SECOND

                              AMENDED AND RESTATED

                            NU SKIN ENTERPRISES, INC.

                            1996 STOCK INCENTIVE PLAN


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                                TABLE OF CONTENTS


                                                                           PAGE

1.       PURPOSE ........................................................... 1

2.       DEFINITIONS ....................................................... 1

3.       ADMINISTRATION .................................................... 4

4.       SHARES SUBJECT TO THE PLAN ........................................ 5

5.       PARTICIPANTS ...................................................... 5

6.       AWARDS UNDER THE PLAN ............................................. 5

7.       STOCK OPTIONS ..................................................... 5

8.       STOCK APPRECIATION RIGHTS ......................................... 8

9.       CONTINGENT STOCK AWARDS ...........................................10

10.      RESTRICTED STOCK AWARDS ...........................................11

11.      GENERAL RESTRICTIONS ..............................................12

12.      RIGHTS OF A SHAREHOLDER ...........................................12

13.      RIGHTS TO TERMINATE EMPLOYMENT ....................................13

14.      WITHHOLDING OF TAXES ..............................................13

15.      NON-ASSIGNABILITY .................................................13

16.      NON-UNIFORM DETERMINATIONS ........................................13

17.      ADJUSTMENTS .......................................................13

18.      AMENDMENT .........................................................14

19.      EFFECT ON OTHER PLAN ..............................................15

20.      DURATION OF PLAN ..................................................15

21.      FUNDING OF THE PLAN ...............................................15

22.      PLAN STATUS .......................................................15

23.      GOVERNING LAW .....................................................16


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                                     SECOND

                              AMENDED AND RESTATED

                            NU SKIN ENTERPRISES, INC.

                            1996 STOCK INCENTIVE PLAN


1.   PURPOSE

          1.1  The  purpose  of  the  Second   Amended  and   Restated  Nu  Skin
Enterprises,  Inc.  1996  Stock  Incentive  Plan  (the  "Plan")  is  to  provide
incentives to specified individuals whose performance,  contributions and skills
add to the value of Nu Skin Enterprises, Inc. (the "Company") and its affiliated
companies.  The Company also believes that the Plan will facilitate  attracting,
retaining and motivating  employees,  directors and  consultants of high caliber
and potential.  This Second Amended and Restated Nu Skin Enterprises,  Inc. 1996
Stock  Incentive  Plan amends and restates the Amended and Restated Nu Skin Asia
Pacific,  Inc.  1996 Stock  Incentive  Plan dated  December 9, 1996 and includes
amendments previously adopted by the Board of Directors on February 11, 1999.

          1.2  Plan  participants  shall  include  those  officers,   directors,
employees and consultants of the Company and subsidiaries who, in the opinion of
the Committee, are making or are in a position to make substantial contributions
to the Company by their ability and efforts.

2.   DEFINITIONS

          2.1 For  purposes  of the Plan,  the  following  terms  shall have the
following meanings, unless the context clearly indicates to the contrary.


          (a)  "Award" means a grant of Restricted  Stock,  Contingent Stock, an
               Option, or an SAR.

          (b)  "Award  Agreement" means the agreement  approved by the Committee
               evidencing an Award to a Grantee.

          (c)  "Board" means the Company's Board of Directors.

          (d)  "Code" means the Internal Revenue Code of 1986, as amended.

          (e)  "Committee" means the members of the Board until the Compensation
               Committee of the Board is appointed,  and after the  Compensation
               Committee  is  appointed  means the  members of the  Compensation
               Committee of the Board, who are "outside  directors"  (within the
               meaning  of  Section  162(m) of the Code and any  regulations  or
               rulings  promulgated  thereunder)  to  the  extent  required  for
               purposes of compliance with such


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               Code Section, and "disinterested  persons" (within the meaning of
               Rule  16b-3 of the  Exchange  Act),  to the extent  required  for
               compliance   with  such  Rule.

          (f)  "Company" means Nu Skin Enterprises, Inc.

          (g)  "Consultant"  means any individual  who provides  services to the
               Company as an  independent  contractor  and not as an Employee or
               Director.

          (h)  "Contingent  Stock" means stock which will be issued to a Grantee
               upon the attainment of certain  conditions  pursuant to Section 9
               hereof.

          (i)  "Director(s)" means a member or the members of the Board.

          (j)  "Employee"  means  any  individual  who  is an  employee  of  the
               Company, a Parent or Subsidiary.

          (k)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
               amended.

          (l)  "Fair Market  Value" of a Share means on, or with respect to, any
               given date:

               (i)  If the Shares are listed on a national stock  exchange,  the
                    closing  market  price of such  Shares  as  reported  on the
                    composite  tape for issues  listed on such  exchange on such
                    date or, if no trade shall have been reported for such date,
                    on the  next  preceding  date on  which  there  were  trades
                    reported;  provided,  that if no such  quotation  shall have
                    been made within the ten business days  preceding such date,
                    Fair Market Value shall be determined under (iii) below.

               (ii) If the Shares are not  listed on a national  stock  exchange
                    but are  traded  on the  over-the-counter  market,  the mean
                    between  the  closing  dealer  bid and  asked  price of such
                    Shares as reported by the National Association of Securities
                    Dealers  through their Automated  Quotation  System for such
                    date, or if no quotations shall have been made on such date,
                    on the next preceding  date on which there were  quotations;
                    provided,  that,  if such  quotations  shall  have been made
                    within the ten  business  days  preceding  such  date,  Fair
                    Market Value shall be determined under (iii) below.

               (iii)If (i) and (ii) do not  apply,  the Fair  Market  Value of a
                    Share  shall be  determined  without  regard to any  control
                    premium or discount for lack of control (except as otherwise
                    required  by Section  422 of the Code) by the  Committee  in
                    good faith  consistent  with the valuation of the Company as
                    provided  by a third  party  appraiser  for


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                    other corporate purposes before adjustments or any discounts
                    applied due to lack of marketability. The Committee may rely
                    upon the  most  recent  valuation  (if it is based on a date
                    within 3 months of the valuation date) and there shall be no
                    requirement  to  cause a more  recent  valuation  to be made
                    (except as may be  required  for  purposes of Section 422 of
                    the Code).  If no such valuation  exists,  the Committee may
                    engage a third party appraiser to prepare the valuation.

          (m)  "Grantee" means an Employee, Director of the Company, a Parent or
               any Subsidiary or Consultant who has received an Award.

          (n)  "Incentive  Stock Option" shall have the same meaning as given to
               the  term by  Section  422 of the  Code  and any  regulations  or
               rulings promulgated thereunder.

          (o)  "Non-qualified Stock Option" means any Option granted pursuant to
               Section 7 which when awarded by the Committee was not intended to
               be, or does not qualify as, an Incentive Stock Option.

          (p)  "Option"  means the right to  purchase  from the Company a stated
               number of Shares at a specified  Option Price.  The Option may be
               granted to an  Employee,  Director or  Consultant  subject to the
               terms of this Plan, and such other conditions and restrictions as
               the Committee deems appropriate.  Each Option shall be designated
               by the  Committee  to be either an  Incentive  Stock  Option or a
               Non-qualified   Stock  Option.  Only  Employees  may  be  granted
               Incentive Stock Options.

          (q)  "Option Agreement" means the Award Agreement pursuant to which an
               Option is granted under Section 7.

          (r)  "Option  Price"  means the  purchase  price  per  Share  under an
               Option, as described in Section 7.

          (s)  "Parent"  means any  corporation  (other than the  Company) in an
               unbroken chain of corporations ending with the Company if, at the
               time of the  granting  of an  Option,  each  of the  corporations
               (other than the Company) owns stock possessing 50% or more of the
               total combined voting power of all classes of stock in one of the
               other  corporations  in such chain  within the meaning of Section
               424(e) of the Code and any  regulations  or  rulings  promulgated
               thereunder.


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          (t)  "Plan" means Amended and Restated Nu Skin Asia Pacific, Inc. 1996
               Stock  Incentive  Plan,  as evidenced  herein and as amended from
               time to time.

          (u)  "Restricted Stock" means Shares issued,  subject to restrictions,
               to a Grantee pursuant to Section 10.

          (v)  "SAR" means a stock appreciation right which provides a Grantee a
               potential  right to a payment  based on the  appreciation  in the
               fair market value of a Share granted pursuant to Section 8.

          (w)  "SEC" means the U.S. Securities and Exchange Commission.

          (x)  "Section 16 Person" means a person who is an "insider" within the
               meaning  of Section  16(b) of the  Exchange  Act with  respect to
               transactions   involving   equity   securities  of  the  Company,
               including the Shares.

          (y)  "Share"  means one share of the  Company's  Class A common stock,
               $.001 par value.

          (z)  "Subsidiary"  means  any  corporation  in an  unbroken  chain  of
               corporations  beginning  with the  Company if, at the time of the
               granting of the Option,  each of the corporations (other than the
               last corporation) in the unbroken chain owns stock possessing 50%
               or more of the total  combined  voting  power of all  classes  of
               stock in one of the other corporations in such chain,  within the
               meaning  of  Section  424(f) of the Code and any  regulations  or
               rulings promulgated thereunder.

3.ADMINISTRATION

         3.1 The Plan shall be  administered  by the  Committee.  The  Committee
shall have full and final authority in its discretion to:

          (a)  conclusively  interpret the  provisions of the Plan and to decide
               all questions of fact arising in its application;

          (b)  determine the  individuals to whom Awards shall be made under the
               Plan;

          (c)  determine  the type of Award to be made to such  individuals  and
               the amount, size and terms of each Award;

          (d)  determine   the  time  when   Awards  will  be  granted  to  such
               individuals; and


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          (e)  make all other  determinations  necessary  or  advisable  for the
               administration of the Plan.

4.   SHARES SUBJECT TO THE PLAN

     4.1  The Shares  subject  to Awards  under the Plan shall not exceed in the
          aggregate 8,000,000 Shares.

     4.2  Shares may be authorized and unissued Shares or treasury Shares.

     4.3  Except as provided herein, any Shares subject to an Award, which Award
          for any reason expires or is terminated  unexercised as to such Shares
          shall again be available under the Plan.

5.   PARTICIPANTS

     5.1  Awards  permitted  pursuant  to this Plan  which are  Incentive  Stock
          Options may only be made to  Employees  (including  Directors  who are
          also Employees).  All other Awards permitted  pursuant to the Plan may
          only be made to Employees, Directors or Consultants.

6.   AWARDS UNDER THE PLAN

     6.1  Awards   under  the  Plan  may  be  in  the  form  of  Options   (both
          Non-qualified  Stock Options and Incentive Stock Options),  Contingent
          Stock, Restricted Stock, and SARs and any combination of the above.

     6.2  The maximum  number of Awards that may be awarded to any one Employee,
          Director or Consultant during the life of the Plan shall be 10% of the
          total Shares reserved for issuance under the Plan.

7.   STOCK OPTIONS

     7.1  The Committee in its sole discretion shall designate whether an Option
          is to be an Incentive  Stock Option or a  Non-qualified  Stock Option.
          The Committee may grant both Incentive Stock Options and Non-qualified
          Stock Options to the same individual. However, where both an Incentive
          Stock Option and a Non-qualified Stock Option are awarded at one time,
          such Options shall be deemed to have been awarded in separate  grants,
          shall be clearly identified,  and in no event will the exercise of one
          such Option  affect the right to exercise the other such Option except
          to the extent so provided in the Award  Agreement as determined by the
          Committee.

     7.2  Options  granted  pursuant  to the  Plan  shall be  authorized  by the
          Committee  under terms and conditions  approved by the Committee,  not
          inconsistent  with this Plan or Exchange Act Rule 16b-3(c),  and shall
          be evidenced by Option  Agreements in such form as the Committee shall


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          from time to time approve,  which Option  Agreements  shall contain or
          shall be subject to the following terms and conditions, whether or not
          such terms and conditions are specifically included therein:

          (a)  The Option Price of an  Incentive  Stock Option shall not be less
               than  100% of the  Fair  Market  Value  of a Share on the day the
               Option is granted,  as  determined by the  Committee.  The Option
               Price of a  Non-qualified  Stock  Option  shall be such  price as
               determined by the Committee in its discretion, which price may be
               more or less than the Fair Market Value of a Share on the day the
               Option is  granted.  Notwithstanding  the  immediately  preceding
               sentence, the Award Agreement for a Non-qualified Stock Option at
               the Committee's sole discretion, may, but need not, provide for a
               reduction of the Option Price by dividends paid on a Share during
               the period the Option is outstanding and  unexercised,  but in no
               event  shall the Option  Price be less than the par value of such
               Share.

          (b)  Each Option  Agreement shall state the period or periods of time,
               as  determined by the  Committee,  within which the Option may be
               exercised  by the  Grantee,  in whole or in part,  provided  such
               period shall not commence  earlier than six months after the date
               of the grant of the Option and not later than ten years after the
               date of the grant of the  Option.  The  Committee  shall have the
               power to permit in its discretion an  acceleration  of previously
               determined exercise terms,  subject to the terms of this Plan, to
               the extent  permitted  by Exchange Act Rule  16b-3(c),  and under
               such  circumstances  and upon such terms and conditions as deemed
               appropriate and which are not inconsistent with Exchange Act Rule
               16b-3(c)(1).

          (c)  An  Option  may be  exercised,  in whole or in  part,  by  giving
               written  notice of exercise to the Company  specifying the number
               of Shares to be purchased.  Shares  purchased upon exercise of an
               Option  shall be paid for in full at the time of  purchase in the
               form of cash unless the Committee has adopted rules authorizing a
               different  method of  exercise  as set forth  below that have not
               been rescinded and that apply to the Options being exercised. The
               Committee  shall have the  authority,  as it may  determine to be
               appropriate  from  time to time,  to adopt  rules  governing  the
               exercise  of Options  that may provide for payment to be made (i)
               in Shares already owned by the Grantee having a Fair Market Value
               equal  to  the  purchase  price,  (ii)  by  delivery  (on a  form
               prescribed  by the  Committee) of an  irrevocable  direction to a
               securities broker approved by the Committee to sell Shares and to
               deliver  all or part of the  sales  proceeds  to the  Company  in
               payment of all or part of the purchase price and any  withholding
               taxes,  (iii)  by  the  delivery  (on a  form  prescribed  by the
               Committee)  of an  irrevocable  direction  to pledge  Shares to a
               securities broker or lender


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               approved by the  Committee  as security for a loan and to deliver
               all or part of the loan proceeds to the Company in payment of all
               or part of the purchase price and any withholding  taxes, or (iv)
               such other method or form of  consideration  as may be determined
               to be appropriate  by the Committee  consistent  with  applicable
               laws,  rules and  regulations,  including a true  cashless or net
               exercise  procedure.  The adoption of such rules by the Committee
               shall not provide any Grantee  with any vested  right to exercise
               Options  pursuant  to the  methods or form of  consideration  set
               forth in such rules. The Committee may rescind any rule governing
               the exercise of Options at any time, and upon such rescission, no
               Grantee  shall  have  any  further  rights  to  exercise  Options
               pursuant  to the  methods or form of  consideration  set forth in
               such rule.  In addition,  the  Committee  shall have the right to
               provide in any rule  adopted  pursuant  hereto that (i) such rule
               shall only apply to designated Options or grants of Options, (ii)
               such rule shall  apply to all Options  generally,  or (iii) prior
               Committee approval,  which may be granted or withheld in its sole
               discretion,  shall be  required  with  respect  to such  exercise
               method or form of  consideration.  The  Committee  shall  have no
               obligation to make the rules applicable to all Grantees or to all
               Options.  The  Committee  shall have no obligation to adopt rules
               providing  for any of the above  methods of  exercise or forms of
               consideration.

          (d)  Notwithstanding  anything  herein to the contrary,  the aggregate
               Fair  Market  Value  (determined  as of the  time the  Option  is
               granted) of Incentive  Stock  Options for any Employee  which may
               become first  exercisable  in any calendar  year shall not exceed
               $100,000.

          (e)  Notwithstanding  anything  herein to the  contrary,  no Incentive
               Stock Option shall be granted to any  individual  if, at the time
               the Option is to be granted, the individual owns stock possessing
               more than 10% of the total  combined  voting power of all classes
               of stock of the Company unless at the time such Option is granted
               the Option Price is at least 110% of the Fair Market Value of the
               stock  subject to the Option and such  Option by its terms is not
               exercisable after the expiration of five years from the date such
               Option is granted.

          (f)  Each Option Agreement for an Incentive Stock Option shall contain
               such other terms,  conditions and provisions as the Committee may
               determine  to be  necessary or desirable in order to qualify such
               Option as an incentive stock option within the meaning of Section
               422 of the Code, or any amendment thereof,  substitute  therefor,
               or regulation  thereunder.  Subject to the limitations of Section
               18, and without  limiting any  provisions  hereof,


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               the Committee  shall have the power without  further  approval to
               amend the terms of any Option for Grantees.

     7.3     If any Option is not granted,  exercised,  or held  pursuant to the
provisions  of the Plan or Section 422 of the Code  applicable  to an  Incentive
Stock Option,  it will be considered to be a  Non-qualified  Stock Option to the
extent that any or all of the grant is in conflict with such provisions.

     7.4     An Option may be  terminated  (subject to any  shorter  periods set
forth  in  an  individual  Option  Agreement  by  the  Committee,  in  its  sole
discretion) as follows:

          (a)  During  the  period of  continuous  employment  or  service  as a
               Consultant  with the  Company or  Subsidiary,  an Option  will be
               terminated  only if it has been fully exercised or it has expired
               by its terms.

          (b)  In the event of  termination  of  employment  as an  Employee  or
               service as a Director or  Consultant  for any reason,  the Option
               will  terminate  upon the earlier of (i) the full exercise of the
               Option,  (ii) the expiration of the Option by its terms, or (iii)
               except  as  provided  in  Section  7.4(c),  no more than one year
               (three months for Incentive Stock Options)  following the date of
               employment  termination  (or termination of service as a Director
               or Consultant) for Non-qualified  Stock Options.  For purposes of
               the Plan, a leave of absence approved by the Company shall not be
               deemed to be termination of employment  except with respect to an
               Incentive  Stock Option as required to comply with Section 422 of
               the Code and the regulations issued thereunder.

          (c)  If a  Grantee's  employment  as  an  Employee,  or  service  as a
               Director  or  Consultant,   terminates  by  reason  of  death  or
               disability prior to the termination of an Option, such Option may
               be  exercised  to the  extent  that the  Grantee  shall have been
               entitled to exercise  it at the time of death or  disability,  as
               the case may be, by the Grantee, the estate of the Grantee or the
               person or persons to whom the Option may have been transferred by
               will or by the laws of descent  and  distribution  for the period
               set forth in the Option  Agreement,  but no more than three years
               following  the  date  of  such  death  or  disability,  provided,
               however,  with respect to an Incentive  Stock Option,  such right
               must be exercised,  if at all,  within one year after the date of
               such death or disability.

8    STOCK APPRECIATION RIGHTS

     8.1  SARs shall be evidenced by Award  Agreements for SARs in such form,
and not  inconsistent  with this Plan or Exchange Act Rule  16b-3(c)(1),  as the
Committee shall approve from


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time to time,  which Award  Agreements  shall contain in substance the following
terms and conditions as discussed in Sections 8.2 through 8.4.

     8.2  An SAR may be, but is not  required  to be,  granted in  connection
with an Option.  An SAR shall  entitle  the  Grantee,  subject to such terms and
conditions  determined by the Committee,  to receive, upon surrender of the SAR,
all or a portion  of the  excess  of (i) the Fair  Market  Value of a  specified
number of Shares at the time of the  surrender,  as determined by the Committee,
over (ii) 100% of the Fair  Market  Value of such Shares at the time the SAR was
granted less any dividends paid on such Shares while the SAR was outstanding but
unexercised.

     8.3  SARs  shall be  granted  for a period of not less than one year nor
more than ten years,  and shall be exercisable in whole or in part, at such time
or times and subject to such other terms and  conditions  as shall be prescribed
by the Committee at the time of grant, subject to the following:

          (a)  No SAR shall be exercisable,  in whole or in part, during the one
               year period starting with the date of grant; and

          (b)  SARs will be exercisable  only during a Grantee's  employment by,
               or service as a  Consultant  for,  the  Company or a  Subsidiary,
               except that in the discretion of the Committee an SAR may be made
               exercisable   for  up  to  three  months   after  the   Grantee's
               employment, or service as a Director or Consultant, is terminated
               for any reason other than death, retirement or disability. In the
               event that a Grantee's employment as an Employee, or service as a
               Director  or  Consultant,  is  terminated  as a result  of death,
               retirement  or disability  without  having fully  exercised  such
               Grantee's  SARs,  the Grantee or such Grantee's  beneficiary  may
               have the right to exercise  the SARs  during  their term within a
               period  of 6 months  after  the date of such  termination  to the
               extent  that  the  right  was  exercisable  at the  date  of such
               termination,  or during  such other  period  and  subject to such
               terms  as may be  determined  by the  Committee.  Subject  to the
               limitations  of Section 18, the Committee in its sole  discretion
               may  reserve  the  right  to  accelerate   previously  determined
               exercised  terms,  within  the  terms  of the  Plan,  under  such
               circumstances  and upon  such  terms and  conditions  as it deems
               appropriate.

          (c)  The  Committee  shall   establish  such   additional   terms  and
               conditions,  without limiting the foregoing,  as it determines to
               be  necessary  or  desirable  to  avoid   "short-swing"   trading
               liability in connection with an SAR within the meaning of Section
               16(b) of the Exchange Act.

          (d)  The Committee,  in its sole discretion,  may establish  different
               time periods than specified  above for any individual or group of
               individual Awards.


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     8.4    Upon  exercise of an SAR,  payment shall be made within ninety days
in the form of common  stock of the Company (at Fair Market Value on the date of
exercise), cash, or a combination thereof, as the Committee may determine.

9.   CONTINGENT STOCK AWARDS

     9.1    Contingent  Stock Awards under the Plan shall be evidenced by Award
Agreements for Contingent Stock in such form and not inconsistent with this Plan
as the Committee shall approve from time to time,  which Award  Agreements shall
contain in substance the terms and conditions  described in Sections 9.2 through
9.5.

     9.2    The Committee  shall  determine  the number of Shares  subject to a
Contingent  Stock Award to be granted to an  Employee,  Director  or  Consultant
based on the past or expected  impact the Employee,  Director or Consultant  has
had or can have on the  financial  well-being  of the Company and other  factors
deemed by the Committee to be appropriate.

     9.3    Contingent Stock Awards made pursuant to this Plan shall be subject
to such terms,  conditions,  and  restrictions,  including  without  limitation,
substantial risks of forfeiture and/or attainment of performance objectives, and
for such  period or  periods  as shall be set forth in the  Award  Agreement  as
determined by the Committee at the time of grant.  The Committee  shall have the
power to permit,  in its  discretion,  an  acceleration of the expiration of the
applicable  restriction  period with  respect to any part or all of the Award to
any Grantee. The Committee shall have the power to make a Contingent Stock Award
that is not subject to vesting or any other  contingencies  in recognition of an
Employee's, Director's or Consultant's prior service and financial impact on the
Company. During the restriction period, the Grantee shall not have the rights of
a shareholder.

     9.4   The Award  Agreement for the  Contingent  Stock Award shall specify
the terms and  conditions  upon which any  restrictions  on the right to receive
Shares  representing  Contingent  Stock Awards  under the Plan shall  lapse,  as
determined by the Committee.  Upon the lapse of such restrictions,  Shares shall
be issued to the Grantee or such Grantee's legal representative.

     9.5   In  the  event  of a  Grantee's  termination  of  employment  as an
Employee, or service as a Director or Consultant,  whichever is applicable,  for
any reason prior to the lapse of restrictions  applicable to a Contingent  Stock
Award made to such Grantee and unless otherwise provided for herein by this Plan
or as provided for in the Award  Agreement for Contingent  Stock,  all rights to
Shares as to which there still remain unlapsed  restrictions  shall be forfeited
by such  Grantee to the  Company  without  payment or any  consideration  by the
Company, and neither the Grantee nor any successors,  heirs, assigns or personal
representatives  of such Grantees  shall  thereafter  have any further rights or
interest in such Shares.


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10.  RESTRICTED STOCK AWARDS

     10.1    Restricted Stock Awards under the Plan shall be evidenced by Award
Agreements for Restricted  Stock in such form,  and not  inconsistent  with this
Plan, as the Committee shall approve from time to time,  which Award  Agreements
shall contain in substance the terms and  conditions  described in Sections 10.2
through 10.6.

     10.2    The Committee  shall  determine the number of Shares  subject to a
Restricted  Stock Award to be granted to an  Employee,  Director  or  Consultant
based on the past or expected  impact the Employee,  Director or Consultant  has
had or can have on the  financial  well-being  of the Company and other  factors
deemed by the Committee to be appropriate.

     10.3    Restricted  Stock  Awards  made  pursuant  to this Plan  shall be
subject  to  such  terms,  conditions,   and  restrictions,   including  without
limitation,  substantial  risks of forfeiture  and/or  attainment of performance
objectives,  and for such period or periods as set forth in the Award  Agreement
as determined by the  Committee at the time of grant.  The Committee  shall have
the power to permit, in its discretion, an acceleration of the expiration of the
applicable  restriction  period with  respect to any part or all of the Award to
any Grantee. Upon issuance of a Restricted Stock Award, Shares will be issued in
the name of the Grantee.  During the restriction period,  Grantee shall have the
rights of a shareholder for all such Shares of Restricted  Stock,  including the
right to vote and the right to receive dividends thereon as paid.

     10.4    Each  certificate  evidencing  stock subject to  Restricted  Stock
Awards shall bear an appropriate  legend referring to the terms,  conditions and
restrictions  applicable  to such  Shares.  Any  attempt to dispose of Shares of
Restricted  Stock in  contravention  of such terms,  conditions and restrictions
shall be  ineffective.  The  Committee  may adopt rules which  provide  that the
certificates  evidencing  such  Shares may be held in custody by a bank or other
institution,  or that the Company may itself hold such Shares in custody,  until
the restrictions thereon shall have lapsed and may require as a condition of any
Award that the Grantee  shall have  delivered  a stock  power  endorsed in blank
relating to the Shares of Restricted Stock covered by such Award.

     10.5   The Award  Agreement for Restricted  Stock shall specify the terms
and  conditions  upon  which any  restrictions  on the right to  receive  shares
representing  Restricted  Stock awarded under the Plan shall lapse as determined
by the  Committee.  Upon the lapse of such  restrictions,  Shares which have not
been delivered to the Grantee or such Grantee's  legal  representative  shall be
delivered to such Grantee or such Grantee's legal representative.

     10.6   In the  event  of a  Grantee's  termination  of  employment  as an
Employee, or service as a Director or Consultant,  whichever is applicable,  for
any reason prior to the lapse of restrictions  applicable to a Restricted  Stock
Award made to such Grantee and unless otherwise provided for herein by this Plan
or as provided for in the Award  Agreement for Restricted  Stock,  all rights to
Shares as to which there remain unlapsed restrictions shall be forfeited by such
Grantee to the Company without payment or any consideration by the Company,  and
neither   the   Grantee  nor  any   successors,   heirs,   assigns  or  personal
representatives  of such Grantee  shall  thereafter  have any further  rights or
interest in such Shares.


                                      -11-


<PAGE>


11.  GENERAL RESTRICTIONS

     11.1   The Plan and each  Award  under the Plan  shall be  subject to the
requirement  that, if at any time the  Committee  shall  determine  that (i) the
listing,  registration or qualification of the Shares subject or related thereto
upon any securities exchange or under any state or federal law, (ii) the consent
or approval of any  government  regulatory  body,  or (iii) an  agreement by the
Grantee of an Award with respect to the  disposition of Shares,  is necessary or
desirable as a condition of, or in  connection  with the Plan or the granting of
such Award or the issue or purchase of Shares  thereunder,  the Plan will not be
effective  and/or the Award may not be  consummated  in whole or in part  unless
such listing, registration,  qualification, consent, approval or agreement shall
have been  effected or obtained  free of any  conditions  not  acceptable to the
Committee.

     11.2    The  authority  of  the  Committee  under  Section  3 to  include
"forfeiture  provisions" in Award Agreements is hereby confirmed.  The Committee
may provide in any Award  Agreement for the forfeiture of the Awards governed by
such  Award  Agreement  and the  benefits  derived  therefrom,  in the event the
Grantee  takes  actions or engages in conduct that is harmful or contrary to, or
not in the best interests of, the Company. Such forfeiture may include,  without
limitation,  (a) the  cancellation  of  unexercised  Options and/or SARs and the
forfeiture or repayment to the Company of any gain realized from the exercise of
any Options and/or SARs, and (b)  forfeiture,  or repayment of the value, of any
shares  of  stock  granted  as  Restricted  Stock  or  Contingent  Stock  or the
forfeiture  or repayment to the Company of any proceeds  received  from the sale
thereof.  The Committee shall have broad discretion in defining what actions and
conduct constitute forfeiture events which may include, without limitation,  (i)
conduct  related to the Grantee's  employment for which either criminal or civil
penalties may be sought,  (ii) the  commission of an act of fraud or intentional
misrepresentation,  (iii)  embezzlement  or  misappropriation  or  conversion of
assets or  opportunities  of the  Company,  (iv)  accepting  employment  with or
serving  as a  consultant,  adviser or in any other  capacity  to, or having any
ownership  interest in, a person or entity that is in competition with or acting
against  the  interest of the  Company,  or any  solicitation  of  employees  or
distributors,  (v)  disclosing  or  misusing  any  confidential  or  proprietary
information  of the Company in violation of the Key Employee  Covenants,  or any
other non-disclosure agreement with the Company or other duty of confidentiality
or the Company's insider trading policy, or (vi) any other actions or conduct of
Grantee that the Committee  determines in good faith are harmful or contrary to,
or not in the best  interests of, the Company.  The  Committee  shall have broad
discretion and authority to determine the scope,  duration and terms of any such
forfeiture provisions. The Committee, or its duly appointed agent, may waive any
or all of the restrictions  authorized under this subsection whenever it (or its
duly appointed  agent)  determines in its sole discretion that such action is in
the best interests of the Company. For purposes of this Section 11 references to
the Company refers collectively to the Company and all of its Subsidiaries.

12.  RIGHTS OF A SHAREHOLDER

     12.1   The  Grantee of any Award under the Plan shall have no rights as a
shareholder  with respect  thereto unless and until  certificates  for Shares of
common  stock are issued to such  Grantee,  except for the  rights  provided  in
Section 10 as it pertains to Restricted Stock Awards.


                                      -12-


<PAGE>


13.  RIGHTS TO TERMINATE EMPLOYMENT

     13.1   Nothing in the Plan or in any  agreement  entered into pursuant to
the Plan shall  confer upon any Grantee the right to continue in the  employment
as an  Employee,  or service as a Director  or  Consultant,  of the Company or a
Subsidiary or affect any right which the Company or its  Subsidiary  may have to
terminate  the  employment,  or  service as a Director  or  Consultant,  of such
Grantee.

14.  WITHHOLDING OF TAXES

     14.1    Whenever  the  Company  proposes,  or is  required,  to  issue or
transfer  Shares under the Plan, the Company shall have the right to require the
Grantee to remit to the Company an amount, or a number of shares,  sufficient to
satisfy any federal,  state and/or local  withholding tax requirements  prior to
the delivery of any certificate or certificates for such Shares.  Whenever under
the Plan  payments  are to be made in  cash,  such  payments  shall be net of an
amount  sufficient to satisfy any federal,  state and/or local  withholding  tax
requirements.

15.  NON-ASSIGNABILITY

     15.1    No  Award  or  benefit  under  the Plan  shall  be  assignable  or
transferable by the Grantee thereof except by will or by the laws of descent and
distribution.  During the life of the Grantee,  such Award shall be  exercisable
only by such person or by such person's guardian or legal representative.

16.  NON-UNIFORM DETERMINATIONS

     16.1    The Committee's  determination under the Plan (including,  without
limitation,  determinations  of the persons to receive Awards,  the form, amount
and timing of such Awards, the terms and conditions of such Awards and the Award
Agreements  evidencing  same, and the  establishment  of values and  performance
targets) need not be uniform and may be made by the Committee  selectively among
persons who receive, or are eligible to receive,  Awards under the Plan, whether
or not such persons are similarly situated.

17.  ADJUSTMENTS

     17.1    If the  Class A  Common  Stock of the  Company  is  subdivided  or
combined  into a greater or  smaller  number of shares or if the  Company  shall
issue any shares of Class A Common Stock as a stock dividend on its  outstanding
Class A Common  Stock,  the number of shares  deliverable  upon the  exercise or
vesting of any Awards  granted  hereunder  shall be  appropriately  increased or
decreased  proportionately,  and  appropriate  adjustments  shall be made in the
purchase  price per share to  reflect  such  subdivision,  combination  or stock
dividend.


                                      -13-


<PAGE>


     17.2    In the event of a consolidation of the Company,  a merger in which
the Company is not the surviving entity, or the sale of all or substantially all
of the Company assets, the exercisability of any or all outstanding Awards shall
automatically  be accelerated so that such Awards would be exercisable or vested
in full immediately prior to the effective date of such consolidation, merger or
asset sale.  However,  no such acceleration shall occur if and to the extent any
outstanding Awards are, in connection with such consolidation,  merger, or asset
sale, either to be assumed by the successor corporation (or parent thereof or to
be replaced with a comparable  Award to purchase  shares of the capital stock of
the successor corporation (or a parent thereof). The determination of such Award
comparability  shall be made by the Committee,  and such determination  shall be
final,  binding and conclusive.  Immediately  following any such  consolidation,
merger or asset,  sale, the Awards,  to the extent not  previously  exercised or
vested,  shall  terminate  and cease to be  outstanding,  except  to the  extent
assumed by the successor corporation (or parent thereof) in connection with such
consolidation,  merger or asset sale.  If any  outstanding  Award  hereunder  is
assumed in connection  with any such  consolidation,  merger or asset sale, then
such   Award   shall  be   appropriately   adjusted,   immediately   after  such
consolidation,  merger  or  asset  sale,  to apply to the  number  and  class of
securities  which would have been issuable to the Grantee upon  consummation  of
such  consolidation,  merger,  or asset sale if the Awards had been exercised or
vested  immediately  prior to any such transaction,  and appropriate  adjustment
shall  also be made to the  exercise  price  for  such  Awards,  as  applicable,
provided the aggregate exercise price shall remain the same. This Plan shall not
in any way affect the right of the Company to adjust, reclassify,  reorganize or
otherwise  change its capital or business  structure  or to merge,  consolidate,
dissolve, liquidate, or sell or transfer any part of its business or assets.

     17.3     In the  event  of a  recapitalization  or  reorganization  of the
Company (other than a  consolidation,  merger or asset sale described in Section
17.2 above) pursuant to which securities of the Company or of another entity are
issued with respect to the  outstanding  shares of the Company's  Class A Common
Stock, a Grantee, upon exercising an Award or an Award becoming vested, shall be
entitled  to  receive  for the  purchase  price  paid  upon  such  exercise  the
securities  the Grantee  would have  received if the Grantee had  exercised  the
Award or the Award had vested prior to such recapitalization or reorganization.

18.  AMENDMENT

     18.1     The  Plan  may be  amended  by  the  Board,  without  Shareholder
approval,  at any  time  in any  respect,  unless  Shareholder  approval  of the
amendment in question is required  under  Delaware law, the Code,  any exemption
from Section 16 of the  Exchange  Act  (including  without  limitation  SEC Rule
16b-3) for which the Company intends Section 16 Persons to qualify, any national
securities  exchange system on which the Shares are then listed or reported,  by
any regulatory body having  jurisdiction  with respect to the Plan, or any other
applicable laws, rules or regulations.

     18.2    The  termination  or  modification  or amendment of the Plan shall
not, without the consent of a Grantee,  affect a Grantee's rights under an Award
previously granted. Notwithstanding the foregoing, however, the Company reserves
the  right to  terminate  the Plan


                                      -14-


<PAGE>


in whole or in part, at any time and for any reason,  provided that  appropriate
compensation,  as  determined  in  the  sole  and  absolute  discretion  of  the
Committee,  is made to  Grantees  with  respect  to Awards  previously  granted.

19.  EFFECT ON OTHER PLAN

     19.1      Participation   in  this  Plan  shall  not  affect  a  Grantee's
eligibility  to  participate  in any  other  benefit  or  incentive  plan of the
Company,  and any  Awards  made  pursuant  to  this  Plan  shall  not be used in
determining  the benefits  provided  under any other plan of the Company  unless
specifically provided.
20.DURATION OF PLAN

     20.1    The Plan shall  remain in effect  until all Awards  under the Plan
have been  satisfied  by the  issuance of Shares or the payment of cash,  but no
Awards  shall be granted  more than ten years after the date the Plan is adopted
by the Company. The Second Amended and Restated 1996 Stock Incentive Plan amends
and restates the Amended and Restated 1996 Stock  Incentive  Plan, as previously
amended, effective as of March 31, 1999 subject to shareholders approval.

21.  FUNDING OF THE PLAN

     21.1    This Plan shall be unfunded.  The Company shall not be required to
establish  any  special or  separate  fund or to make any other  segregation  of
assets to assure the payment of any Award under this Plan, and payment of Awards
shall be on the same basis as the claims of the Company's general creditors.  In
no event  shall  interest  be paid or  accrued  on any  Award  including  unpaid
installments of Awards.

22.PLAN STATUS

     22.1     This Plan is intended to satisfy the requirements of a 16b-3 plan
under the Exchange Act.

     22.2    This Plan is  intended  to qualify as a plan under Rule 701 issued
pursuant to The Securities Act of 1933, as amended.


                                      -15-


<PAGE>


23.  GOVERNING LAW

     23.1    The laws of the  State  of  Delaware  shall  govern,  control  and
determine all questions arising with respect to the Plan and the  interpretation
and validity of its respective provisions.


                                       NU SKIN ENTERPRISES, INC.

                                       By:      /s/ Steven J. Lund
                                       Its:     President


ATTEST:

/s/ Keith R. Halls
Its Secretary


                                      -16-