1.

MASTER AGREEMENT . This Agreement is a Master Agreement and the terms of each stock option grant set forth in any Stock Option Schedule hereto shall be subject to any and all conditions and provisions set forth herein as this Agreement may be amended from time to time. Each Stock Option Schedule shall incorporate all of the terms and conditions of this Agreement and shall contain such other terms and conditions that the Committee shall establish for the grant of options covered by such Stock Option Schedule. In the event of a conflict between the language of this Master Agreement and any Stock Option Schedule, the language of the Stock Option Schedule shall prevail with respect to that Stock Option Schedule. In order to be effective, the Stock Option Schedule must be executed by a duly authorized executive officer of the Company. No signature of the Optionee shall be required and the Optionee’s acceptance of the Stock Option Schedule shall be deemed to be his or her acceptance of all the terms and conditions set forth therein. Optionee shall be deemed to have accepted the Stock Option Schedule (and all of the terms and conditions set forth therein) unless Optionee provides written notice of his or her rejection of the Stock Option Schedule and all of the Options granted thereunder within 20 days after receipt of the Stock Option Schedule.

2.

OPTION GRANTs . Each Stock Option Schedule shall set forth the number of options (the “Options”) that the Committee has granted to Optionee and the effective date of such grant. Such Options are granted as an incentive to work to increase the value of the Company for its stockholders. Each Option shall entitle the Optionee to purchase, on the terms and conditions of this Agreement, the respective Stock Option Schedule and the Plan, one fully paid and non-assessable share of Class A Common Stock, par value $ .001 per share (the “Class A Common Stock”), of Nu Skin Enterprises at the option price set forth in the Stock Option Schedule. The Options are subject to all the terms and conditions of the Plan, the Stock Option Schedule and this Agreement.

3.

NATURE OF OPTION . The Stock Option Schedule shall designate whether the options are Nonqualifed Stock Options or Incentive Stock Options.

4.

TERMS AND EXERCISE PERIOD .

(a)

Options awarded under this Agreement may not be exercised at any time until such Options are vested as provided in the Stock Option Schedule governing such Options.

(b)

Except as otherwise provided in a Stock Option Schedule or this Agreement, the Options granted hereunder shall terminate on the earlier of (i) the tenth anniversary of the date of this Agreement, or (ii) the date such Options are fully exercised.

5.

VESTING . Unless expressly provided otherwise in a Stock Option Schedule, Options granted hereunder shall vest on the date preceding the next annual meeting of stockholders.

6.

TERMINATION OF SERVICE .

(a)

In the event the Optionee’s service as a director is terminated for any reason, all Options that are not vested at the time of termination of service as a Director shall terminate and be forfeited immediately upon termination of service as a director.

(b)

In the event the Optionee’s service as a director is terminated for any reason, all Options granted hereunder that are vested but unexercised at the time of termination of service as director shall terminate upon the earliest to occur of the following: (i) the full exercise of the Options, (ii) the expiration of the Options by their terms, or (iii) [one (for options granted before January 1, 2007)] [three (for options granted on or after January 1, 2007)] year following the date of termination of the Optionee’s service as a director. Until such Options have been terminated pursuant to the preceding sentence, the vested Options at the time of termination of service shall be exercisable by the Optionee, the estate of the Optionee, or the person or persons to whom the Options may have been transferred by will or by the laws of descent and distribution for the period set forth in this Section 5(b), as the case may be.

(c)

In the event that the Optionee (a) commits an act of fraud or intentional misrepresentation related to his or her services as a director, (b) discloses or uses confidentia