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: RAHN WILLIAM (SVP / Mg Dir. - Asia Pacific)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-07	Stock Appreciation Rights	$45.88	A	12394	Acquired	2017-05-07	Common Stock (12394)	Direct

Footnotes

F1: 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.