Exhibit 10.5 NSE 2007 3Q FORM 10-Q





NU SKIN ENTERPRISES,
INC. 
DEFERRED COMPENSATION
PLAN 






First Effective as of
December 14, 2005 
Amended and Restated
Effective January 1, 2008 










NU SKIN ENTERPRISES,
INC. 
DEFERRED COMPENSATION
PLAN 





PREAMBLE 



Nu Skin Enterprises, Inc., (the
“Company”) has previously established the Nu Skin Enterprises, Inc.
Deferred Compensation Plan (the “Plan”). The purpose of the Plan is to provide a
select group of management, highly compensated employees, or Directors of the Company (and
certain affiliates) with the opportunity to defer a portion of their compensation. The
Plan is intended to constitute an unfunded “top hat” plan described in
Section 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”). As a “top hat” plan, the Plan is
not subject to ERISA’s eligibility, vesting, funding, or fiduciary responsibility
requirements. The Plan has made a notice filing with the United States Department of Labor
(the “DOL”) and is required to provide information to the DOL on request. 



This Plan is hereby restated
effective as of January 1, 2008. The Plan has been, and shall continue to be,
administered in good faith compliance with Section 409A and interim guidance issued
thereunder from December 15, 2005 until January 1, 2008. The terms of this
restated Plan document are intended to comply with final regulations issued under
Section 409A of the Code, which become effective January 1, 2008. 



ARTICLE 1 



DEFINITIONS 



The following words and phrases used
in the Plan with the initial letter capitalized shall have the meanings set forth in this
Article, unless a clearly different meaning is required by the context in which the word
or phrase is used: 



     1.1.    
          “Account” means all of such accounts as are established under
          this Plan from time to time. 



     1.2.    
          “Affiliate” means (a) a corporation that is a member of
          the same control group of corporations (within the meaning of
          Section 414(b) of the Code) as is the Company, (b) any other trade or
          business (whether or not incorporated) controlling, controlled by, or under
          common control (within the meaning of Section 414(c) of the Code) with the
          Company, and (c) any other corporation, partnership, or other organization
          that is a member of an affiliated service group (within the meaning of
          Section 414(m) of the Code) with the Company or which is otherwise required
          to be aggregated with the Company under Section 414(o) of the Code. 



     1.3.    
          “Base Salary” means a Participant’s annual base salary,
          excluding bonuses, commissions, incentive and all other remuneration for
          services rendered to the Company and prior to reduction for any salary
          deferrals, including but not limited to, deferrals under plans established
          pursuant to Section 125 of the Code or qualified pursuant to
          Section 401(k) of the Code. 










     1.4.    
          “Beneficiary” means the person or entity that a Participant, in
          his most recent written designation filed with the Plan Administrator has
          designated to receive his benefit under the Plan in the event of his death.
          Changes in designations of Beneficiaries may be made upon written notice to the
          Plan Administrator in any form as the Plan Administrator may prescribe. 



     1.5.    
          “Board of Directors” or “Board” means the
          Board of Directors of the Company. 



     1.6.    
          “Bonus” means the additional cash compensation paid to a
          Participant by the Company or an Affiliate pursuant to any incentive or bonus
          plan, program, or practice of the Company or an Affiliate.




 1.7.     “Change
          of Control” means a “change in the ownership of the
          Employer,” a “change in effective control of the Employer,”
          and/or a “change in the ownership of a substantial portion of the
          Employer’s assets” as defined under Treasury Regulation
          § 1.409A-3(i)(5). 




1.8.     “Code” means the Internal
          Revenue Code of 1986, as amended. 



     1.9.    
          “Company” means NU SKIN ENTERPRISES, INC. and any successor
          corporations. 



     1.10.    
          “Company Contribution” means contributions by the Company
          pursuant to Section 3.2 of this Plan. 



     1.11.    
          “Company Contribution Account” means the bookkeeping account
          maintained by or for the Company for each Participant that is credited with an
          amount equal to the Company Contributions Amount, if any, and earnings and
          losses credited on such amounts pursuant to Section 4.2.






  1.12.    
          “Compensation” means Base Salary or Director Fees payable in
          such Plan Year, and Bonuses earned in such Plan Year (whether payable during
          such Year or the following Year), that the Participant is entitled to receive
          for services rendered to the Company.




 1.13.     “Compensation
          Committee” means the compensation committee appointed by the Board of
          Directors, which includes select members of the Board of Directors. 



     1.14    
          “Deferral Account” means the bookkeeping account maintained by
          or for the Plan Administrator for each Participant, which account is credited
          with amounts equal to the portion of the Participant’s Compensation that he
          or she elects to defer, and the earnings and losses pursuant to
          Section 4.1. 




 1.15.     “Deferral Contributions” means
          contributions by a Participant pursuant to Section 3.1 of this Plan. 












1.16.    
          “Director” means a non-employee director of the Company. 



     1.17.    
          “Director Fees” means all Board and committee meeting fees
          payable to a Director, and any annual retainer payable for a Plan Year beginning
          after the Effective Date, determined in each case before reduction for amounts
          deferred under the Plan. Director Fees do not include expense reimbursements,
          incentive stock awards or any form of noncash compensation or benefits. 



     1.18.    
          “Disability” means any illness or other physical or mental
          condition of a Participant that renders the Participant unable to engage in any
          substantial gainful activity by reason of any medically determinable physical or
          mental impairment which can be expected to result in death or can be expected to
          last for a continuous period of not less than 12 months, or any medically
          determinable physical or mental impairment which can be expected to result in
          death or can be expected to last for a continuous period of not less than 12
          months and in which Participant is receiving income replacement benefits for a
          period of not less than 3 months under and accident and health plan covering
          employees. The Plan Administrator may require such medical or other evidence as
          it deems necessary to judge the nature and permanency of the Participant’s
          condition. 



     1.19.    
          “Distributable Amount” means the vested balance in
          Participant’s Deferral Account and Company Contribution Account. 



     1.20.    
          “Effective Date” means the effective date of this restatement,
          which shall be January 1, 2008. The original effective date of the Plan was
          December 14, 2005. 1.21. “Employee” means (1) each
          person receiving remuneration, or who is entitled to remuneration, for services
          rendered to the Company or an Affiliate as a common-law employee, or (2) a
          Director of the Company or an Affiliate. 



     1.22.    
          “ERISA” means the Employee Retirement Income Security Act of
          1974, as amended. 



     1.23.    
          “Fund” means one or more of the investment funds selected by
          the Plan Administrator pursuant to Section 3.3. 



     1.24.    
          “Interest Rate” means, for each Fund, an amount equal to the
          net gain or loss on the assets of such Fund during each month, as determined by
          the Plan Administrator. 





1.25.     “Participant” means an Employee
          who has been selected to participate under Section 2.1, who has elected to
          participate under Section 2.2, and whose participation has not been
          terminated. If indicated by the context, the term Participant also includes
          former Participants whose active participation in the Plan has terminated but
          who have not received all amounts to which they are entitled under the Plan.














1.26. “Participation Agreement” means the agreement entered
          into by the Company and a Participant as set forth in Section 2.2.



1.27.
          “Plan” means the Nu Skin Enterprises, Inc. Deferred
          Compensation Plan, as amended from time to time.



 1.28. “Plan
          Administrator” means the Compensation Committee or its designated
          agents (to the extent such authority has been designated by the Compensation
          Committee). 



     1.29.    
          “Plan Year” shall mean the calendar year. 



     1.30.    
          “Reasonable Time” shall mean any date within the same calendar
          year as the applicable distribution event (e.g., Termination of
          Employment) or, if later, by the 15th day of the third calendar month following
          the occurrence of such distribution event.




 1.31.     “Scheduled
          Withdrawal” means the distribution date elected by the Participant for
          an in-service withdrawal from such Accounts deferred in a given Plan Year, and
          earnings and losses attributable thereto, as set forth on the election form for
          such Plan Year.



  1.32.     “Separation from Service” means a
          severance of a participant’s employment relationship with the Company and
          all Affiliates for any reason other than the participant’s death. Whether a
          Separation from Service has occurred is determined under Section 409A of
          the Code and Treasury Regulation 1.409A-1(h) (i.e., whether the facts and
          circumstances indicate that the Employer and the employee reasonably anticipated
          that no further services would be performed after a certain date or that the
          level of bona fide services the employee would perform after such date (whether
          as an employee or independent contractor) would permanently decrease to no more
          than 20% of the average level of bona fide services performed (whether as an
          employee or an independent contractor) over the immediately preceding 36 month
          period (or the full period of services to the employer if the employee has been
          providing services to the employer less than 36 months)). Separation from
          Service shall not be deemed to occur while the employee is on military leave,
          sick leave or other bona fide leave of absence if the period does not exceed six
          (6) months or, if longer, so long as the employee retains a right to
          reemployment with the Company or an affiliate under an applicable statute or by
          contract. For this purpose, a leave is bona fide only if, and so long as, there
          is a reasonable expectation that the employee will return to perform services
          for the Company or an affiliate. Notwithstanding the foregoing, a 29 month
          period of absence will be substituted for such 6 month period if the leave is
          due to any medically determinable physical or mental impairment that can be
          expected to result in death or can be expected to last for a continuous period
          of no less than 6 months and that causes the employee to be unable to perform
          the duties of his or her position of employment. 



     1.33.    
          “Trust Agreement” means any trust agreement established
          pursuant to Section 8.1 between the Company and the Trustee or any trust
          agreement hereafter established. 




1.34.     “Trustee” means the
          Trustee under the Trust Agreement. 










     1.35.    
          “Trust Fund” means all assets of whatsoever kind or nature held
          from time to time by the Trustee pursuant to the Trust Agreement and forming a
          part of this Plan, without distinction as to income and principal and without
          regard to source, i.e., Participant contributions, earnings, or forfeitures. 











ARTICLE  2 







ELIGIBILITY 



     2.1.    
          General. For purposes of Title I of ERISA, the Plan is intended to
          be an unfunded plan of deferred compensation covering a select group of
          management, highly compensated employees, and Directors. As a result,
          participation in the Plan shall be limited to Employees who are properly
          included in one or all of these categories. The Plan Administrator shall
          designate the individuals who are eligible to participate in the Plan. The Plan
          Administrator, in the exercise of its discretion, may exclude an Employee who
          otherwise meets the requirements of this Section 2.1 from participation in
          the Plan if it concludes that excluding the Employee is necessary to satisfy
          these requirements. The Plan Administrator also may exclude an Employee who
          otherwise meets the requirements of this Section 2.1 for any other reason,
          or for no reason, as the Plan Administrator deems appropriate. 



     2.2.    
          Participation. Each Employee who is designated as eligible to participate
          in the Plan by the Plan Administrator may become a Participant by completing and
          signing an enrollment form provided by the Plan Administrator and delivering the
          form to the Plan Administrator. The Employee must designate on the form the
          amount of his Deferral Contributions and must authorize the Company or an
          Affiliate to reduce his Compensation in an amount equal to his Deferral
          Contributions. 



     2.3.    
          Timing of Participation. After an Employee has been selected by the Plan
          Administrator to participate in the Plan for the first time (and does not
          participate in or has not previously participated in another voluntary deferral
          plan of the Company or an Affiliate), the Employee has 30 days to notify the
          Plan Administrator whether he will participate in the Plan. If the Employee
          timely notifies the Plan Administrator of his intent to participate in the Plan,
          the Employee’s participation will commence on the first payroll period
          following or coinciding with the first day of the calendar month after the Plan
          Administrator is so notified. If the Employee does not timely notify the Plan
          Administrator of his intent to participate in the Plan, the Employee’s
          participation may commence on the first payroll period following or coinciding
          with the first day of any later Plan Year by notifying the Plan Administrator
          prior to the first day of such Plan Year and provided further that the Plan
          Administrator determines that the Employee remains eligible to participate in
          the Plan under Section 2.1. 



     2.4.    
          Discontinuance of Participation. Once an Employee is designated as a
          Participant, he will continue as such for all future Plan Years unless the Plan
          Administrator specifically discontinues his participation. The Plan
          Administrator may discontinue an individual’s participation in the Plan at
          any time for any or no reason. If an individual’s participation is
          discontinued, the individual will no longer be eligible to make future deferral
          elections or receive Company Contributions. The Employee will not be entitled to
          receive a distribution, however, until the occurrence of one of the events
          listed in Article VI, or as permitted in Article VII. 










ARTICLE 3 








DEFERRAL ELECTIONS 



     	3.1. 	
          Elections to Defer Compensation. 



          



     	3.1.1. 	
          Deferral of Base Salary. For any Plan Year, a Participant may elect to
          defer a portion of the Base Salary otherwise payable to him. Any such deferrals
          shall be in whole percentages or a specific dollar amount of the
          Participant’s Base Salary, as specified in the Participant’s
          Participation Agreement. 



          



     	3.1.2. 	
          Deferral of Bonuses. A Participant may also elect to defer a portion of
          any Bonus which might be payable to him by the Company. Any such deferrals shall
          be in whole percentages or a specific dollar amount of the Participant’s
          Bonus, as specified in the Participant’s Participation Agreement. 



          



     	3.1.3. 	
          Limitations on Deferrals. A Participant may elect to defer up to 80% of
          Participant’s Base Salary and 100% of Participant’s Bonus for each
          Plan Year, provided that the total amount deferred by a Participant shall be
          limited in any calendar year, if necessary, to satisfy any employment tax,
          income tax and employee benefit plan withholding requirements as determined in
          the sole and absolute discretion of the Plan Administrator. There is no minimum
          deferral amount. The Plan Administrator reserves the right to change such limits
          from time to time. 



          



     	3.1.4. 	
          Duration of Compensation Deferral Election. An Employee’s initial
          election to defer Compensation must be made within the time frame established by
          the Plan Administrator, which shall be prior to the taxable year in which the
          election relates and is to be effective with respect to Compensation earned for
          services performed after such deferral election is processed. Such election
          shall specify the time and method of distribution of the annual deferral amount
          in accordance with Articles VI and VII. A Participant may increase,
          decrease or terminate a deferral election with respect to Compensation for any
          subsequent Plan Year by filing a new election within the time frame established
          by the Plan Administrator but in no event later than December 31 in the
          year prior to the beginning of the next Plan Year, which election shall be
          effective on the first day of the next following Plan Year. In the absence of a
          Participant making a new election, the last election on file will apply to
          deferrals for the new Plan year. In the case of an employee who first becomes
          eligible to participate in the Plan after January 1, 2006 (and does not
          participate in or has not previously participated in another voluntary deferral
          plan of the Company or an Affiliate), such Employee shall have 30 days from the
          date he becomes eligible to make an election with respect to Compensation earned
          for services performed subsequent to the election. Such election shall be for
          the remainder of the Plan Year (and future Plan Years, unless subsequently
          changed prior to the commencement of a given Plan year) in the event the Plan
          Year has commenced. Such election shall specify the time and method of
          distribution of the annual deferral amount in accordance with Articles VI
          and VII. 



          












     	3.1.5. 	
          Elections Other Than Initial Election. Any Employee or Director who has
          terminated a prior Compensation deferral election may elect to again defer
          Compensation by completing and signing an enrollment form provided by the Plan
          Administrator and delivering the form to the Plan Administrator within the time
          frame established by the Plan Administrator but in no event later than
          December 31 of the year prior to the beginning of the Plan Year to which
          such deferral election relates. An election to defer Compensation must be filed
          in a timely manner in accordance with Section 3.1(d). Such election shall
          apply to Compensation for services performed in the Plan Year to which such
          deferral election relates. Such election shall specify the time and method of
          distribution of the annual deferral amount in accordance with Articles VI
          and VII. 



          



     	3.2. 	
          Company Contribution. The Plan Administrator shall determine, in its sole
          discretion, an amount, if any, to be credited to each Participant’s Account
          and the timing of such contributions. The Plan Administrator may, in its sole
          discretion and at any time, modify the amount or timing of any such Company
          Contribution with respect to any Participant, or terminate such Company
          Contributions with respect to any Participant. 



          



     	3.3. 	
          Investment Elections. 



          



     	(a) 	
          At the time of making the deferral elections described in Section 3.1,
          Participant shall designate, on a form provided by the Plan Administrator, the
          types of investment funds in which Participant’s Account will be deemed to
          be invested for purposes of determining the amount of earnings and losses to be
          credited to that Account. In making the designation pursuant to this
          Section 3.3, Participant may specify that all or any percentage of his
          Account is to be deemed invested, in whole percentage increments, in one or more
          of the types of investment funds deemed to be provided under the Plan, as
          communicated from time to time by the Plan Administrator. A Participant may
          change the designation made under this Section 3.3 by filing an election,
          on a form provided by the Plan Administrator, on a daily basis (limited to 4 per
          month). If a Participant fails to elect a type of fund under this
          Section 3.3, he or she shall be deemed to have elected the money market
          type of investment fund. 



          



     	(b) 	
          Although a Participant may designate the type of investments, the Plan
          Administrator shall not be bound by such designation. The Plan Administrator may
          select from time to time, in its sole and absolute discretion, commercially
          available investments of each of the types communicated by the Plan
          Administrator to the Participant pursuant to Section 3.3(a) above to be the
          Funds. The Interest Rate of each such commercially available investment fund
          shall be used to determine the amount of earnings or losses to be credited to
          Participant’s Account under Article IV. 



          










ARTICLE 4 







DEFERRAL ACCOUNTS 



     	4.1. 	
          Deferral Accounts. The Plan Administrator shall establish and maintain a
          Deferral Account for each Participant under the Plan. Each Participant’s
          Deferral Account shall be further divided into separate subaccounts
          (“investment fund subaccounts”), each of which corresponds to an
          investment fund elected by the Participant pursuant to Section 3.3(a). A
          Participant’s Deferral Account shall be credited as follows: 



          



     	(a) 	
          Within a reasonable time after amounts are withheld and deferred from a
          Participant’s Compensation, the Plan Administrator shall credit the
          investment fund subaccounts of the Participant’s Deferral Account with an
          amount equal to Compensation deferred by the Participant in accordance with the
          Participant’s election under Section 3.3(a); that is, the portion of
          the Participant’s deferred Compensation that the Participant has elected to
          be deemed to be invested in a certain type of investment fund shall be credited
          to the investment fund subaccount corresponding to that investment fund; 



          



     	(b) 	
          Each business day, each investment fund subaccount of a Participant’s
          Deferral Account shall be credited with earnings or losses in an amount equal to
          that determined by multiplying the balance credited to such investment fund
          subaccount as of the prior day plus contributions credited that day to the
          investment fund subaccount by the Interest Rate for the corresponding fund
          selected by the Company pursuant to Section 3.3(b). 



          



     	(c) 	
          In the event that a Participant elects for a given Plan Year’s deferral of
          Compensation to have a Scheduled Withdrawal, all amounts attributed to the
          deferral of Compensation for such Plan Year shall be accounted for in a manner
          which allows separate accounting for the deferral of Compensation and investment
          gains and losses associated with such Plan Year’s deferral of Compensation. 



          



     	4.2. 	
          Company Contribution Account. The Plan Administrator shall establish and
          maintain a Company Contribution Account for each Participant under the Plan.
          Each Participant’s Company Contribution Account shall be further divided
          into separate investment fund subaccounts corresponding to the investment fund
          elected by the Participant pursuant to Section 3.3(a). A Participant’s
          Company Contribution Account shall be credited as follows: 



          



     	(a) 	
          On the third business day after a Company Contribution, the Plan Administrator
          shall credit the investment fund subaccounts of the Participant’s Company
          Contribution Account with an amount equal to the Company Contribution, if any,
          applicable to that Participant, that is, the proportion of the Company
          Contribution, if any, which the Participant elected to be deemed to be invested
          in a certain type of investment fund shall be credited to the corresponding
          investment fund subaccount; and 



          











     	(b) 	
          Each business day, each investment fund subaccount of a Participant’s
          Company Contribution Account shall be credited with earnings or losses in an
          amount equal to that determined by multiplying the balance credited to such
          investment fund subaccount as of the prior day plus contributions credited that
          day to the investment fund subaccount by the Interest Rate for the corresponding
          Fund selected by the Company pursuant to Section 3.3(b). 



          



     	4.3. 	
          Schedule a Accounts for Pre-Existing Deferred Compensation Obligations.
          Prior to the Effective Date of the Plan, the Company and/or certain of its
          Affiliates had entered into non-qualified deferred compensation arrangements
          with certain Participants employed by the Company and/or its Affiliates. The
          terms of such arrangements are set forth in individual “plans” or
          agreements signed by the Company and/or an Affiliate and the employee. The
          deferred compensation arrangements identified on Schedule A attached hereto
          (“Schedule A Arrangements”) are incorporated herein by reference.
          It is intended that the Schedule A Arrangements will comply with Code
          Section 409A . Effective January 1, 2005, the rights and obligations
          of the parties to those arrangements will be governed by the terms of this Plan,
          and will not be governed by the terms of the Schedule A Arrangements,
          except as otherwise provided hereafter. The Plan Administrator will establish
          and maintain under this Plan a “Schedule A Account” for each
          Participant who is party to a Schedule A Arrangement (“Schedule A
          Participant’) and will credit to such Schedule A Account for each
          Schedule A Participant the value as of January 1, 2006 of the
          respective Schedule A Participant’s Compensation Account(s) as
          established under the applicable Schedule A Arrangement. For greater
          clarity, generally the Compensation Accounts under the Schedule A
          Arrangements are divided into two sub-accounts (Employee Compensation
          Sub-Account and Company Compensation Sub-Account), and this distinction will be
          maintained under the Schedule A Accounts. The Company Compensation
          Sub-Account will continue to vest in accordance with the terms of the applicable
          Schedule A Arrangement. In addition, the Plan Administrator may further
          divide the sub-accounts under the Schedule A Accounts into separate
          investment fund sub-accounts corresponding to the investment fund elected by the
          Participant pursuant to Section 3.3(a). Schedule A Participants will
          elect, prior to December 31, 2006, the form of distribution for their
          Schedule A Accounts and such elections will comply with IRC
          Section 409A and applicable guidance thereunder. If a Schedule A
          Participant has not designated a form or payment for his or her Schedule A
          Account on or before December 31, 2006, the form of payment designated in
          the applicable Schedule A Arrangement will be the default form of payment
          for such Schedule A Account(s). After December 31, 2006, any change in
          the form of payment as to a Schedule A Account must be in accordance with
          the requirements of Section 6.5(f) of this Plan respecting election changes
          for forms of payment. The timing of distributions of Schedule A Accounts
          will be governed by the terms of this Plan. 



          












     	4.4. 	
          Accounting. At the end of each quarter, the Company shall notify each
          Participant as to the amount, if any, of Participant’s Deferral Account and
          Company Contribution Account. The accounting shall specify the vested portion of
          amounts held pursuant to the Plan. 



          



     	4.5. 	
          Preservation of Accounts. A Participant shall not be deemed to have had a
          Separation from Service for purposes of preservation of all Deferral Accounts
          and Company Contribution Accounts in the event of a bona fide approved leave of
          absence from the Company for a prolonged period of time for: 



          



     	(a) 	
          Service as a full-time missionary for any legally recognized ecclesiastical
          organization, or 



          



     	(b) 	
          United States Military duty. 



          



Notwithstanding the foregoing, a
Separation from Service shall be deemed to occur six months after commencement of the
leave in the absence of a contractual or statutory right to re-employment. 












ARTICLE 5 









VESTING 



     5.1.    
          Vesting in Deferral Account. Subject to Section 6.1, Participant
          shall be 100% vested in his Deferral Account at all times. 



     5.2.    
          Vesting in Company Contribution Account. Subject to Section 6.1,
          each Participant shall be 100% vested in his Company Contribution Account upon
          the earlier of the following events: 



     (a)    
          Participant attains 60 years of age; 



     (b)    
          Participant has been employed by the Company for a period or twenty (20) years;
          or 



     (c)    
          Participant’s death or Disability as defined in the Plan. 



     (d)    
          The Plan Administrator may, in its discretion, accelerate vesting of a
          Participant in his Company Contribution Account. 



     5.3.    
          Competing Business. Notwithstanding Sections 5.1 and 5.2 above,
          Participant shall forfeit all benefits accruing under this Plan if (i) at any
          time during employment with the Company, Participant 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 Participant 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, and (ii) the Plan Administrator
          elects to terminate such benefits as a result of such actions. 












ARTICLE 6 







DISTRIBUTION OF
BENEFITS 



     	6.1. 	
          Separation From Service. A Participant who incurs a Separation from
          Service with the Company and all Affiliates for any reason other than death or
          Disability is entitled to distribution of amounts vested and credited to his
          Account at the time and in the manner provided in Section 6.5. 



          



     	6.2. 	
          Disability Retirement. A Participant who separates from service with the
          Company or an Affiliate due to Disability and who has satisfied all of the
          covenants, conditions and promises contained in this Plan (to the extent
          applicable) is entitled to a distribution of amounts vested and credited to his
          Account as provided in Section 6.5. Subject to Section 6.5, the
          payments may commence as of his date of Separation from Service due to
          Disability. 



          



     	6.3. 	
          Death. 



          



     	(a) 	
          Benefit. If a Participant (which term for purposes of this Section
          includes a former Participant) dies before the day on which his benefit payments
          commence, the Participant’s Beneficiary is entitled, at the time and in the
          manner provided in Section 6.5, the following: 



          



     	(1) 	
          the amount of Participant’s Deferral Account, including any earnings
          thereon; and 



          



     	(2) 	
          for Participants that have been credited with Company Contributions pursuant to
          Section 3.2, the greater of (i) the vested portion of
          Participant’s Account, including any earnings thereon, as of the date of
          Participant’s death; or (ii) an amount equal to five times the average
          of Participant’s Base Salary for the three most recent years. 



          



     	(b) 	
          Death After Commencement of Benefits. If a former Participant dies after
          the day on which his benefit payments commence, but prior to the complete
          distribution of all amounts to which such Participant is entitled, the
          Participant’s Beneficiary is entitled to receive any remaining amounts to
          which Participant would have been entitled had the Participant survived at the
          time and in the manner provided in Section 6.5. The Plan Administrator may
          require and rely upon such proofs of death and the right of any Beneficiary to
          receive benefits under this Section 6.3 as the Plan Administrator may
          reasonably determine, and its determination of death and the right of such
          Beneficiary to receive payment is binding and conclusive upon all persons. 



          












     	6.4. 	
          Change of Control. In the event of a Change of Control, the Plan
          Administrator may, in its discretion, accelerate vesting of a Participant in his
          Company Contribution Account. 



          



     	6.5. 	
          Time and Method of Distribution of Benefits. Payment shall commence
          within a Reasonable Time following the earliest to occur of the following events
          in (a), (b) or (c) below: 



          



     	(a) 	
          Termination. Payment to a Participant who is entitled to benefits under
          Section 6.1 will commence within a Reasonable Time following the
          Participant’s Separation from Service. In the event that Participant is a
          “Specified Employee,” as defined under Treasury Regulation
          § 1.409A-1(i), payment to Participant will begin no earlier than six
          months following Participant’s Separation from Service (or upon the
          Participant’s death, if earlier). 



          



     	(b) 	
          Disability. Payment to a Participant who is entitled to benefits under
          Section 6.2 will commence within a Reasonable Time after the
          Participant’s Separation from Service due to a Disability. In the event
          that Participant is a “Specified Employee,” as defined under Treasury
          Regulation § 1.409A-1(i), payment to Participant will begin no earlier
          than six months following Participant’s Separation from Service (or upon
          the Participant’s death, if earlier).(1) 



          



     	(c) 	
          Death. Payment to the Beneficiary of a Participant who is entitled to
          benefits under Section 6.2 will commence within a Reasonable Time after the
          Participant’s death. 



          



     	(d) 	
          Death After Commencement of Payments. If a Participant dies after the day
          on which his benefit payments commence but before the complete distribution to
          such Participant of the benefits payable to him under the Plan, any remaining
          benefits will continue to be distributed to the Participant’s Beneficiary
          in the same manner as elected by the Participant under
          Section 6.5(e).(2) Payments to the Beneficiaries entitled to
          payments pursuant to Section 6.3 will be made within a Reasonable Time
          following the death of Participant. 



          



     	(e) 	
          Form of Payment. Any distribution paid from the Plan to a Participant or
          Beneficiary from a Participant’s Account will be paid in cash. Except as
          otherwise provided in Section 6.4, such distribution will be paid in either
          a lump sum payment or in monthly, quarterly, or annual installments over a
          period not to exceed 15 years; provided that if the value of the
          Participant’s Account at the time of distribution is less than $50,000,
          such distribution shall be paid in the form of a lump sum distribution. With
          respect to each annual deferral amount (including both Participant deferrals and
          Company contribution amounts for such Plan Year), a Participant must elect which
          form of payment to receive in his initial or annual deferral election form,
          which election may be changed by the Participant at any time so long as
          (i) the election does not take effect until at least 12 months after the
          date in which the election is made, (ii) the first payment for which the
          election is made will be deferred for a period of 5 years from the date such
          payment would otherwise have been made, and (iii) the change is received by
          the Plan Administrator at least 12 months prior to the Participant’s first
          scheduled payment date. In the absence of a Participant making a distribution
          election, the default form of payment shall be lump sum.
          Participant’s Account shall continue to be credited with earnings
          pursuant to Sections 4.1 and 4.2 of the Plan until all amounts credited to
          his Account under the Plan have been distributed. Notwithstanding the foregoing,
          in the case of each individual who is a Participant in the Plan as of the date
          of adoption of this restatement, such Participant may modify his or her prior
          payment election if such modification is made on or before December 31,
          2007 and complies in all respects with the election timing requirements of
          Section 409A of the Code (and regulations and other guidance issued
          thereunder). 



          













     	6.6. 	
          Designation of Beneficiary. Each Participant has the right to designate,
          on forms supplied by and delivered to the Plan Administrator, a Beneficiary or
          Beneficiaries to receive his benefits in the event of his death. For each
          Participant who is married, his Beneficiary will be deemed to be his spouse,
          unless the Participant’s spouse consents to the Participant’s
          Beneficiary designation to the contrary. Such consent must be in writing, must
          acknowledge the effect of the Beneficiary designation and the spouse’s
          consent thereto. Subject to the foregoing, each Participant may change his
          Beneficiary designation from time to time in the manner described above and the
          change will be effective upon receipt by the Plan Administrator, whether or not
          the Participant is living at the time the notice is received. There is no
          liability on the part of the Plan Administrator with respect to any payment
          authorized by the Plan Administrator in accordance with the most recent valid
          Beneficiary designation of the Participant in the Plan Administrator’s
          possession before receipt of a more recent and valid Beneficiary designation. If
          no designated Beneficiary is living when benefits become payable, or if there is
          no designated Beneficiary, the Beneficiary will be Participant’s spouse; or
          if no spouse is then living, such Participant’s issue, including any
          legally adopted child or children, in equal shares by right of representation;
          or if no such designated Beneficiary and no such spouse or issue, including any
          legally adopted child or children, is living upon the death of a Participant, or
          if all such persons die prior to the full distribution of such
          Participant’s benefits, then the Beneficiary shall be the estate of the
          Participant. 



          













     	6.7. 	
          Payments to Disabled. If a person entitled to any payment is under a
          legal disability, or in the sole judgment of the Plan Administrator is otherwise
          unable to apply such payment to his own interest and advantage, the Plan
          Administrator in the exercise of its discretion may make any such payment in any
          one or more of the following ways: (a) directly to such person, (b) to
          his legal guardian or conservator, or (c) to his spouse or to any person
          charged with the legal duty of his support, to be expended for his benefit. The
          decision of the Plan Administrator will in each case be final and binding upon
          all persons in interest. 



          



     	6.8. 	
          Underpayment or Overpayment of Benefits. In the event that, through
          misstatement or computation error, benefits are underpaid or overpaid, there is
          no liability for any more than the correct benefit sums under the Plan.
          Overpayments may be deducted from future payments under the Plan, and
          underpayments may be added to future payments under the Plan, subject to
          applicable limitations under Section 409A of the Code. 



          



     	6.9. 	
          Inability to Locate Participant. In the event that the Plan Administrator
          is unable to locate a Participant or Beneficiary within two years following the
          required payment date, the amount allocated to the Participant’s Account
          shall be forfeited. If, after such forfeiture, the Participant or Beneficiary
          later claims such benefit, such benefit shall be reinstated without interest or
          earnings. 



          











ARTICLE 7 









WITHDRAWALS 



     	7.1. 	
          Scheduled Withdrawals. 



          



     	(a) 	
          In the case of a Participant who has elected a Scheduled Withdrawal for a
          distribution while still in the employ of the Company, such Participant shall
          receive his Distributable Amount, but only with respect to those vested
          deferrals and earnings thereon that have been elected by Participant to be
          subject to the Scheduled Withdrawal in accordance with this Section 7.1(a)
          of the Plan. A Participant’s Scheduled Withdrawal can be no earlier than
          two years from the last day of the Plan Year for which Participant’s
          deferrals are made. Any distribution made pursuant to a Scheduled Withdrawal
          shall be made in either a lump-sum payment or annual installment payments up to
          5 years. These payments will be made in February of the year(s) selected. 



          



     	(b) 	
          A Participant may extend the Scheduled Withdrawal for any Plan Year, provided
          such extension occurs at least one year before the Scheduled Withdrawal and is
          for a period of not less than five years from the Scheduled Withdrawal. In the
          event a Participant separates from service with the Company prior to a Scheduled
          Withdrawal, other than by reason of death,(3) then the portion of
          Participant’s Account associated with a Scheduled Withdrawal that has not
          occurred prior to such termination, shall be distributed, along with any
          remaining portion of the annual deferral amount not subject to the Scheduled
          Withdrawal, in the form selected by the Participant in accordance with
          Section 6.5. If no such election was made under Section 6.5 for such
          annual deferral amount, such Scheduled Withdrawal shall be paid in a lump sum. 



          



     	7.2. 	
          Hardship. In the event of an unforeseeable financial emergency, a
          Participant may make a written request to the Plan Administrator for a hardship
          withdrawal from his Account. For purposes of this Plan, an “unforeseeable
          financial emergency” is defined as a severe financial hardship to the
          Participant resulting from a sudden and unexpected illness or accident of the
          Participant or a dependent (as such term is defined in Section 152(a) of
          the Code) of the Participant, loss of the Participant’s property due to
          casualty, or other similar extraordinary and unforeseeable circumstances arising
          as a result of events beyond the control of the Participant. The granting of a
          Participant’s request for a hardship withdrawal shall be left to the
          absolute discretion of the Plan Administrator and the Plan Administrator may
          deny such request even if an unforeseeable financial emergency clearly exists. A
          request for a hardship withdrawal must be made in writing at least 30 days in
          advance, on a form provided by the Plan Administrator, and must be expressed as
          a specific dollar amount. The amount of a hardship withdrawal may not exceed the
          lesser of the amount required to meet Participant’s unforeseeable financial
          emergency or Participant’s vested Account balance. A hardship withdrawal
          will not be permitted to the extent that the hardship is or may be relieved
          through reimbursement or compensation by insurance or otherwise, liquidation of
          the Participant’s assets to the extent that such liquidation would not
          itself cause a severe financial hardship, or by the cessation of Deferral
          Contributions. 



          












     	7.3. 	
          Acceleration of Benefits. The Plan Administrator may accelerate the
          distribution of a Participant’s vested Account balance in order to
          (a) satisfy a domestic relations order; (b) pay employment taxes on
          amounts deferred under the Plan; (c) permit an automatic lump sum payment
          of not more than $10,000 upon the termination of a Participant’s entire
          interest in the Plan; or (d) any other permitted acceleration under
          Section 409A of the Code and the regulations thereof, including a Change of
          Control. In the event an accelerated distribution is requested by a Participant
          to satisfy a domestic relations order, the Plan Administrator shall make
          payments to someone other than Participant, as directed by the qualified
          domestic relations order. 



          



     	7.4. 	
          Crediting of Withdrawals. Withdrawals and other distributions shall be
          charged pro rata to the Funds in which the Account of the Participant is
          invested, pursuant to his designation under Sections 4.1 and 4.2 hereof. 



          












ARTICLE 8 






ADMINISTRATION OF THE
PLAN 



     	8.1. 	
          Adoption of Trust. The Company may enter into a Trust Agreement with the
          Trustee, to which the Company or any adopting Affiliate may, in its sole
          discretion, contribute cash or other property to provide for the payment of
          benefits under the Plan. The provisions of the Plan shall govern the rights of a
          Participant to receive distributions pursuant to the Plan. The provisions of the
          Trust Agreement shall govern the rights of the Company, adopting Affiliates,
          Participants and the creditors of the Company and adopting Affiliates to the
          assets transferred to the Trust Fund. All obligations under the Plan may be
          satisfied with Trust assets distributed pursuant to the terms of the Trust
          Agreement, and any such distribution shall reduce the obligations under the
          Plan. 



          



     	8.2. 	
          Powers of the Plan Administrator. 



          



     	(a) 	
          The Plan Administrator shall have the power and discretion to perform the
          administrative duties described in this Plan or required for proper
          administration of the Plan and shall have all powers necessary to enable it to
          properly carry out such duties. Without limiting the generality of the
          foregoing, the Plan Administrator shall have the power and discretion to
          construe and interpret this Plan, to hear and resolve claims relating to this
          Plan, and to decide all questions and disputes arising under this Plan. The Plan
          Administrator shall determine, in its discretion, the status and rights of a
          Participant, and the identity of the Beneficiary or Beneficiaries entitled to
          receive any benefits payable hereunder on account of the death of a Participant. 



          



     	(b) 	
          Except as is otherwise provided hereunder, the Plan Administrator shall
          determine the manner and time of payment of benefits under this Plan. All
          benefit disbursements by the Trustee shall be made upon the instructions of the
          Plan Administrator. 



          



     	(c) 	
          The decision of the Plan Administrator upon all matters within the scope of its
          authority shall be binding and conclusive upon all persons. 



          



     	(d) 	
          The Plan Administrator shall file all reports and forms lawfully required to be
          filed by the Plan Administrator and shall distribute any forms, reports or
          statements to be distributed to Participants and others. 



          



     	(e) 	
          The Plan Administrator shall keep itself advised with respect to the investment
          of the Trust Fund and shall report to the Company regarding the investment and
          reinvestment of the Trust Fund not less frequently than annually. 



          











     	8.3. 	
          Creation of Committee. The Compensation Committee may appoint a separate
          committee to perform its duties as Plan Administrator by the adoption of
          appropriate Compensation Committee Board of Directors resolutions. The committee
          must consist of at least two (2) members, and they shall hold office during the
          pleasure of the Compensation Committee. The committee members shall serve
          without compensation but shall be reimbursed for all expenses by the Company.
          The committee shall conduct itself in accordance with the provisions of this
          Article VIII. The members of the committee may resign with 30 days notice
          in writing to the Company and may be removed immediately at any time by written
          notice from the Company. 



          



     	8.4. 	
          Chairman and Secretary. The committee shall elect a chairman from among
          its members and shall select a secretary who is not required to be a member of
          the committee and who may be authorized to execute any document or documents on
          behalf of the committee. The secretary of the committee or his designee shall
          record all acts and determinations of the committee and shall preserve and
          retain custody of all such records, together with such other documents as may be
          necessary for the administration of this Plan or as may be required by law. 



          



     	8.5. 	
          Appointment of Agents. The committee may appoint such other agents, who
          need not be members of the committee, as it may deem necessary for the effective
          performance of its duties, whether ministerial or discretionary, as the
          committee may deem expedient or appropriate. The compensation of any agents who
          are not employees of the Company shall be fixed by the committee within any
          limitations set by the Board of Directors. 



          



     	8.6. 	
          Majority Vote and Execution of Instruments. In all matters, questions and
          decisions, the action of the committee shall be determined by a majority vote of
          its members. They may meet informally or take any ordinary action without the
          necessity of meeting as a group. All instruments executed by the committee shall
          be executed by a majority of its members or by any member of the committee
          designated to act on its behalf. 



          



     	8.7. 	
          Allocation of Responsibilities. The committee may allocate
          responsibilities among its members or designate other persons to act on its
          behalf. Any allocation or designation, however, must be set forth in writing and
          must be retained in the permanent records of the committee. 



          



     	8.8. 	
          Conflict of Interest. No member of the committee who is a Participant
          shall take any part in any action in connection with his participation as an
          individual. Such action shall be voted or decided by the remaining members of
          the committee. 



          



     	8.9. 	
          Indemnity. To the extent permitted by applicable state law, the Company
          shall indemnify and hold harmless the Plan Administrator, the committee and each
          member thereof, the Board of Directors, and any delegate of the committee or
          Plan Administrator who is an employee of the Company against any and all
          expenses, liabilities and claims, including legal fees to defend against such
          liabilities and claims arising our of their discharge in good faith of
          responsibilities under or incident to the Plan, other than expenses and
          liabilities arising out of willful misconduct. This indemnity shall not preclude
          such further indemnities as may be available under insurance purchased by the
          Company or provided by the Company under any bylaw, agreement or otherwise, as
          such indemnities are permitted under state law. 



          












ARTICLE 9 








ADOPTION OF PLAN BY
AFFILIATES 



The adoption of this Plan by any
Affiliate shall not be effective without the written consent of the Company. Any adoption
shall be evidenced by certified copies of the resolution of the foregoing board of
directors indicating the adoption. The resolution shall define the effective date for the
purpose of the Plan as adopted by the corporation or Affiliate. Upon the adoption by any
Affiliate, the term “Company” shall include such Affiliate. 













ARTICLE 10 








CLAIM REVIEW PROCEDURE 



     	10.1. 	
          General. In the event that a Participant or Beneficiary is denied a claim
          for benefits under this Plan (the “claimant”), the Plan Administrator
          shall provide to the claimant written notice of the denial which shall set
          forth: 



          



     	(a) 	
          the specific reason or reasons for the denial; 



          



     	(b) 	
          specific references to pertinent Plan provisions on which the Plan Administrator
          based its denial; 



          



     	(c) 	
          a description of any additional material or information needed for the claimant
          to perfect the claim and an explanation of why the material or information is
          needed; 



          



     	(d) 	
          a statement that the claimant may: 



          



     	(1) 	
          request a review upon written application to the Plan Administrator; 



          



     	(2) 	
          review pertinent Plan documents; and 



          



     	(3) 	
          submit issues and comments in writing; and 



          



     	(e) 	
          That any appeal the claimant wishes to make of the adverse determination must be
          in writing to the Plan Administrator within sixty (60) days after receipt of the
          Plan Administrator’s notice of denial of benefits. The Plan
          Administrator’s notice must further advise the claimant that his failure to
          appeal the action to the Plan Administrator in writing within the sixty (60) day
          period will render the Plan Administrator’s determination final, binding,
          and conclusive. 



          



     	10.2. 	
          Appeals. 



          



     	(a) 	
          If the claimant should appeal to the Plan Administrator, he, or his duly
          authorized representative, may submit, in writing, whatever issues and comments
          he, or his duly authorized representative, feels are pertinent. The Plan
          Administrator shall re-examine all facts related to the appeal and make a final
          determination as to whether the denial of benefits is justified under the
          circumstances. The Plan Administrator shall advise the claimant in writing of
          its decision on his appeal, the specific reasons for the decision, and the
          specific Plan provisions on which the decision is based. The notice of the
          decision shall be given within 60 days of the claimant’s written request
          for review, unless special circumstances (such as a hearing) would make the
          rendering of a decision within the 60 day period infeasible, but in no event
          shall the Plan Administrator render a decision regarding the denial of a claim
          for benefits later than 120 days after its receipt of a request for review. If
          an extension of time for review is required because of special circumstances,
          written notice of the extension shall be furnished to the claimant prior to the
          date the extension period commences. 



          













     	(b) 	
          If, upon appeal, the Plan Administrator shall grant the relief requested by the
          claimant, then, in addition, the Plan Administrator shall award to the claimant
          reasonable fees and expenses of counsel, or any other duly authorized
          representative of claimant, which shall be paid by the Company. The
          determination as to whether such fees and expenses are reasonable shall be made
          by the Company in its sole and absolute discretion and such determination shall
          be binding and conclusive on all parties. 



          



     	10.3. 	
          Notice of Denials. The Plan Administrator’s notice of denial of
          benefits shall identify the address to which the claimant may forward his
          appeal. 



          












ARTICLE 11 









LIMITATION OF RIGHTS,
CONSTRUCTION 



     11.1.    
          Limitation of Rights. Neither this Plan, any Trust Agreement, nor
          membership in the Plan shall give any employee or other person any right except
          to the extent that the right is specifically fixed under the terms of the Plan.
          The establishment of the Plan shall not be construed to give any individual a
          right to be continued in the service of the Company or as interfering with the
          right of the Company to terminate the service of any individual at any time. 



     11.2.    
          Construction. The masculine gender, where appearing in the Plan, shall
          include the feminine gender (and vice versa), and the singular shall include the
          plural, unless the context clearly indicates to the contrary. Headings and
          subheadings are for the purpose of reference only and are not to be considered
          in the construction of this Plan. If any provision of this Plan is determined to
          be for any reason invalid or unenforceable, the remaining provisions shall
          continue in full force and effect. All of the provisions of this Plan shall be
          construed and enforced in accordance with the laws of the State of Utah. 












ARTICLE 12 







LIMITATION ON
ASSIGNMENT; PAYMENTS TO LEGALLY 



INCOMPETENT DISTRIBUTEE 



     12.1.    
          Anti-Alienation Clause. No benefit which shall be payable under the Plan
          to any person shall be subject in any manner to anticipation, alienation, sale,
          transfer, assignment, pledge, encumbrance or charge, and any attempt to
          anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
          otherwise dispose of the same shall be void. No benefit shall in any manner be
          subject to the debts, contracts, liabilities, engagements or torts of any
          person, nor shall it be subject to attachment or legal process for or against
          any person, except to the extent as may be required by law. 



     12.2.    
          Permitted Arrangements. Section 12.1 shall not preclude arrangements
          for the withholding of taxes from benefit payments, arrangements for the
          recovery of benefit overpayments, arrangements for the transfer of benefit
          rights to another plan, or arrangements for direct deposit of benefit payments
          to an account in a bank, savings and loan association or credit union (provided
          that such arrangement is not part of an arrangement constituting an assignment
          or alienation). Additionally, Section 12.1 shall not preclude arrangements
          for the distribution of the benefits of a Participant or Beneficiary pursuant to
          the terms and provisions of a “domestic relations order” in accordance
          with such procedures as may be established from time to time by the Plan
          Administrator. 



     12.3.    
          Payment to Minor or Incompetent. Whenever any benefit which shall be
          payable under the Plan is to be paid to or for the benefit of any person who is
          then a minor or determined by the Plan Administrator to be incompetent by
          qualified medical advice, the Plan Administrator need not require the
          appointment of a guardian or custodian, but shall be authorized to cause the
          same to be paid over to the person having custody of the minor or incompetent,
          or to cause the same to be paid to the minor or incompetent without the
          intervention of a guardian or custodian, or to cause the same to be paid to a
          legal guardian or custodian of the minor or incompetent if one has been
          appointed or to cause the same to be used for the benefit of the minor or
          incompetent. 














ARTICLE 13 








AMENDMENT, MERGER, AND
TERMINATION 



     13.1.    
          Amendment. The Company shall have the right at any time, by an instrument
          in writing duly executed, acknowledged and delivered to the Plan Administrator,
          to modify, alter or amend this Plan, in whole or in part, prospectively or
          retroactively; provided, however, that the duties and liabilities of the Plan
          Administrator and any Trustee hereunder shall not be substantially increased
          without its written consent; and provided further that the amendment shall not
          reduce any Participant’s interest in the Plan, calculated as of the date on
          which the amendment is adopted. If the Plan is amended by the Company after it
          is adopted by an Affiliate, unless otherwise expressly provided, it shall be
          treated as so amended by such Affiliate without the necessity of any action on
          the part of the Affiliate. Any Affiliate or other corporation adopting this Plan
          hereby delegates the authority to amend the Plan to the Company. An Affiliate or
          other corporation that has adopted this Plan may terminate its future
          participation in the Plan at any time. 



     13.2.    
          Merger or Consolidation of Company. The Plan shall not be automatically
          terminated by the Company’s acquisition by or merger into any other
          employer, but the Plan shall be continued after such acquisition or merger if
          the successor employer elects and agrees to continue the Plan. All rights to
          amend, modify, suspend, or terminate the Plan shall be transferred to the
          successor employer, effective as of the date of the merger. 



     13.3.    
          Termination of Plan or Discontinuance of Contributions. It is the
          expectation of the Company that this Plan and the payment of contributions
          hereunder will be continued indefinitely. However, continuance of the Plan is
          not assumed as a contractual obligation of the Company, and the right is
          reserved at any time to terminate this Plan or to reduce, temporarily suspend or
          discontinue contributions hereunder. The termination of the Plan shall not
          adversely affect any Participant or Beneficiary who has become entitled to the
          payment of any benefits under the Plan as of the date of termination; provided,
          however, that to the extent permissible under Code Section 409A and related
          regulations and guidance, including but not limited to such guidance and
          regulations as may be issued after the effective date of this Plan, if there is
          a termination of the Plan with respect to all Participants, the Company shall
          have the right, in its sole discretion, and notwithstanding any elections made
          by the Participant, to immediately pay all benefits in a lump sum following such
          termination. 



     13.4.    
          Limitation of Company’s Liability. The adoption of this Plan is
          strictly a voluntary undertaking on the part of the Company and shall not be
          deemed to constitute a contract between the Company and any employee or
          Participant or to be consideration for, an inducement to, or a condition of the
          employment of any employee. A Participant, employee, or Beneficiary shall not
          have any right to retirement or other benefits except to the extent provided
          herein. 












ARTICLE 14 



GENERAL PROVISIONS 



     14.1.    
          Status of Participants as Unsecured Creditors. All benefits under the
          Plan shall be the unsecured obligations of the Company as applicable, and,
          except for those assets which may be placed in any Trust Fund established in
          connection with this Plan, no assets will be placed in trust or otherwise
          segregated from the general assets of the Company or each Company, as
          applicable, for the payment of obligations hereunder. To the extent that any
          person acquires a right to receive payments hereunder, such right shall be no
          greater than the right of any unsecured general creditor of the Company. 



     14.2.    
          Uniform Administration. Whenever in the administration of the Plan any
          action is required by the Plan Administrator, such action shall be uniform in
          nature as applied to all persons similarly situated. 



     14.3.    
          Heirs and Successors. All of the provisions of this Plan shall be binding
          upon all persons who shall be entitled to any benefits hereunder, and their
          heirs and legal representatives. 



To signify its adoption of this Plan
document, the Company has caused this Plan document to be executed by a duly authorized
officer of the Company on this ___th day of _______________, 2007. 



NU
SKIN ENTERPRISES, INC. 




                                                                                    By:     /s/ D. Matthew Dorny  

                                                                                    Its:     Vice President










SCHEDULE A 


Nu Skin International, Inc. Deferred Compensation Plan (Adams, Mark)



Nu Skin International, Inc. Deferred Compensation Plan (Allen, Charles)



Deferred Compensation Plan
(New Participant Form) (Averett, Claire) 



Deferred Compensation
Plan 2004b (Averett, Claire) 



Nu Skin International, Inc. Deferred Compensation Plan (Bush, Lori)



Deferred Compensation Plan
2004b (Bush, Lori) 



Nu Skin International, Inc. Deferred Compensation Plan (Cerqueira, Luiz)



Nu Skin International, Inc. Deferred Compensation Plan (Chang, Joseph)



Deferred Compensation
Plan 2004b (Chang, Joseph) 



Deferred Compensation Plan
(New Participant Form) (Chard, Dan) 



Nu Skin International, Inc. Deferred Compensation Plan (Conlee, Robert)



Nu Skin International, Inc. Deferred Compensation Plan (Dorny, Matt)



Deferred Compensation
Plan (New Participant Form) (Durrant, Jodi) 



Nu Skin International, Inc. Deferred Compensation Plan (Ford, Joe) 



Nu Skin International, Inc. Deferred Compensation Plan (Fralick, John) 



Nu Skin International, Inc. Deferred Compensation Plan (Frary, Jim) 



Deferred Compensation Plan
(New Participant Form) (Garrett, Gary)  



Deferred Compensation
Plan (New Participant Form) (Hartvigsen, Rich)  



Deferred Compensation Plan
2004b (Hartvigsen, Rich) 



Deferred Compensation
Plan (New Participant Form) (Henderson, Sid) 




Deferred Compensation Plan
2004b (Henderson, Sid) 



Deferred Compensation
Plan (New Participant Form) (Howe, Keith) 



Nu Skin International, Inc. Deferred Compensation Plan (Hunt, Truman)



Deferred Compensation Plan
(New Participant Form) (King, Richard) 



Deferred Compensation
Plan 2004b (King, Richard)



Deferred Compensation Plan
(New Participant Form) (Lindley, Corey) 

>

Nu Skin International, Inc. Deferred Compensation Plan (Lords, Brian)



Deferred Compensation Plan (New
Participant Form) (MacFarlene, Larry V.) 



Nu Skin International, Inc. Deferred Compensation Plan (Mangum, Bart)



Deferred Compensation Plan
(New Participant Form) (Messick, Owen) 



Deferred Compensation
Plan (New Participant Form) (Morris, Brad) 



Nu Skin International, Inc. Deferred Compensation Plan (Nielson, Chris)



Nu Skin International, Inc. Deferred Compensation Plan (Nelson, Brett)



Nu Skin International, Inc. Deferred Compensation Plan (Peterson, Jack)



Deferred Compensation Plan
(New Participant Form) (Schultz, Tom) 



Deferred Compensation
Plan (New Participant Form) (Schwerdt, Scott) 



Nu Skin International, Inc. Deferred Compensation Plan (Smidt, Carsten)



Deferred Compensation Plan
(New Participant Form) (Smith, Michael)



Nu Skin International, Inc. Deferred Compensation Plan (Thibaudeau, Elizabeth)



Nu Skin International, Inc. Deferred Compensation Plan (Treharne, Alex)



Deferred Compensation
Plan (New Participant Form) (Van Pelt, Dane) 



Deferred Compensation Plan
2004b (Van Pelt, Dane)



Nu Skin International, Inc. Deferred Compensation Plan (Wayment, Brad)



Deferred Compensation
Plan (New Participant Form) (Wolfert, Mark) 



Nu Skin International, Inc. Deferred Compensation Plan (Wood, Ritch)



Nu Skin International, Inc. Deferred Compensation Plan (Young, Rob)