HERBALIFE LTD. — Director's Dealing 2010

May 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-05-07

Reporting Person: CHAPMAN BRETT (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-07	Common Stock	A	7836	$0.00	Acquired	53346	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-07	Stock Appreciation Rights	$45.88	A	19041	Acquired	2017-05-07	Common Stock (19041)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect

Footnotes

F1: Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock on vesting. These units vest on May 7, 2013, unless the Company meets a specified performance target for fiscal 2010, in which case these units will vest in 1/3rd increments on each of the first three annivesaries of the grant date.

F2: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest on May 7, 2011, 20% will vest on May 7, 2012 and the remaining 60% will vest on May 7, 2013.