NU SKIN ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>20
<FILENAME>nuskin_ex1050.txt
<TEXT>
EX-10.50

                 AMENDMENT IN TOTAL AND COMPLETE RESTATEMENT OF
                           NU SKIN INTERNATIONAL, INC.
                               COMPENSATION TRUST

        This  Amendment  in  Total  and  Complete  Restatement  of the  Nu  Skin
International,  Inc.  Compensation  Trust  is  made  as  of  this  ____  day  of
_____________,  1998, by and between Nu Skin  International,  Inc.  (hereinafter
called the  "Company"),  whose  address is 75 West Center  Street,  Provo,  Utah
84606, and Blake M. Roney, Steven J. Lund and Keith R. Halls (hereinafter called
the "Trustee").

        The Company created the Nu Skin International,  Inc.  Compensation Trust
on the 23rd day of September, 1993 (hereinafter called the "Trust"), and desires
to amend the Trust, in total, as follows:

                                           RECITALS:

        WHEREAS  the Company has  adopted  non-qualified  deferred  compensation
plans (copies of which are attached  hereto) for some of the highly  compensated
employees or a select management group of the Company  (hereinafter  referred to
as the  "Plans").  The  Company may  hereafter  adopt  additional  non-qualified
deferred  compensation plans which may participate in this Trust upon receipt by
the  Trustees  of a copy of the Plan from the  Company  and the  approval of the
Trustees without additional action by the Company.

        WHEREAS the Company has incurred or expects to incur liability under the
terms of such Plans with respect to the individual participating in such Plans.

        WHEREAS the Company  wishes to establish  the Trust and to contribute to
the  Trust  assets  that  shall be held  herein  subject  to the  claims  of the
Company's creditors in the event of the Company's insolvency, as herein defined,
until paid to Plan  participants  and their  beneficiaries in such manner and at
such times as specified in the Plans.

        WHEREAS  it is the  intention  of the  parties  that  this  Trust  shall
constitute an unfunded  arrangement and shall not affect the status of the Plans
as unfunded plans maintained for the purpose of providing deferred  compensation
for a select group of management or highly compensated employees for purposes of
Title I of the Employee Retirement Income Security Act of 1974.

        WHEREAS it is the intention of the Company to make  contributions to the
Trust to provide  itself  with a source of funds to assist in the meeting of its
liabilities under the Plans.
<PAGE>
        NOW THEREFORE  the parties do hereby  establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

Section 1.  ESTABLISHMENT OF TRUST.

        (a) The Company  hereby  deposits  with the Trustee and Trust the sum of
$10.00,  which will become the  principal of the trust to be held,  administered
and disposed of by the Trustee as provided in this Trust Agreement.
        (b) The Trust hereby  established is revocable by the Company,  it shall
become irrevocable upon a Change of Control as defined herein.

        (c) The Trust is intended to be a grantor trust, of which the Company is
the grantor,  within the meaning of subpart E, part I,  subchapter J, chapter 1,
subtitle  A of the  Internal  Revenue  Code of 1986,  as  amended,  and shall be
construed accordingly.

        (d) The principal of the Trust, and any earnings thereon,  shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the  uses  and  purposes  of Plan  participants  and  general  creditors  as
hereinafter set forth. Plan participants and their  beneficiaries  shall have no
preferred claim on, or any beneficial ownership in, any assets of the Trust. Any
rights created under the Plans and this Trust  Agreement shall be mere unsecured
contractual  rights of Plan  participants  and their  beneficiaries  against the
Company.  Any  assets  held by the Trust  will be  subject  to the claims of the
Company's  general  creditors  under  Federal  and  State  law in the  event  of
Insolvency, as defined in Section 3(a) herein.

        (e) The Company,  in its sole discretion,  may at any time, or from time
to time,  make  additional  deposits of cash or other property in Trust with the
Trustee to augment the principal to be held, administered and disposed of by the
Trustee as  provided in this Trust  Agreement.  Neither the Trustee nor any plan
participant  or  beneficiary  shall  have any  right to compel  such  additional
deposits.

Section 2.  PAYMENTS TO PLAN PARTICIPANTS AND THEIR
            BENEFICIARIES.

        (a) The  Company  shall  deliver to the  Trustee a copy of the  Deferred
Compensation  Plan for each Plan  participant that indicates the amounts payable
in respect to each Plan participant (and his or her beneficiaries),  the form in
which such amount is to be paid as provided for or available  under the Plan(s),
and the time of  commencement  for payment of such amounts.  Except as otherwise
provided  herein,  the Trustee shall make payments to the Plan  participants and
their  beneficiaries  in  accordance  with the  Plans.  The  Trustee  shall make
provisions  for the reporting and  withholding  of any Federal,  State and local
taxes  that may be  required  to be  withheld  with  respect  to the  payment of
benefits
<PAGE>
pursuant  to the  terms of the  Plans and  shall  pay  amounts  withheld  to the
appropriate  taxing  authorities  or  determine  that  such  amounts  have  been
reported, withheld and paid by the Company.

        (b) Entitlement of the Plan  participant or his or her  beneficiaries to
benefits  under the Plans shall be determined by the Company or such party as it
shall  designate  under the  Plans,  and any claim  for such  benefits  shall be
considered and reviewed under the procedure set out in the Plans.

        (c)  The  Company  may  make  payment  of  benefits   directly  to  Plan
participants  or their  beneficiaries  as they become due under the terms of the
Plans.  The Company  shall notify the Trustee of its decision to make payment of
benefits directly prior to the time amounts are payable to participants or their
beneficiaries.  In addition,  if the  principal  of the Trust,  and any earnings
thereon,  are not sufficient to make payments of benefits in accordance with the
terms of the Plans,  the Company  shall make the balance of each such payment as
it falls due. The Trustee shall notify the Company where  principal and earnings
are not sufficient.

Section 3. TRUSTEE  RESPONSIBILITY  REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN
           THE COMPANY IS INSOLVENT.

        (a) The Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Company is Insolvent. The Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to
pay its debts as they  become  due,  or (ii) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.

        (b) At all times during the  continuance  of this Trust,  as provided in
Section 1(d) hereof,  the  principal and income of the Trust shall be subject to
the claims of general  creditors of the Company under Federal and State laws set
forth below.

               (1) The Board of Directors and the President of the Company shall
        have  the  duty to  inform  the  Trustee  in  writing  of the  Company's
        Insolvency. If a person claiming to be a creditor of the Company alleges
        in writing to the Trustee  that the Company  has become  Insolvent,  the
        Trustee shall  determine  whether the Company is Insolvent and,  pending
        such determination, the Trustee shall discontinue payment of benefits to
        Plan participants or their beneficiaries.
<PAGE>
               (2) Unless the  Trustee  has actual  knowledge  of the  Company's
        Insolvency, or has received notice from the Company or a person claiming
        to be a creditor  alleging  that the Company is  Insolvent,  the Trustee
        shall have no duty of inquiry  whether  the  Company is  Insolvent.  The
        Trustee may in all events rely on such evidence  concerning  solvency as
        may be  furnished  to the Trustee and that  provides  the Trustee with a
        reasonable  basis  for  making  a determination concerning the Company's
        solvency.

               (3) If at any time the Trustee has determined that the Company is
        Insolvent,  the Trustee shall discontinue  payments to Plan participants
        or their  beneficiaries  and shall  hold the assets of the Trust for the
        benefit  of the  Company's  general  creditors.  Nothing  in this  Trust
        Agreement  shall in any way diminish any rights of Plan  participants or
        their  beneficiaries to pursue their rights as general  creditors of the
        Company with respect to benefits due under the Plans or otherwise.

               (4) The  Trustee  shall  resume the  payments of benefits to Plan
        participants or their beneficiaries in accordance with Section 2 of this
        Trust  Agreement only after the Trustee has determined  that the Company
        is not Insolvent (or is no longer Insolvent).

        (c)  Provided  that  there  are  sufficient   assets,   if  the  Trustee
discontinues  the payment of benefits  from the Trust  pursuant to Section  3(b)
hereof and subsequently resumes such payments,  the first payment following such
discontinuance  shall include the  aggregate  amount of all payments due to Plan
participants or their  beneficiaries under the terms of the Plans for the period
of such  discontinuance,  less the aggregate amount of any payments made to Plan
participants  or their  beneficiaries  by the  Company  in lieu of the  payments
provided for hereunder during any such period of discontinuance.

Section 4.  PAYMENTS TO COMPANY.

        Except as  provided  in  Section 3  hereof,  after the Trust has  become
irrevocable,  the Company  shall have no right or power to direct the Trustee to
return to the  Company  or divert to others any of the Trust  assets  before all
payment of benefits have been made to Plan participants and their  beneficiaries
pursuant to the terms of the Plans.
<PAGE>
Section 5.  INVESTMENT AUTHORITY.

        (a) The Trustee may invest in securities  (including  stock or rights to
acquire stock) or obligations issued by the Company.  All rights associated with
assets of the Trust shall be exercised  by the Trustee of the person  designated
by the  Trustee,  and  shall in no event be  exercisable  by or rest  with  Plan
participants.

        (b) The Company shall have the right at any time,  and from time to time
in its sole discretion,  to substitute assets of equal fair market value for any
asset  held  by the  Trust.  This  right  is  exercisable  by the  Company  in a
non-fiduciary  capacity  without  the  approval  or  consent  of any person in a
fiduciary capacity.

Section 6.  DISPOSITION OF INCOME.

        During the term of this Trust,  all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.

Section 7.  ACCOUNTING BY TRUSTEE.

        The Trustee shall keep accurate and detailed records of all investments,
receipts,  disbursements  and  all  other  transactions  required  to  be  made,
including such specific  records as shall be agreed upon in writing  between the
Company and the Trustee.  Within 60 days  following  the close of each  calendar
year and within 60 days after the removal or  resignation  of the  Trustee,  the
Trustee shall deliver to the Company a written account of its  administration of
the  Trust  during  such year or during  the  period  from the close of the last
preceding  year to the date of such removal or  resignation,  setting  forth all
investments, receipts, disbursements and other actions affected by it, including
the  description of all securities and  investments  purchased and sold with the
cost or net  proceeds  of such  purchases  or sales  (accrued  interest  paid or
receivable being shown separately),  and showing all cash,  securities and other
property  held in the  Trust  at the end of such  year or as of the date of such
removal or resignation, as the case may be.

Section 8.  RESPONSIBILITY OF THE TRUSTEE.

        (a) The Trustee shall act with the care,  skill,  prudence and diligence
under the  circumstances  then  prevailing  that a prudent person acting in like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of a like character and with like aims, provided,  however,  that the
Trustee shall incur no liability to any person for any action taken  pursuant to
a direction,  request or approval given by the Company which is contemplated by,
and in  conformity  with,  the terms of the Plans or this  Trust and is given in
writing by the  Company.  In the event of a dispute  between  the  Company and a
party, the Trustee may apply to a court of competent jurisdiction to resolve the
dispute.
<PAGE>
        (b) If the  Trustee  undertakes  or defends  any  litigation  arising in
connection with this Trust,  the Company agrees to indemnify the Trustee against
the Trustee's cost,  expenses and liabilities  (including,  without  limitation,
attorneys fees and expenses)  relating  thereto and be primarily liable for such
payments.  If the Company does not pay such costs, expenses and liabilities in a
reasonably timely manner, the Trustee may obtain payment from the Trust.

        (c) The Trustee may consult with legal  counsel (who may also be counsel
for the  Company  generally)  with  respect to any of its duties or  obligations
hereunder.

        (d)  The  Trustee  may  hire  agents,  accounts,  actuaries,  investment
advisers,   financial  consultants  or  other  professionals  to  assist  it  in
performing any of its duties or obligations hereunder.

        (e) The Trustee shall have, without  exclusion,  all powers conferred on
the Trustees by applicable  law, unless  expressly  provided  otherwise  herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
the Trustee shall have no power to name a  beneficiary  of the policy other than
the Trust,  to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor trustee,  or to loan to any person the
proceeds of any borrowing against such policy.

        (f) However,  notwithstanding  the provisions of Section 8(e) above, the
Trustee  may loan to the  Company  the  proceeds  of any  borrowings  against an
insurance policy held as an asset of the Trust.

        (g)  Notwithstanding  any powers granted to the Trustee pursuant to this
Trust  Agreement or to applicable law, the Trustee shall not have any power that
could give this Trust the  objective  of carrying on a business and dividing the
gains therefrom,  within the meaning of Section  301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
<PAGE>
Section 9.  COMPENSATION AND EXPENSES OF THE TRUSTEE.

        The Company  shall pay all  administrative  and the  Trustee's  fees and
expenses. If no so paid, the fees and expenses shall be paid from the Trust.

Section 10.  RESIGNATION OR REMOVAL OF THE TRUSTEE.

        (a) The Trustee may resign at any time by written  notice to the Company
which shall be effective twenty (20) days after receiving such notice unless the
Company and the Trustee agree otherwise.

        (b) The Trustee may be removed by the Company on twenty (20) days notice
or upon shorter notice accepted by the Trustee.

        (c) Upon a Change of Control,  as defined herein, the Trustee may not be
removed by the Company for 5 years.

        (d) If the Trustee  resigns  within 5 years of a Change of  Control,  as
defined herein,  the Trustee shall select a successor Trustee in accordance with
the  provisions  of  Section  11(b)  hereof  prior to the  effective  day of the
Trustee's resignation or removal.

        (e) Upon  resignation  or removal of the Trustee and  appointment of the
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee.  The transfer shall be completed  within thirty (30) days after receipt
of notice of  resignation,  removal or transfer,  unless the Company extends the
time limits.

        (f)  If  the  Trustee  resigns  or is  removed,  a  successor  shall  be
appointed,  in accordance  with Section 11 hereof,  by the effective date of the
resignation or removal under  paragraphs (a) or (b) of this section.  If no such
appointment  has been  made,  the  Trustee  may  apply  to a court of  competent
jurisdiction for appointment of a successor or for instructions. All expenses of
the Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.

Section 11.  APPOINTMENT OF SUCCESSOR.

        (a) If the  Trustee  resigns or is removed in  accordance  with  Section
10(a) or 10(b)  hereof,  the Company may appoint a third party as a successor to
replace the  Trustee  upon  resignation  or removal.  The  appointment  shall be
effective  when  accepted in writing by the new Trustee,  who shall have all the
rights and powers of the former Trustee, including ownership rights in the Trust
assets.  The  former  Trustee  shall  execute  every  instrument   necessary  or
reasonably  requested  by the Company or the  successor  Trustee to evidence the
transfer.

        (b)    If the Trustee resigns or is removed pursuant to the
<PAGE>
provisions of Section 10(e) hereof and selects a successor Trustee,  the Trustee
may appoint any third party as successor Trustee. The appointment of a successor
Trustee shall be effective when accepted in writing by the new Trustee.  The new
Trustee shall have all of the rights and powers of the former Trustee, including
ownership  rights in the Trust  assets.  The former  Trustee  shall  execute any
instrument  necessary  or  reasonably  requested  by the  successor  Trustee  to
evidence the transfer.

        (c) The  successor  Trustee need not examine the records and acts of any
prior  Trustee and may retain or dispose of existing  Trust  assets,  subject to
Section 7 and 8 hereof.  The successor  Trustee shall not be responsible for and
the Company shall  indemnify and defend the successor  Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
past event, or any condition existing at the time he becomes successor Trustee.

Section 12.  AMENDMENT OR TERMINATION.

        (a) This Trust Agreement may be amended by a written instrument executed
by Trustee and the  Company.  Notwithstanding  the  foregoing  comment,  no such
amendment  shall  conflict  with the terms of the Plans or shall  make the Trust
revocable  after it has become  irrevocable  in  accordance  with  Section  1(b)
hereof.

        (b) The  Trust  shall  not  terminate  until  the date on which the Plan
participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plans unless sooner revoked in accordance  with Section 1(b)
hereof.  Upon  termination of the Trust, any assets remaining in the Trust shall
be returned to the Company.

        (c) Upon written approval of participants or  beneficiaries  entitled to
payment  of  benefits  pursuant  to the  terms of the  Plans,  the  Company  may
terminate this Trust prior to the time all benefits payable under the Plans have
been  made.  All assets in the Trust at  termination  shall be  returned  to the
Company.

Section 13.  MISCELLANEOUS.

        (a) Any  provision of this Trust  Agreement  prohibited  by law shall be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

        (b) Benefits payable to Plan participants and their  beneficiaries under
this  Trust  Agreement  may not be  anticipated,  assigned  (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

        (c)  This  Trust  Agreement  shall  be  governed  by  and  construed  in
accordance with the laws of the State of Utah.
<PAGE>
        (d) For  purposes  of this  Trust,  Change  of  Control  shall  mean the
purchase or other acquisition by any person, entity or group of persons,  within
the meaning of Section  13(b) or 14(d) of the  Securities  Exchange  Act of 1934
(the "Act"), or any comparable  successor  provisions,  of beneficial  ownership
(within  the meaning of Rule 13d-3  promulgated  under the Act) of 50 percent or
more of the  outstanding  shares of common stock or the combined voting power of
the Company's then outstanding voting securities entitled to vote generally,  or
the approval by the stockholders of the Company or a reorganization,  merger, or
consolidation,  in each case, with respect to which persons who are stockholders
of the Company immediately prior to such reorganization, merger or consolidation
do not, immediately thereafter,  own more than 50 percent of the combined voting
power   entitled  to  vote  generally  in  the  election  of  directors  of  the
reorganized,  merged or consolidated company's then outstanding securities, or a
liquidation or  dissolution  of the Company or the sale of all or  substantially
all of the Company's assets.

Section 14.  EFFECTIVE DATE.

        The  effective  date of this  Trust  Agreement  shall be the 23rd day of
        September 1993.

Section 15.  AFFILIATES.

        For purposes of paragraphs 1(c), 1(d), 1(e), 2, 3, 4, 5, 7, 8, 9, 11(c),
12(b), and 12(c), the term "Company" shall include Nu Skin  International,  Inc.
("NSI") and any Affiliate of NSI. An Affiliate of NSI is a company that directly
or indirectly,  through one or more intermediaries,  controls,  or is controlled
by, or is under common control with NSI.

        However,  whenever  the  term  "Company"  refers  to  an  Affiliate,  an
allocation of amounts (based on  contributions  from the Affiliate)  between NSI
and the  Affiliate  shall be  required  so that  each  company  shall  only have
responsibility  or authority  relating to those amounts related to that company.
Allocations of income and principal  shall be made and the Trustees shall charge
income of the Trust to the company to which that income relates and each company
shall  be   responsible   to  report   its  share  of  such   income.   Further,
indemnification and similar provisions shall require  apportionment  between the
companies.  Each  Affiliate  which  contributes  to the Trust  shall be deemed a
grantor of the Trust and the owner as to that  proportionate  share of the Trust
based on its percentage of contributions.

        Responsibilities,  including,  but not  limited  to, the  obligation  to
deliver copies of Deferred  Compensation  Plans,  shall relate to those Plans to
which the Affiliate  contributes.  However, an action taken previously by NSI or
an Affiliate need not be duplicated by a succeeding Affiliate.

        Insolvency of an Affiliate shall only affect that Affiliate
and the percentage of the Trust owned by that Affiliate.
<PAGE>
        IN WITNESS  WHEREOF  the  Company and the  Trustee  have  executed  this
Agreement as of the date first above written.

                                            NU SKIN INTERNATIONAL, INC.

                                            By __________________________
                                            Its _________________________

Attest:

_________________________
Secretary

                                            Trustee:

                                            _________________________
                                            Blake M. Roney, Trustee

                                            _________________________
                                            Steven J. Lund, Trustee

                                            _________________________
                                            Keith R. Halls, Trustee

</TEXT>
</DOCUMENT>
