Exhibit 99.1
AMENDMENT NUMBER 1 TO
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HERBALIFE INTERNATIONAL, INC.
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RIGHTS AGREEMENT
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Pursuant to Section 26 of that certain Rights Agreement, dated as of July
27, 2000 (the "Rights Agreement"), the Rights Agreement has been amended and
supplemented by the Board of Directors to include the following new Section
13.4, which shall read in its entirety as follows:
13.4 Certain Exempted Transactions under the 2001 Executive Retention Plan.
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Notwithstanding anything contained herein to the contrary, the consummation
of the merger transaction approved by the Board of Directors of the Company
by and among the Company, WH Holdings (Cayman Islands) Ltd. ("WH Holdings")
and WH Acquisition Corp., a wholly-owned subsidiary of WH Holdings ("WH
Acquisition"), shall not be considered a "Change in Control" under Section
1.4 of the Company's 2001 Executive Retention Plan (the "Retention Plan").
As such, the merger transaction by and among the Company, WH Holdings and
WH Acquisition shall be exempt from any treatment under or application of
the Retention Plan.
IN WITNESS WHEREOF, the undersigned, as Rights Agent under the Rights
Agreement, has executed this amendment on May 17, 2002.
U.S. STOCK TRANSFER
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President