Changes to Mary Kay’s Grand Achiever and Premier Club Career Car Program announced July 2009:

It has been more than seven years since Career Car Program production requirements have increased. However, due to year-over-year cost increases, we are announcing the following Career Car Program changes:

* Effective November 2009, Grand Achiever qualification/requalification production requirement will increase from $18,000 to $20,000 in one to four months and the active personal team member requirement will increase from 12 to 14.
* Effective October 2009, Premier Club qualification/requalification production requirement will increase from $48,000 to $54,000 in two consecutive calendar quarters.

* Effective October 2009, the six-month waiting period for Grand Achievers selecting the Career Car option will be discontinued allowing them to move up to Premier Club at any time.
* Cadillac production requirement remains the same at $96,000 in two consecutive calendar quarters.

Grand Achiever and Premier Club Career Car Program Changes
Important Dates and Frequently Asked Questions
Published July 6, 2009

GRAND ACHIEVER PROGRAM
Independent Beauty Consultants
Effective November 2009, Grand Achiever Program requirement changes:

On‐Target
• $5,000 combined personal/team wholesale Section 1 production in a calendar month.
• 5 active personal team members requirement remains the same.
Note: myBusiness® Action Items/Reports will start tracking under the new on‐target requirement in August 2009. If you are on target by the end of July, you will be tracked under the old on‐target requirements through October 2009.

Qualification
• $20,000 in combined personal/team wholesale Section 1 production in one to four months.
• 14 active personal team members.
• Team must contribute a minimum of $15,000 wholesale Section 1 production towards the $20,000 production requirement.

Maintenance
• $5,000 in net adjusted team wholesale production each month.
• $15,000 maximum performance account balance that can be carried forward from month to month.
• 5 minimum active personal team members requirement remains the same.
• $375 maximum co‐op/cash compensation amount remains the same.

Requalification
• Same as Qualification requirement with net adjusted team wholesale production.

Independent Sales Directors
Effective October 2009, Grand Achiever Program requirement changes:
• The six month waiting period for Grand Achievers selecting the career car option will be discontinued allowing them to move up to Premier Club at any time.

Why are the Grand Achiever requirements increasing?

The costs associated with Career Cars are influenced by annual price increases by the manufacturer, new equipment, interest rates, sales tax, personal property tax rates and resale values. These costs have steadily increased year over year while the production requirements have not changed since 2003.

Why will the myBusiness® Action Items/Reports start tracking based on the new on‐target requirement in August 009 while the changes are not effective until November 2009?

The majority of Grand Achievers complete qualification/requalification requirements in four months meaning they could use August through November to qualify/requalify at the new requirements.
You will still be considered on‐target under the old requirements through the end of October 2009. However, to complete qualification/requalification under the old requirements, you must do so by the end of October 2009.

If I am on‐target and have not completed qualification/requalification by the end of October 2009, can I complete qualification/requalification under the old program requirement of $18,000 in production and 12 personal team members?

You will have to complete qualification/requalification requirements at the new program requirement of $20,000 in production and 14 active personal team members.

Are maintenance requirements changing?

If you are a current Grand Achiever or if you qualify/requalify as a Grand Achiever by the end of October 2009, you will maintain your award under the old program maintenance requirement of $4,500 net adjusted team wholesale production per month. If you qualify/requalify after October 2009, your maintenance requirement will be based on the new program maintenance requirement of $5,000 net adjusted team wholesale production per month.

How much can my team contribute toward the new $20,000 production requirement?

Your team must contribute a minimum of $15,000 of the $20,000 production requirement. Up to $5,000 of your personal production may count towards the production requirement.

If I select the use of a Grand Achiever Career Car and debuted as an Independent Sales Director, when am I eligible to move up to Premier Club?

Grand Achievers currently affected by the six month waiting period and future Grand Achievers are eligible to move up to Premier Club after October 2009 at anytime by achieving $54,000 in net adjusted unit wholesale production in two consecutive calendar quarters. The first eligible group will qualify using July 2009 through December 2009.

And as always you can move up to Cadillac at anytime by achieving $96,000 in net adjusted unit wholesale production in two consecutive calendar quarters.

PREMIER CLUB PROGRAM

Effective October 2009, Premier Club Program requirement changes:
• The six month waiting period for Grand Achievers selecting the career car option will be discontinued allowing them to move up to Premier Club at any time.
• On‐Target requirement of $27,000 in net adjusted unit wholesale production a calendar quarter.
• Qualification/Requalification requirement of $54,000 in net adjusted unit wholesale production within two consecutive calendar quarters.
• $500 maximum co‐op/cash compensation amount remains the same.

Why are the Premier Club production requirements changing?

The costs associated with Career Cars are influenced by annual price increases by the manufacturer, new equipment, interest rates, sales tax, personal property tax rates and resale values. These costs have steadily increased year over year while the production requirements have not changed since 2003.

If I select the use of a Grand Achiever Career Car and debuted as an Independent Sales Director, when am I eligible to move up to Premier Club?

Grand Achievers currently affected by the six month waiting period and future Grand Achievers are eligible to move up to Premier Club after October 2009 at anytime by achieving $54,000 in net adjusted unit wholesale production in two consecutive calendar quarters. The first eligible group will qualify using July 2009 through December 2009.

And as always you can move up to Cadillac at anytime by achieving $96,000 in net adjusted unit wholesale production in two consecutive calendar quarters.

If I am on‐target or in requalification and have not completed qualification by the end of September 2009, can I complete qualification/requalification under the old Premier Club production requirement of $48,000 at the end of December 2009?

September 2009 qualifiers/requalifiers will be the last group to qualify with $48,000 in net adjusted unit wholesale production. You can complete Premier Club qualification/requalification at the end of December 2009 by achieving $54,000 in net adjusted unit wholesale production within two consecutive calendar quarters.

Are maintenance requirements changing for the Premier Club program?

If you qualify by the end of September 2009, you will maintain your award under the old Premier Club requirements until you requalify.

If you qualify after September 2009, your maintenance requirement will be based on the new Premier Club maintenance requirements of $27,000 net adjusted unit wholesale production per quarter.