Copy of 1994 Restricted Stock Plan, As Amended

Exhibit 10 (d)
ALBERTO-CULVER COMPANY
1994 RESTRICTED STOCK PLAN


(as amended through October 24, 2002)


SECTION 1. ESTABLISHMENT AND PURPOSE


1.1 Establishment. The Alberto-Culver Company (the "Company") hereby establishes a restricted stock plan for Key Employees, as defined herein, which shall be known as the Alberto-Culver Company 1994 Restricted Stock Plan (the "RSP").


1.2 Purpose. The purpose of the RSP is to enable the Company to attract, retain, motivate, and reward Key Employees by providing them with a means to acquire an equity interest or to increase such interest in the Company in return for high levels of individual contribution and continued service.


1.3 Definitions. Whenever used herein, the following terms shall have the meanings set forth below:


(a) "Board" means the Board of Directors of the Company.


(b) "Change in Control" shall have the meaning set forth in Section 7.2(a).


(c) "Committee" means the Compensation Committee of the Board or, if any
member of the Compensation 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 of the
Securities Exchange Act of 1934 and the rules and regulations thereunder
("Section 16"), the Committee shall set up a subcommittee comprised
solely of outside directors and non-employee directors for purposes of
all matters arising under this RSP involving "officers" within the
meaning of Rule 16a-1(f) under Section 16, and "covered employees"
within the meaning of Section 162(m) of the Code for the plan year at
issue.


(d) "Disability" shall have the meaning provided in the Company's applicable
long-term disability plan and such disability continues for more than
three months 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 Company 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.


(e) "Exempt Person" and "Exempt Persons" shall have the meaning set forth in
Section 7.2(b)


(f) "Fair Market Value" shall mean the average of the high and low
transaction prices of a share of Class A common stock as reported in the
New York Stock Exchange Composite Transactions on the date as of which
such value is being determined or, if


there shall be no reported transactions for such date, on the next
preceding date for which transactions were reported.


(g) "Key Employee" means an active, salaried employee (including officers
and directors who also are employees) of the Company or its
subsidiaries with direct impact on the performance of the Company.


(h) "Incumbent Board" shall have the meaning set forth in Section 7.2(c).


(i) "Participant" means a Key Employee designated by the Committee who is
awarded and holds Restricted Stock pursuant to the RSP.


(j) "Restricted Stock" shall mean the Class A common stock of the
Company, $.22 par value, with restrictions as described in Section 6.


(k) "Restricted Stock Agreement" shall have the meaning set forth in
Section 6.1.


(l) "Retirement" shall have the meaning provided in the Company's
Employees' Profit Sharing Plan or, in the absence of such a
definition, termination of employment that occurs on or after the
first day of the month following the month in which the Participant
attains his or her 65th birthday.


SECTION 2. ADMINISTRATION


2.1 Administration. The RSP shall be administered by the Committee. The Committee shall have full power to construe, administer and interpret the RSP, and full power to adopt such rules and regulations as the Committee may deem desirable to administer the RSP. No member of the Committee shall be liable for any action or determination made in good faith with respect to the RSP or any Restricted Stock thereunder.


2.2 Finality of Determination. The determination of the Committee as to any disputed questions arising under this RSP, including questions of construction and interpretation, shall be final, conclusive and binding.


SECTION 3. ELIGIBILITY AND PARTICIPATION


3.1 Eligibility. Key Employees of the Company and its subsidiaries are eligible to receive Restricted Stock under the RSP, in such amounts and on as many occasions as the Committee in its sole discretion may determine.


3.2 Participation. The Committee shall designate the Key Employees to receive Restricted Stock, the time or times and the size and terms of each individual grant of Restricted Stock under the RSP.


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SECTION 4. STOCK SUBJECT TO THE RSP


4.1 Number. The total number of shares of Restricted Stock that may be granted under the RSP shall not exceed 1,000,000. These shares may consist, in whole or in part, of authorized but unissued shares of stock or shares of stock reacquired by the Company and not reserved for any other purpose. In the event the Stockholders of the Company approve the Alberto-Culver Company 2003 Restricted Stock Plan (the "2003 RSP") at the Annual Meeting of Stockholders to be held on January 23, 2003, or any adjournment thereof (the "2003 Annual Meeting"), no more grants of Restricted Stock shall be granted hereunder. In the event that the Stockholders do not approve the 2003 RSP at the 2003 Annual Meeting, grants of Restricted Stock may continue in accordance with the terms of the RSP.


4.2 Reacquired and Withheld Shares. If, at any time, shares of Restricted Stock issued pursuant to the RSP shall have been reacquired by the Company in connection with the restrictions herein imposed on such shares, such reacquired shares again shall become available for issuance under the RSP at any time prior to its termination. In addition, any shares of Restricted Stock withheld to pay, in whole or in part, the amount required to be withheld under applicable tax laws in accordance with Section 6.12 hereof, shall become available for issuance under the RSP at any time prior to its termination.


4.3 Adjustment upon Change in Stock. The Committee may take such action with regard to adjustment of the number of shares of Restricted Stock that may be granted hereunder as it considers to be equitable in its sole and absolute discretion in the event there is any change in the outstanding Class A common stock, or any event that could cause a change in the outstanding Class A common stock, including, without limitation, by reason of a stock dividend, stock split, reverse stock split, spin-off, recapitalization, reclassification, merger, consolidation, combination, issuance of securities convertible into or exchangeable for Class A common stock, exchange or conversion of shares, or any other similar type of event. The Committee's determination of any adjustment pursuant to this Section 4.3 shall be final, conclusive and binding.


SECTION 5. DURATION OF THE RSP


The RSP shall continue until all Restricted Stock subject to it shall have been granted and vested under the RSP, subject to the provisions of the RSP regarding amendments thereto and termination thereof.


SECTION 6. SHARES OF RESTRICTED STOCK


6.1 Grant of Shares of Restricted Stock. Awards of Restricted Stock to Participants shall be granted under a Restricted Stock Agreement between the Company and the Participant which shall provide that the shares subject to any such award shall be subject to such forfeiture and other conditions, including the provisions of Section 6.7 hereof, as the Committee shall designate.


6.2 Vesting. Except as otherwise provided in Section 7.1 hereof, Restricted Stock granted to Participants before July 26, 2001 will vest on a cumulative basis in equal annual


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increments of one-fourth of the shares granted, commencing on the day preceding the fourth anniversary of the grant of the Restricted Stock. Those shares ...