Exhibit 10.2 Early Retirement Plan and Related Documents








NU SKIN INTERNATIONAL,
INC.  




VOLUNTARY EARLY
RETIREMENT INCENTIVE PLAN  
 AND
 SUMMARY PLAN DESCRIPTION














TABLE OF CONTENTS 


			Page No.
	 	 	 	 	 	 
	1.	 	Definitions	 	1	 
	2.	 	Eligibility for Benefits	 	2	 
	 	 	A.        Eligible Employee	 	2	 
	 	 	B.        Timely Return Election Form	 	2	 
	 	 	C.        Timely Return Release and Separation Agreement	 	2	 
	3.	 	Benefits	 	3	 
	 	 	A.        Basic Benefit	 	3	 
	 	 	B.        Bonus Benefit	 	3	 
	4.	 	Payment of Benefits	 	3	 
	 	 	A.        Lump-sum Payment	 	3	 
	 	 	B.        Lump-sum Payment at Future Date	 	3	 
	 	 	C.        Installment Payments	 	3	 
	5.	 	Committee	 	3	 
	6.	 	Amendment or Termination	 	4	 
	7.	 	No Oral Representations; Consultation with Attorney	 	4	 
	8.	 	Severability	 	4	 
	9.	 	Construction	 	4	 
	10.	 	Headings	 	4	 
	11.	 	Governing Law	 	4	 
	12.	 	ERISA Rights	 	4	 
	 	 	A.        Examine Documents	 	4	 
	 	 	B.        Obtaining Copies	 	5	 
	 	 	C.        Financial Statements	 	5	 
	 	 	D.        Fiduciary Duties	 	5	 
	 	 	E.        Claims Rights	 	5	 
	 	 	F.        U.S. Department of Labor	 	5	 
	 	 	G.        Contact Information	 	6	 
	 	 	H.        Type of Plan	 	6	 
	 	 	I.        Source of Plan Funding	 	6	 
	 	 	J.        Service of Process	 	6	 
	 	 	K.        Plan Year	 	6	 
	13.	 	Effective Date	 	6	 









i 












NU SKIN INTERNATIONAL,
INC. 



                                     VOLUNTARY EARLY RETIREMENT INCENTIVE PLAN

                                                        AND

                                             SUMMARY PLAN DESCRIPTION





        This
Voluntary Early Retirement Incentive Plan (the “Plan”) was adopted by Nu Skin
International, Inc. on June 4, 2003. The Company reserves the right to amend or terminate
this Plan at any time and from time to time. Unless sooner amended or terminated, this
Plan shall apply only to Eligible Employees who voluntarily retire from service with the
Company, which retirement occurs between June 4, 2003 and July 25, 2003, and who meet the
conditions and requirements set forth below. 



     



         1    Definitions.
       
          For purposes of this Plan, the following terms shall have the meanings set forth
          below: 



          		    A.       
               “Benefits” shall mean those benefits provided under this Plan as set
               forth in Section 3 below. 



               



          		    B.       
               “Company” shall mean Nu Skin International, Inc. and its USA
               affiliates. 



               



          		    C.       
               “Election Form” shall mean the election form the Company provides the
               Employee to elect a voluntary retirement through the Plan. 



               



          		    D.       
               “Eligible Employee” or “Employee” shall mean an employee who
               has satisfied all of the conditions and requirements set forth in Section 2
               below. 



               



          		    E.       
               “Final Monthly Salary” shall mean an Employee’s taxable wages for
               the last full calendar month of employment with the Company prior to retirement,
               as determined by the Company. 



               



		    F.                            “Release
and Separation Agreement” shall mean the release and           separation agreement
the Company provides an Employee as part of this Plan.  








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          		    G.       
               “Years of Service” shall mean consecutive twelve (12) calendar month
               periods during which the Employee has been continuously employed by the Company
               full-time (at least 40 hours per week), as determined by the Company. A
               full-time Employee shall be given credit for a full Year of Service for the last
               year of service with the Company, regardless of the actual time employed with
               the Company during that last year. For example, an Eligible Employee who has
               consecutively worked five (5) years and three (3) months for the Company will be
               given credit for six (6) Years of Service. In addition, an Eligible Employee who
               has worked less than one (1) year with the Company will be given credit for one
               (1) Year of Service. For example, an Eligible Employee who has worked three (3)
               months for the Company will be given credit for one (1) Year of Service. 



               



    2.        
Eligibility for Benefits.  In order for an Employee to qualify for Benefits, all of the following
conditions must have been met: 



          		    A.
       
               Eligible Employee. The Employee must have reached the age of fifty-nine and
               one-half (591/2) years and be employed with the Company full-time (at least
               forty (40) hours per week) as of the date he or she receives the Election Form
               from the Company. 



               



          		
    B.       
               Timely Return Election Form. The Employee must affirmatively elect to
               participant in the Plan and retire from service with the Company by returning to
               the Company’s human resource department the signed and completed Election
               Form by no later than the close of business on July 25, 2003. 



               



          		
    C.       
               Timely Return Release and Separation Agreement. The Employee must sign and
               return to the Company’s human resource department the completed Release and
               Separation Agreement by no later than close of business on July 25, 2003. The
               Employee must submit the signed Release and Separation Agreement to the Company
               at the same time he or she signs and submits the Election Form to the Company.
               The Employee’s resignation from the Company will be effective the date the
               Employee signs the Release and Separation Agreement and Election Form. An
               Employee shall have a minimum of forty-five (45) days after receipt of the
               Release and Separation Agreement to consider the execution of the same, but may
               sign and return the Election Form and the Release and Waiver Agreement to the
               Company at any time after receipt. The Release and Separation Agreement is
               effective and enforceable seven (7) days after the date the Employee executes
               it. The Employee may revoke the Release and Separation Agreement by providing
               written notice of such revocation to the Company at any time during the seven
               (7)-day period following the date he or she executes the Release and Separation
               Agreement. If the Employee revokes the Release and Separation Agreement, the
               Employee will have no right to Benefits specified in this Plan, and the
               Employee’s resignation from the Company will be rescinded effective as of
               the original date of revocation, with no break in service having occurred. 



               







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         3    Benefits.       
          Benefits under this Plan will be paid only if the Company decides in its
          discretion that the Employee is entitled to them. 



          		    
A.       
               Basic Benefit. Under this Plan, an Employee shall receive Benefits equal to one
               (1) times Final Monthly Salary for every Year of Service, subject to the
               following minimum and maximum. An Eligible Employee will receive a minimum of
               six (6) times Final Monthly Salary under this basic Benefits option, regardless
               of his or her Years of Service. For example, an Eligible Employee who has only
               one (1) Year of Service will still receive six (6) months of Final Monthly
               Salary under this basic Benefits option. Notwithstanding the above, an Eligible
               Employee will receive a maximum of twenty-four (24) times Final Monthly Salary
               under this basic Benefits option, regardless of his or her Years of Service, 



               



          		    
B.       
               Bonus Benefit. Under this plan, an Eligible Employee shall receive any bonus
               earned but not yet paid under the Company Bonus Plan at such time as any bonus
               is paid to Company employees. This bonus payment will be paid to each Eligible
               Employee even though not a Company employee at the time of actual payment. 



               



        4.
    Payment of Benefits. An Employee must choose on the Election Form a Benefits payment option. This
election will be irrevocable and must be made before the Employee signs the Release and
Separation Agreement. The Employee must choose one of the following three payment options: 



          		    A.       
               Lump-sum Payment. The Employee may elect to receive a single, lump-sum payment
               of his or her Benefits as soon as administratively feasible after the
               Employee’s retirement, but no sooner than seven (7) days after the Employee
               returns to the Company the Election Form, Release and Separation Agreement, and
               Non-Compete Agreement (for enhanced Benefits). 



               



          		    B.       
               Lump-Sum Payment at Future Date. The Employee may elect to receive a single,
               lump-sum payment of his or her Benefits at a date the Employee designates on the
               Election Form, but no later than twelve (12) months after his or her retirement
               date from the Company. The Company will not pay interest on this lump-sum
               amount. 



               



          		    C.       
               Installment Payments. The Employee may elect to receive his or her Benefits in
               equal, monthly installments over a period of months the Employee chooses. This
               period may not extend beyond twelve (12) months after the Employee’s
               retirement date from the Company. The Company will not pay interest on these
               installment payments. 



               



All payments made under this Plan are
subject to applicable income, employment and other taxes as may be required under any law
or regulation. 



         5.
    Committee.       
          The Company may form a committee (the “Committee”) that shall have the
          discretionary authority to interpret and modify this Plan. The Committee shall
          have authority and discretion to adopt rules and regulations applicable to this
          Plan, including rules that define and interpret any provision of this Plan. 







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6.    Amendment
or Termination. This Plan may be adopted, modified or terminated, in whole or in part, at
any time, and from time to time, by the Company acting through a resolution of its Board
of Directors, provided that no such amendment, modification or termination of this Plan
shall affect the rights of an Employee who has executed and delivered to the Company a
Release and Separation Agreement pursuant to the provisions of this Plan prior to the date
of such amendment to this Plan. 



        7.
    No Oral Representations; Consultation with Attorney. The Company does not guarantee any
particular result under this Plan. Except for providing copies of this Plan to an
Employee, neither the Company, the Committee nor any employee or agent of same shall be
authorized to advise an Employee on any aspects of this Plan, including the legal and
other effects of the Release and Separation Agreement to be signed by the Employee or the
tax consequence of payments or benefits under this Plan. No representation of the tax or
other legal effects of the Release and Separation Agreement against the Company or
consideration for the Release and Separation Agreement against the Company or the scope of
the Release and Separation Agreement against the Company have been made by the Company.
The Employee agrees as a condition to receiving Benefits under this Plan that he or she
will consult with his or her own advisor or legal counsel with respect to such matters. 



         
8.    Severability.       
          In the event any section, subsection, paragraph, subparagraph or specific
          provision is found to be illegal or invalid for any reason, such illegality or
          invalidity shall not affect the remaining provisions of the Plan, and the Plan
          shall be construed and enforced as if such illegal and invalid provision had
          never been set forth in the Plan. 



         9.
    Construction.       
          Where applicable, the masculine includes the feminine and vice versa. Where
          applicable, the singular includes the plural and vice versa. Where a word or
          phrase is defined in Section 1 of the Plan and appears in capitalized form in
          another Section of the Plan, such word or phrase shall have the meaning set
          forth in Section 1 unless the context clearly requires otherwise. A word or
          phrase in non-capitalized form shall retain its plain meaning taken in the
          context in which it appears, regardless of whether said word or phrase is
          defined in Section 1. Nothing herein shall be construed to permit a duplication
          of benefits. 



         10.
    Headings.       
          The headings are for reference only. In the event of a conflict between a
          heading and the content of a Section, the content of the Section shall control. 



    11.
    Governing
Law. This Plan is created in the State of Utah, and shall be construed, administered and
enforced according to the laws of the State of Utah, except to the extent preempted by
valid provisions of applicable federal law. 



    12.    
ERISA Rights. As a participant in this Plan you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all
plan participants shall be entitled to those rights outlined below. 



          		    A.       
               Examine Documents. You are entitled to examine, without charge, at the
               Company’s office and at other specified locations, such as worksites, all
               documents governing the Plan and a copy of the latest annual report (Form 5500
               Series), if any, filed by the Plan with the U.S. Department of Labor. 



               








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          		    B.       
               Obtaining Copies. You are entitled to obtain, upon written request to the
               Company, copies of documents governing the operation of the Plan, including
               copies of the latest annual report (Form 5500 Series), if any, and an updated
               summary plan description. The Company may make a reasonable charge for the
               copies. 



               



          		    C.       
               Financial Statements. You are entitled to obtain a summary of the Plan’s
               annual financial report, if any. The Company is required by law to furnish each
               participant with a copy of this summary annual report. 



               



          		    D.       
               Fiduciary Duties. In addition to creating rights for Plan participants, ERISA
               imposes duties upon the people who are responsible for the operation of this
               Plan. The people who operate this Plan — called “fiduciaries” of
               the Plan — have a duty to do so prudently and in the interest of you and
               other Plan participants and beneficiaries. No one, including the Company or any
               other person, may fire you or otherwise discriminate against you in any way to
               prevent you from obtaining benefits under the Plan or exercising your rights
               under ERISA. 



               



          		    E.       
               Claims Rights. If your claim for a benefit under this Plan is denied in whole or
               in part you must receive a written explanation of the reason for the denial. You
               have the right to have the Committee review and reconsider your claim. Under
               ERISA, there are steps you can take to enforce the above rights. For instance,
               if you request materials from the Plan and do not receive them within 30 days,
               you may file suit in a federal court. In such a case, the court may require the
               Company to provide the materials and pay you up to $110 a day until you receive
               the materials, unless the materials were not sent because of reasons beyond the
               control of the Company. 



               



            
If you have a claim for benefits
that is denied or ignored, in whole or in part, you may file suit in a state or federal
court. If it should happen that the Plan’s fiduciaries misuse the Plan’s money,
or if you are discriminated against for asserting your rights, you may seek assistance
from the U.S. Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are successful the court
may order the person you have sued to pay these costs and fees. If you lose, the court
may order you to pay these costs and fees, for example, if it finds your claim is
frivolous.  



          		    F.       
               U.S. Department of Labor. If you have any questions about this Plan, you should
               contact the Company. If you have any questions about this statement or about
               your rights under ERISA, you should contact the nearest office of the Pension
               and Welfare Benefits Administration, U.S. Department of Labor, listed in your
               telephone directory or the Division of Technical Assistance and Inquiries,
               Pension and Welfare Benefits Administrator, U.S. Department of Labor, 200
               Constitution Avenue N.W., Washington, D.C. 20210. 



               






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          	G.	
               Contact Information. Nu Skin International, Inc. administers the Plan. You can
               contact the administrator at: 



               



     	  	Nu Skin International, Inc.

75 W. Center Street
 Provo, Utan 84601


           801-345-8607
 EIN: 87-0416910 


          



     	H. 	       

           Type of Plan. This plan is a welfare benefit plan under ERISA designed to
          provide monetary incentives for voluntary early retirement to certain Employees. 


          



     	I. 	       

           Source of Plan Funding. The Company pays the entire cost of this Plan from its
          general assets. 


          



     	J. 	       

           Service of Process. Service of process may be made on the Company at: 


          



     		Mr.
           Matthew Dorny
 Nu Skin International, Inc. 
75 W. Center Street
 Provo, Utah 84601 


          



     	K. 	       

           Plan Year. This Plan’s year-end is December 31st. 


          



         13.       
          Effective Date. This Plan is effective as of the 4th day of June, 2003. 



DATED this 4th day of June, 2003. 



/s/ M. Truman Hunt

President
Nu
Skin International, Inc. 







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ELECTION FORM 


FOR THE 


NU SKIN INTERNATIONAL,
INC. 


VOLUNTARY EARLY
RETIREMENT INCENTIVE PLAN 



I.         ELECTION TO
PARTICIPATE 



I hereby elect to participate in the Voluntary
Early Retirement Incentive Plan (the “Plan”) of Nu Skin International, Inc. (the
“Company”) and to be subject to the terms and conditions of the Plan. I
voluntarily resign my employment and retire from the Company effective as of the date this
Election Form and the Release and Separation Agreement are signed and returned to the
Company’s human resource department. 



II.        DISTRIBUTION ELECTION 



I irrevocably elect to receive my
Plan Benefits under one of the following three payment options (check and complete, as
appropriate, one of the following): 



	(a)  	  	                     The
entire amount in a lump sum.  







	(b)  	  	                     The
entire amount in a lump sum on                      (fill
in date, which can           be no later than twelve (12) months after your retirement
date from the           Company).  







	(c)  	  	                     Approximately
equal monthly installments for a period of                       months
          (not to exceed 12 months).  







I understand that my distribution
election will become irrevocable upon signing this Election Form. I also understand that
the Company will not pay interest on Plan benefits under any of the above options, and
that all payments are subject to applicable income, employment and other taxes as may be
required under any law or regulation. 



III.        DEATH AFTER ELECTION 



In the event of my death after my
distribution election, but prior to the distribution of my Benefits under the Plan, the
balance shall be paid to my designated beneficiary or beneficiaries, as follows (check one
of the following): 



	(a)  	  	                          In
a single lump sum payment, or  







	(b)  	  	                          By
continuing the election in Section II above.  













     IV.        
  BENEFICIARY DESIGNATION FORM



Your Name: 


First:                  
        Middle:                  
      Last:                  
   



Your
Address:                  
                     
                     
                     
                     
                     
                     
    



Your Social Security
No.:                  
                     
    



Your Date of
Birth:                  
                     
   



Your Date of Hire with
the Company:                  
                     
   



Pursuant to the provisions of the
Plan, I hereby designate the following as my beneficiary or beneficiaries to whom any
interest I may then have in the Plan shall be paid in the event of my death. 



Primary Beneficiary: 



Full 


Name:                  
                     
                     
                     
                     
                     
                     
   



Address:                  
                     
                     
                     
                     
                     
                     
   




Relationship:                  
                     
                     
                     
                     
                     
                     
   




Secondary Beneficiary
(If Any): 



Full 


Name:                  
                     
                     
                     
                     
                     
                     
   



Address:                  
                     
                     
                     
                     
                     
                     
   




Relationship:
                  
                     
                     
                     
                     
                     
                     
   





I certify that the above information
is correct,. The Company and any others concerned with the administration of the Plan are
entitled to rely on this beneficiary designation and each shall be fully protected in
taking or omitting any action under any provisions of the Plan in reliance on the above
information. 



I reserve such rights as may be
available to me under the Plan to change this beneficiary designation at any time by
signing a new beneficiary designation form and filing it with the Company. 



I acknowledge that nothing in the
Plan shall be deemed to create any fiduciary relationship between the Company and myself
or my Beneficiaries, and I hereby waive any claim to the contrary. I also acknowledge that
neither the Company nor any of its employees or agents has any fiduciary duty or
responsibility whatsoever for any elections I make in other personal areas or programs as
a result of my decision regarding this Plan and they are fully released to such extent. 



I also acknowledge that I have
reviewed the Plan, that I understand the Plan’s terms and provisions, and that I do
not rely upon any representations made about the Plan. I also acknowledge that I have been
given the opportunity to consult with professionals of my choice about the effects of the
Plan, including, but not limited to, any tax effects. I also acknowledge that the Company
may amend or terminate the Plan at any time. 



All other terms of this Election Form
shall be governed by the Plan (and any amendments) which is in effect at the time of this
election. All other terms and conditions of that Plan are incorporated herein by
reference. 



In witness whereof, I have executed
this Election Form as of the date below. 



Employee: 






Signature 






Type or Print Name 






Date 


















RELEASE AND SEPARATION
AGREEMENT 



        This
Release and Separation Agreement (the “Agreement”) is entered into by
____________________ (the “Employee”) and NuSkin International, Inc. and
its affiliated companies and subsidiaries (the “Company”). 



RECITALS AND
ACKNOWLEDGMENTS 



             1.     The
          Company has adopted a Voluntary Early Retirement Incentive Plan (the
          “Incentive Plan”). 



             2.    
          The parties acknowledge and agree that Employee is eligible to receive the
          monetary incentive for voluntary early retirement according to the terms of the
          Incentive Plan. 



             3.    
          The Employee desires to obtain the monetary incentive and to voluntarily retire
          from the Company under the terms of the Incentive Plan and is willing to sign
          this Agreement. 



             4.    
          Employee resigns his/her employment with the Company and elects to retire
          effective the date he/she signs this Release and Separation Agreement. 



             5.    
          Employee acknowledges that participation in the Incentive Plan is strictly
          voluntary, that he/she is under no obligation to participate, and that he/she
          has freely chosen to participate therein and retire without any coercion. 



    NOW,THEREFORE,
in consideration of the foregoing Recitals and Acknowledgments, which are incorporated
herein by this reference, Employee and the Company agree to the following terms and
releases:  



          	 	1.	
               45 Days To Consider Agreement. Employee acknowledges and
               agrees that he/she has been given the opportunity to take at least forty-five
               (45) days (the “45-Day Period”) to consider this Agreement
               before signing it. 



               



          	  	2.  	
               Information Provided To Employee. Employee acknowledges and
               agrees that he/she has been given the following information at the commencement
               of the 45 Day Period, which information is attached hereto as Exhibit
               “A”: 



               



	 	a.	               the
class, unit or group of individuals covered by the Incentive Plan;  







	 	b.	               the
eligibility factors for participation in the Incentive Plan;  







	 	c.	the
time limits applicable to the Incentive Plan;  







	 	d.	             the
job titles and ages of all individuals eligible for the Incentive Plan;  










	 	e.	             the
ages of all individuals in the same job classification or organizational
               unit who are not eligible for the Incentive Plan.  







        Employee
also acknowledges that he/she received a copy of the Incentive Plan along with this Release and
Separation Agreement. 



          	 	3.	
               Advice To Consult A Lawyer. Employee acknowledges and
               agrees that he/she has been given the opportunity to consult with a lawyer or
               any other person or agency of his/her choice before signing this Agreement and
               that he/she understands the meaning and effect of each provision contained in
               this Agreement. The Company advises the Employee to consult with a lawyer before
               signing this Agreement. 



               



          	  	4. 	
               Voluntary Agreement. Employee agrees that he/she has
               voluntarily and knowingly entered into this Agreement, and has voluntarily
               elected to participate in the plan and retire from the Company without coercion. 



               



          	 	5.	
               Effective Date of Resignation. Employee voluntarily resigns
               his/her employment with the Company effective the date he/she signs this
               Agreement. 



               



          	  	6.  	
               No Admission by The Company. Employee and the Company agree
               that this Agreement is not an admission of any fault, liability or wrongdoing by
               the Company, and that the Company expressly denies any fault, liability or
               wrongdoing. 



               



          	  	7. 	
               No Other Representation or Promise. Employee and the
               Company represent and warrant that neither they nor any officer, director,
               shareholder, agent, servant, successor, heir, personal representative, assign,
               or attorney of or for each other has made any statement or representation to the
               other regarding any fact relied upon in executing this Agreement, and neither
               the Employee nor the Company rely upon any such statement, representation or
               promise in signing this Agreement. 



               



          	 	8.	
               Assumption of Risk if Facts are Different. Employee fully
               understands and agrees that if any of the facts concerning the claims referred
               to in this Agreement should be found in the future to be different or other than
               the facts now believed to be true, he/she expressly accepts and assumes the risk
               of such possible factual differences and agrees that this Agreement will remain
               in effect notwithstanding any differences in the facts. 



               



          	  	9.	
               Consideration. Employee acknowledges that the following
               consideration is good, sufficient and valuable consideration for the promises,
               releases and waivers contained herein, and Employee agrees that he/she is not
               otherwise entitled to this consideration and that this consideration is accepted
               as the full and final settlement of any and all claims that he/she has or may
               have against the Company, including but not limited to any claims growing out of
               or related in any way to his/her employment with the Company or his/her
               resignation therefrom. 



               



          	 	10. 	
               Employee Responsible for Taxes. Employee agrees that he/she
               is fully responsible for all his/her income, employment and other taxes and tax
               consequences to him/her resulting from the payment of the consideration pursuant
               to this Agreement, and that neither the Company nor its attorneys have made any
               representation to Employee regarding any tax  



               








2






	 	  	
                consequences. The Company reserves
               the right to withhold income, employment or other taxes from any payment to
               Employee as may be required under any law or regulation. The Company advises
               Employee to consult a lawyer concerning this Agreement, including the tax
               consequences resulting from the receipt of the above consideration. 



               



	 	a.  	                The
Company will pay Employee a total amount of__________________, less required
               withholdings. This amount will be paid in a lump sum or in installments
               according to the Employee’s election on the Election Form after the
               revocation period described in paragraph 12 below.  







	 	b.	                The
Company will pay any Employee earned bonus, if any, when such bonuses are
               paid to all employees of the Company.  







RELEASE AND WAIVER 



          	  	11. 	
               Release of Any and All Claims Against The Company. For the
               good and valuable consideration set forth above, the receipt and sufficiency of
               which is acknowledged, and in consideration of the foregoing Recitals and
               Acknowledgements, and with the intent of binding himself/herself and his/her
               successors, heirs and assigns, Employee hereby fully and forever releases and
               discharges the Company and its shareholders, officers, directors, agents,
               employees, predecessors, successors, assigns, affiliated companies, parent
               corporations, sister corporations and subsidiaries, from any and all claims,
               demands, actions, causes of action, judgments and liabilities of any kind or
               nature whatsoever in law, equity or otherwise, whether known or unknown,
               suspected or unsuspected, which have existed or may have existed or which do
               exist, including, but not limited to, all those which may be based in whole or
               in part on, or may arise from or are or may be related to Employee’s
               employment with the Company or termination thereof, from the beginning of time
               to the date of the signing of this Agreement, including, but not limited to, the
               following: 



               



	 	a.  	Any
claim by Employee that the Company discriminated against him/her on the
               basis of his/her age in violation of either state or federal law,
including the                Age Discrimination in Employment Act of 1967, as amended, 29
U.S.C.                § 621, et. seq. EMPLOYEE HEREBY WAIVES
ALL                RIGHTS AND CLAIMS UNDER ALL STATE AND FEDERAL ANTI-DISCRIMINATION LAWS,
               INCLUDING THE AFOREMENTIONED AGE DISCRIMINATION IN EMPLOYMENT ACT.  







	 	b.  	Any
claim by Employee that the Company discriminated against him/her on the
               basis of race, sex, religion, age, national origin or disability in
violation of                any state or federal law, including, but not limited to,
Title VII of the Civil                Rights Act of 1964, as amended, the Americans with
Disabilities Act, as amended,                or any state anti-discrimination laws, as
amended.  







3 











	 	c. 	Any
claim against the Company for violation of the Worker Adjustment and
               Retraining Notification Act, 29 U.S.C. § 2101, et. seq.,
               (“WARN”).  







	 	d. 	Any
claim that the Company negligently, intentionally, maliciously, or wantonly
               caused damage to Employee.  






	 	e.  	Any
claim that the Company inflicted emotional distress either intentionally or
               negligently on Employee.  







	 	f.  	Any
claim against the Company for breach of contract, whether oral or written,
               express or implied, or any other agreement or promise.  







        Employee
does not waive any rights or claims under the Age Discrimination in Employment Act that
may arise after the date this Agreement is executed. 



        Further,
notwithstanding anything which may be to the contrary herein, any confidentiality,
non-solicitation and/or non-compete agreements previously executed by Employee remain in
full force and effect and continue to bind Employee according to the terms of any such
agreement. 



        12.           Seven-Day
Revocation Period. This Agreement is effective and           enforceable seven
(7) days after the date it is executed by Employee. This           Agreement may be
revoked by Employee by providing written notice of such           revocation to Claire
Averett, Vice President of Human Resources for the Company,           at any time during
the seven-day period following the date he/she executes this           Agreement.
Employee understands that he/she has no right to the consideration           specified in
this Agreement if he/she revokes this Agreement.  



        13.           Choice
of Law. This Agreement shall be subject to and           governed by the
laws of the State of Utah.  



        14.            Severability:
Except as expressly provided to the contrary           herein, each paragraph, term and
provision of this Agreement, and any portion           thereof, shall be considered
severable and if, for any reason, any such           provision of this Agreement is held
to be invalid, such other portions of this           Agreement as may remain otherwise
intelligible, shall continue to be given full           force and effect and bind the
parties hereto.  



        15.            Attorneys’ Fees.
If any party to this Agreement brings           an action to enforce its rights
hereunder, the prevailing party shall be           entitled to recover its costs and
expenses, including court costs and           attorneys’ fees, if any, incurred in
connection with such suit.  



        16.            Entire
Agreement. Employee and the Company understand and           agree that
this Agreement shall constitute the entire agreement between the           Company and
Employee concerning the subject matter covered herein, and that both           have
carefully read the entire foregoing Agreement and know the contents thereof           and
sign the same of their own free will.  




4 








        17.            Facsimile
Signature. Any facsimile signature on this Agreement           shall be deemed to
be an original signature for all purposes and shall fully           bind the party whose
facsimile signature appears on this Agreement.  



	EMPLOYEE:


    
                 
                
                
                  




DATED:              
                
                 
           	NU SKIN INTERNATIONAL, INC.:



By:        
                 
                
                
                  


Its:        
                 
                
                
                  


DATED:        
         
                
                
                  









5 








EXHIBIT “A” 



NOTICE TO ELIGIBLE
EMPLOYEES 


COVERED BY THE AGE DISCRIMINATION
IN EMPLOYMENT ACT 



The following information is provided
in compliance with the waiver provisions of the federal Age Discrimination in Employment
Act, 29 U.S.C. Section 626 (f). 



     1.    
          The group or class of individuals covered by the Voluntary Early Retirement
          Incentive Plan (the “Plan”): 



	  	
The
group or class of individuals covered by the Plan are eligible to receive incentive
benefits as described in the Plan are employees of Nu Skin International, Inc. and any
affiliate or subsidiary (the “Company”) who meet the eligibility factors
identified in paragraph 2, below. 






          	2. 	  	
               Eligibility factors for participating in the Plan are as follows: 



               



	a.  	  	You
must be a full-time employee of the Company who is 59 1⁄2 years of age
               or older.  







	b.  	  	You
must voluntarily elect to participate in the Plan by resigning your
               employment and retiring from the Company on or before July 25, 2003.  







	c.  	  	You
must fill out and sign the Election Form provided to you by the Company, and
               submit the completed and signed Election Form to the Company no later than
July                25, 2003.  







	d.  	  	You
must sign and submit the Release and Separation Agreement provided to you by
               the Company in which you agree to release and waive any and all claims,
whether                known or unknown you have or may not have against the Company no
later than July                25, 2003. The Release and Separation Agreement must be
signed and submitted at                the same time you sign and submit the Election
Form, and both must be dated the                same day.  







          	3. 	  	
               Time limits applicable to the Plan: 



               



	  	
You
will have until July 25, 2003 to consider the Release and Separation Agreement, and decide
whether you wish to retire early and participate in the Plan. You may sign and submit the
Election Form and Release and Separation Agreement at any time on or before July 25, 2003.
If you fail to sign and submit the Election Form and the Release and Separation Agreement
on or before July 25, 2003, you will be deemed to have declined to participate in the
Plan, and you will not receive any incentive benefits. 








-6- 






	  	
The
Election Form and Release and Separation Agreement must be signed, dated, and submitted to
Nu Skin at the same time, on the same day. 






	  	
In
no event will you have less than a full 45 days to consider the Release and Separation
Agreement before signing it. 






	  	
You
will have seven (7) days to revoke the Release and Separation Agreement after you sign it,
if you so choose. If you do not revoke the Release and Separation Agreement within the
seven (7) day period, you will thereafter receive your incentive benefits according to the
terms of the Release and Separation Agreement. If you revoke the Release and Separation
Agreement, you will not be entitled to participate in the Plan and receive incentive
benefits, and your employment with Nu Skin will be reinstated. 






	  	
If
you choose to participate, your retirement and termination of employment with the Company
will be effective on the day you sign and submit your Election Form and Release and
Separation Agreement. 






     4.    
          Job titles and ages of individuals eligible to participate in the
          Plan. 



      See
attached form.



     	5. 	
          Ages of individuals in the same job classification or organizational
          unit not eligible to participate in  the Plan. 



          



      See
attached form.