ALBERTO-CULVER COMPANY 1994 SHAREHOLDER VALUE INCENTIVE PLAN

(a)

“Change in Control” shall have the meaning assigned to such term in Section 3.8(b).

(b)

“Committee” shall mean the Compensation and Leadership Development Committee of the Board of Directors of the Company or, if any member of the Compensation and Leadership Development Committee is not (i) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986 and the rules and regulations thereunder (the “Code”) or (ii) a “non-employee director” within the meaning of Section 16 (“Section 16”) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (“Exchange Act”), the Committee shall set up a subcommittee comprised solely of outside directors and non-employee directors for purposes of all matters arising under this SVIP involving “officers” within the meaning of Rule 16a-1(f) under Section 16 (“Executive Officers”) and Covered Employees as defined herein.

(c)

Intentionally Omitted

(d)

“Common Stock” shall mean the Common Stock of the Company, $.22 par value (formerly the Class B Common Stock of the Company, $.22 par value).

(e)

“Covered Employee” shall mean a Participant who is a “covered employee” within the meaning of Section 162(m) of the Code during the plan year at issue.

(f)

“Disability” shall have the meaning provided in the Company’s applicable disability plan or, in the absence of such a definition, when a Participant becomes totally disabled as

determined by a physician mutually acceptable to the Participant and the Committee before attaining his or her 65th birthday and if such total disability continues for more than three months. Disability does not include any condition which is intentionally self-inflicted or caused by illegal acts of the Participant.

(g)

“Exempt Person” and “Exempt Persons” shall have the meaning assigned to such terms in Section 3.8(c).

(h)

“Incumbent Board” shall have the meaning assigned to such term in Section 3.8(d).

(i)

“Ownership Threshold” shall mean the dollar value of the ownership guideline of the Common Stock for each Participant as set by the Committee from time to time. In determining such ownership for each Participant, the Committee may conclusively rely on the books and records of the Company.

(j)

“Participant” shall have the meaning assigned to it in Section 1.4.

(k)

“Performance Period” shall mean any three consecutive fiscal years as set forth in the Participant’s Performance Unit Agreement, unless accelerated pursuant to Section 3.8.

(l)

“Performance Unit” shall have the meaning assigned to it in Section 2.1(a).

(m)

“Performance Unit Agreement” shall have the meaning assigned to it in Section 2.1(b).

(n)

“Retirement” shall be reached when a Participant’s employment terminates and at the time of such termination the sum of such Participant’s age and years of service as an employee of the Company or any of its subsidiaries equals or exceeds 75 years.

(o)

“Total Shareholder Return” or “TSR” means the percentage by which the ending per share price of common stock (determined as the average closing price for the ten trading days prior to and including the last date of the applicable Performance Period), as adjusted for any stock split, reclassification, or other recapitalization, plus reinvested dividends, exceeds the beginning per share price of the common stock (determined as the average closing price for the ten trading days prior to and including the first date of the applicable Performance Period). For purposes of the Company, TSR shall be computed using the Common Stock.

(a)

Performance Units may be granted to Participants prior to or within the first ninety (90) days following the beginning of a Performance Period. Each Performance Unit shall have a target value at the time of the grant of $1,000. Except as provided in the following sentence, each Participant shall be eligible, in his or her sole discretion, to receive such Participant’s award in cash or shares of Common Stock or a combination thereof as set forth in Section 2.2, payable in each case following the end of a Performance Period, if the Common Stock of the Company has met the objectives established by the Committee, as set forth below (unless the Committee, pursuant to Section 2.1(c), determines that no award will be payable because the Company’s TSR is negative for that Performance Period). For grants made on or before April 28, 2005, Participants owning less than their Ownership Threshold shall be required to receive at least 50% of their award in Common Stock, and for grants made after April 28, 2005, Participants owning less than their Ownership Threshold shall be required to receive 100% of their award in Common Stock (each, a “Required Election”). Notwithstanding anything to the contrary contained in this Section 2.1(a), each Participant shall be eligible to receive an award (payable only in cash) in the event of a Change in Control at such time as set forth in Section 3.8, if the Common Stock has met the objectives established by the Committee as set forth below.

(b)

At the time Performance Units are granted to Participants, the Committee shall establish objectives based on the percentile rank of the Common Stock of the Company measured by Total Shareholder Return among the companies comprising the (i) Standard & Poor’s 500 Index, (ii) Standard & Poor’s MidCap 400 Index, (iii) Standard & Poor’s Small Cap 600 Index, (iv) Standard & Poor’s Super Composite 1500 Index, (v) Russell 3000 Index, or (vi) Russell 2000 Index. The index chosen by the Committee for a particular Performance Period shall be referred to as the “Applicable Index.” In addition, the Committee shall establish a matrix to determine the awards

payable to Participants upon attainment of these objectives. Within 90 days following the beginning of a Performance Period, each Participant shall receive an agreement which shall set forth the Performance Period, the number of Performance Units granted and the objectives and matrix established by the Committee (hereinafter referred to as a “Performance Unit Agreement”).

(c)

No award will be payable if the Company’s TSR as a percentile among the Applicable Index companies is less than the 40 ^th percentile, the maximum award payable is 200% of the target value, subject to the limitations set forth in Section 1.5, and if the Company’s TSR is negative, the Committee may, in its discretion, not pay any award or reduce an award otherwise payable, notwithstanding the fact that the Company’s TSR as a percentile among the Applicable Index companies is equal to or greater than the 40 ^th percentile. If the Company’s TSR as a percentile among the Applicable Index companies is not specifically shown in the matrix established by the Committee and set forth in the Performance Unit Agreement the amount of the award shall be calculated by interpolating between the amounts shown.

(d)

At the end of each Performance Period, or earlier pursuant to Section 3.8(a) in the event of a Change in Control, the Common Stock will be ranked based on Total Shareholder Return among the companies comprising the Applicable Index. The Committee shall certify the Company’s ranking and the attainment of the objectives established by the Committee for each Performance Period or, in the event of a Change in Control, the elapsed portion of the Performance Period in which such Change in Control shall have occurred. No award may be paid to Covered Employees under this SVIP until the Committee has made such certification.