 



             6.       
          COMPENSATION TRUST. The Company may effect such amendments
          to the Compensation Trust Agreement dated September 23, 1993 as convenient or
          required to be consistent with this Amendment and/or is required to make or
          continue to make the Compensation Trust Agreement in compliance with Internal
          Revenue Service Revenue Procedure 92-64 or any amendments or replacements
          thereto. 



         7.       
          EFFECT OF AMENDMENT. Except as otherwise specifically
          amended hereby, or as may be inconsistent with the terms of this Amendment, the
          Plan as previously amended and as in effect prior to the date of this Amendment
          shall continue in full force and effect. 



        IN
WITNESS WHEREOF the parties hereto have set their hands the day and year first above
written. 




	                                                                               NU  	  	COMPANY:

NU SKIN
INTERNATIONAL, INC.


BY:                  
                   
                   
                   
                   

Its:                  
                   
                   
                   
                   


EMPLOYEE: