Item 1.01 Entry into a Material Definitive Agreement.

2009 Private Shelf Agreement

On October 1, 2009, Nu Skin Enterprises, Inc. (the "Company") entered into a private shelf agreement (the "2009 PSA") with the Prudential Investment Management, Inc. ("Prudential"). Under the terms of the Agreement, for a period of three years the Company may issue, and request that Prudential purchase, senior promissory notes ("Notes") in an aggregate principal amount of up to $100 million. Prudential may then elect to purchase the Notes according to the request. All Notes will be secured by guarantees and pledges of certain Company subsidiaries..

Letter Agreements

On October 1, 2009, the Company also executed letter agreements (the "Letter Agreements") regarding the: (i) Note Purchase Agreement dated October 12, 2000, between the Company and The Prudential Insurance Company of America, as amended (the "2000 NPA"); and the (iii) Private Shelf Agreement dated as of August 26, 2003, between the Company and Prudential, as amended (the "2003 PSA"). Pursuant to the Letter Agreements, the Company's financial and other covenants under both the 2000 NPA and the 2003 PSA are replaced by the Company's financial and other covenants under the 2009 PSA, as amended from time to time, subject to certain limited exceptions. The current effect of such Letter Agreement is to modify the net worth covenant under the prior agreements to conform them to the net worth covenant under the 2009 PSA.