Exhibit 10.34 NSE 2004 10-K





AMENDMENT IN TOTAL AND
COMPLETE RESTATEMANT OF THE DEFERRED COMPENSATION PLAN 



        THIS
AMENDMENT IN TOTAL AND COMPLETE RESTATEMENT OF THE DEFERRED COMPENSATION PLAN (hereinafter
referred to as the Amended Agreement) is entered into effective the __ day of a Utah
Corporation, hereinafter called Company, and by _____________, hereinafter called
Employee. 



WITNESSETH: 



        WHEREAS,
the Company and the Employee entered into a Deferred Compensation Plan effective as of
September 25, 1992 (the plan), and an Amendment No. 1 to Plan effective as of April 4,
1997 and an amendment No. 2 to plan effective as of April 4, 1997 and the Company and the
Employee desire to amend and restate the Plan in total to incorporate all amendments and
to include affiliates of the Company within the terms of the Plan. 



        THEREFORE
AND IN CONSIDERATION of the premises, and the mutual covenants, promises and conditions
herein contained, the parties agree that the Plan as previously amended shall be amended
in total and restated to become effective as of the date first written above to read 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. 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. 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 a Trust to
               support its deferred compensation obligation (Compensation Trust). 



               



          	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. 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 $1000.00 per month during the term of this Plan. Upon execution of this
               Plan, the Company will initially contribute to the Company Compensation
               Sub-Account the sum of $10,000.00. 



               













          	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 EMPLOYER’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
               by this Plan 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 corporate general
               creditors. 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. 



	  	  	  	9.1 	  	
The rights of the Employee, and 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, he 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. 






	  	  	  	9.2 	  	
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. 















	  	  	  	9.3 	  	
The Employee also understand 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 of 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. 



               



	  	  	12.1  	  	 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):  






	  	  	  	12.1.1.  	  	                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  






	  	  	  	12.1.2.  	  	                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. 







	  	
12.2
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. 














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



                    



               	13.1. 	  	
                    The employee shall be 100% vested in all amounts contributed to the Employee
                    Compensation Sub-Account. 



                    



               	13.2. 	  	
                    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: 



                    



	  	  	  	13.2.1.  	  	                     The
Employee attains 60 years of age; or  






	  	  	  	13.2.2.  	  	                     The
Employee has been continuously employed by the company for a period of ten
                    (10) years.  






	  	  	  	13.2.3.  	  	                     The
Employee’s death or disability is defined in the Plan.  






               	13.3. 	  	
                    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. 



                    



               	13.4. 	  	
                    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 (a) directly or indirectly enters into the employment of our
                    owns any interest in any other company, business or corporation which competes
                    directly or indirectly with the business of the Company, or (b) 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. 



                    















               	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. 	  	
                    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 judgements 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 transferable by operation
                    of law in the event the Employee becomes insolvent or bankrupt. 



                    



               	16. 	  	
                    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. 



                    













               	17. 	  	
                    LIQUIDATION AND INSILVENCY. 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 Amended Agreement shall terminate and shall be considered
                    as fully and completely discharged. 



                    



               	18. 	  	
                    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 therefor 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. 



                    



               	19. 	  	
                    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. 



                    



               	20. 	  	
                    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. 



                    



               	21. 	  	
                    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. 



                    












               	22. 	  	
                    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. 



                    



               	23. 	  	
                    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. 



                    



               	24. 	  	
                    APPLICABLE LAW. This Plan shall be construed in accordance
                    with and governed by the laws of the State of Utah. 



                    



               	25. 	  	
                    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. 



                    



               	26. 	  	
                    LEAVE OF ABSENCE. For all purposes of this Amended
                    Agreement, 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. Further, for all purposes of this Amended Agreement, 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. For all purposes of this Amended Agreement,
                    whenever the Employee is on leave of absence from the Company and is serving as
                    a full-time missionary for any legally recognized ecclesiastical organization,
                    the Base Salary of the Employee shall be the Base Salary in effect immediately
                    prior to the commencement of such leave of absence. 



                    












               	27. 	  	
                    AFFILIATES. For all purposes of this Amended 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 control with the Company. 



                    



        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:



_________________________