Exhibit 10.1


 


SUPPORT
AGREEMENT


 


SUPPORT AGREEMENT
(this “Agreement”), dated as of January 10, 2006, between Regis Corporation, a Minnesota corporation
(“Regis”), and the Persons whose names are set forth on
the signature pages hereto under the caption “Stockholders” (each
individually a “Stockholder” and, collectively, the “Stockholders”).


 


WITNESSETH:


 


WHEREAS, concurrently herewith, Alberto-Culver Company, a Delaware
corporation (“Alberto-Culver”), Sally Holdings, Inc., a Delaware
corporation and wholly-owned subsidiary of Alberto-Culver (“Spinco”),
Regis, Roger Merger Inc., a Delaware corporation (“Merger Sub”), and Roger
Merger Subco LLC, a Delaware limited liability company (“Subco”), are
entering into an Agreement and Plan of Merger, dated as of the date hereof (as
amended in accordance with its terms, the “Merger Agreement”) (All
capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Merger Agreement);


 


WHEREAS, concurrently herewith, Alberto-Culver and Spinco are entering
into a Separation Agreement dated as of the date hereof (as amended in
accordance with its terms, the “Separation Agreement”);


 


WHEREAS, the Merger Agreement and Separation Agreement provide for the
distribution of the shares of Spinco to the stockholders of Alberto-Culver,
followed by the merger of Merger Sub with and into Spinco (the “Merger”)
and the merger of the surviving corporation of the Merger with and into Subco,
all upon the terms and subject to the conditions set forth therein;


 


WHEREAS, the Stockholders own, beneficially or of record, the aggregate
number of shares of Alberto-Culver Common Stock set forth on Exhibit A
hereto (such shares of Alberto-Culver Common Stock and any other shares of
Alberto-Culver Common Stock of which the Stockholders acquire beneficial or
record ownership after the date hereof and during the term of this Agreement
are, for so long as such shares are owned by a Stockholder, collectively
referred to herein as the “Subject Shares”); and


 


WHEREAS, as a condition to the willingness of Regis to enter into the
Merger Agreement, Regis has required that the Stockholders enter into this
Agreement.


 


NOW, THEREFORE, to induce Regis to enter into, and in consideration of
Regis’ entering into, the Merger Agreement, the parties agree as follows:


 





















 


ARTICLE I



Covenants of the Stockholders


 


Section 1.01           Voting
of Subject Shares. Until the termination of this Agreement in accordance
with Section 4.01, each Stockholder agrees as follows:


 


(a)           At
any meeting (whether annual or special, and whether or not a reconvened or
adjourned meeting) of stockholders of Alberto-Culver, however called, to vote
upon the Alberto-Culver Transaction Approval or any other transaction
contemplated by the Merger Agreement, or in any other circumstances in which a
vote or other approval with respect to the Alberto-Culver Transaction Approval
or any other transaction contemplated thereby is sought, each Stockholder shall
vote all of its Subject Shares in favor of the Alberto-Culver Transaction
Approval and any other transaction contemplated by the Merger Agreement, as
applicable, and shall vote all of its Subject Shares in favor of any other
actions presented to stockholders of Alberto-Culver that are necessary or
desirable in furtherance of the Alberto-Culver Transaction Approval or any
other transactions contemplated by the Merger Agreement.  The agreements set forth in the immediately
preceding sentence shall equally apply if such approvals are sought by the
solicitation of written consents.


 


(b)           At
any meeting of stockholders of Alberto-Culver (including a reconvened or
adjourned meeting) or in any other circumstances in which the Stockholders’
vote, consent or other approval is sought, each Stockholder shall vote all of
its Subject Shares against (i) any Alberto-Culver Acquisition Proposal; or
(ii) any amendment of Alberto-Culver’s certificate of incorporation or
bylaws that is prohibited by the Merger Agreement or any other proposal, action
or transaction involving Alberto-Culver or any of its Subsidiaries, which
amendment or other proposal, action or transaction would reasonably be expected
to in any manner impede, frustrate, prevent or nullify the Merger Agreement,
the Alberto-Culver Transaction Approval, the Merger or any of the other transactions
contemplated by the Merger Agreement or change in any manner the voting rights
of any class of Alberto-Culver capital stock. 
Each Stockholder further agrees not to commit or agree to take any
action inconsistent with the foregoing.


 


(c)           Notwithstanding
anything to the contrary contained herein, if (i) the Board of Directors
of Alberto-Culver shall not have made the Alberto-Culver Recommendation or (ii) the
Board of Directors of Alberto-Culver or a committee thereof shall have made a
Change in the Alberto-Culver Recommendation (or resolved or publicly proposed
to take any such action described in clause (i) or (ii) of
this paragraph), the obligations of the Stockholders under Sections 1.01(a) and
(b) shall be suspended until such time, if any, as the Board of
Directors of Alberto-Culver makes the Alberto-Culver Recommendation or
reinstates the Alberto-Culver Recommendation, as the case may be, and, while
such obligations are suspended, the Stockholders are not bound by such
obligations and may take actions that are inconsistent therewith.


 


Section 1.02           Restrictions
on Voting Arrangements and Transfer. 
From and after the date hereof and until the termination of this
Agreement pursuant to Section 4.01, each Stockholder agrees that it
will not (a) deposit any of its Subject Shares into a voting trust, grant
any proxies, enter into any voting arrangement or understanding, whether by
proxy, voting agreement or otherwise, with respect to its Subject Shares (other
than as provided herein) or (b) except for Permitted Transfers (which
Transfers are not restricted hereby), Transfer (or enter into any agreement,
option or other arrangement with respect to the Transfer of) all or any part of
its Subject Shares if, after giving effect to such Transfer or agreement,
option or other arrangement, the aggregate number of Subject Shares Transferred
by the Stockholders (or covered by such agreements, options or other
arrangements entered into by the Stockholders) between the date hereof and the
Termination Time, when added to the Uncovered Shares, exceeds 3,400,000 (but


 


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Subject Shares converted into
shares of Regis Common Stock pursuant to the Merger Agreement and Subject
Shares Transferred in Permitted Transfers are not counted as Subject Shares
Transferred for this purpose).  For
purposes hereof, (i) “Transfer” means to directly or
indirectly:  sell, transfer, exchange,
pledge, hypothecate, encumber, assign or otherwise dispose of (including by
gift), (ii) “Constructively Owned” means owned actually or
constructively pursuant to Treasury Regulation § 1.355-7(h)(8), (iii) “Code”
means the Internal Revenue Code of 1986, as amended, (iv) “Permitted
Transfer” means any Transfer of Subject Shares to the extent that such Transfer
(A) results from the death of any individual or (B) is not treated as
an acquisition for purposes of Code Section 355(e) (i.e., that there
will be no decrease in percentage ownership of any “controlling shareholder” or
“ten-percent shareholder” within the meaning of Treasury Regulation §1.355-7(h)(3) and
-7(h)(14), respectively), (v) “Foundations” means the Howard and
Carol Bernick Family Foundation and the Lavin Family Foundation, and (vi) “Uncovered
Shares” means the aggregate number of shares of Alberto-Culver Common Stock
Constructively Owned, as of the date hereof, by the Foundations and any Person
whose ownership of Alberto-Culver Common Stock is attributable to any
Stockholder pursuant to Treasury Regulation §§ 1.355-7(h)(8) or -7(h)(14)
; provided, however, that (A) Uncovered Shares shall not include the
Subject Shares as of the date hereof, (B) Uncovered Shares shall not
include shares of Alberto-Culver Common Stock actually owned by Howard B.
Bernick, to the extent that Howard B. Bernick does not actually own more than
600,000 shares of Alberto-Culver Common Stock, and (C) with respect to any
Person who agrees to become bound by the provisions (including, without
limitation, all Transfer restrictions) of this Section 1.02(b) following
the date hereof, Uncovered Shares shall be reduced by (1) the number of
Uncovered Shares that were owned beneficially or of record by such Person on
the date hereof and that are owned beneficially or of record on the date such
Person agrees to become so bound (which Person shall thereupon be considered a
Stockholder for purposes of this Section 1.02(b) only and which
shares shall thereupon be considered Subject Shares for purposes of this Section 1.02(b) only)
and (2) the number of Uncovered Shares Transferred by such Person to a
Stockholder on or after the date hereof and prior to the date such Person
agrees to become so bound if the Transfer of such shares would have been a
Permitted Transfer had such shares been Subject Shares.  Upon entering into any Transfer of its
Subject Shares, the applicable Stockholder shall give Regis substantially
concurrent written notice of such Transfer (and all reasonably relevant
details, including the identity of the transferee, if known).


 


Section 1.03           No
Restraint on Officer or Director Action; Etc.  Notwithstanding anything to the contrary
herein, Regis hereby acknowledges and agrees that no provision in this
Agreement shall limit or otherwise restrict any Stockholder or any other Person
(including any trustee, officer, director, member, manager or partner of any
Stockholder) with respect to any act or omission that such Stockholder or such
other Person may undertake or authorize in his or her capacity as a director,
officer, trustee or other fiduciary of Alberto-Culver, any Subsidiary thereof
or any foundation or employee benefit plan (other than a Stockholder),
including any vote that such individual may make as a director of
Alberto-Culver with respect to any matter presented to the Board of Directors
of Alberto-Culver.  The agreements set
forth herein shall in no way restrict any such director, officer, trustee or
other fiduciary in the exercise of his or her duties as a director, officer,
trustee or other fiduciary of Alberto-Culver, any Subsidiary thereof or any
foundation or employee benefit plan (other than a Stockholder).  Each Stockholder has executed this Agreement
solely in its capacity as the record and/or beneficial owner of its Subject
Shares and no action taken by such Stockholder or any other Person in his or
her


 


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capacity as a director,
officer, trustee or other fiduciary of Alberto-Culver, any Subsidiary thereof
or any foundation or employee benefit plan (other than a Stockholder) shall be
deemed to constitute a breach of any provision of this Agreement.


 


Section 1.04           Confirmation
of Voting.  Each Stockholder shall
deliver a written notice to Regis confirming that it has voted or caused to be
voted all of its Subject Shares in accordance with Section 1.01 at each of
the following times:  (i) no later
than 5:00 pm, Eastern time, on the day that is two Business Days prior to the
date of the Alberto-Culver Stockholders Meeting and (ii) no later than 2
hours prior to the commencement of the Alberto-Culver Stockholders Meeting (but
nothing contained in this Section 1.04 shall eliminate or limit the right
of such Stockholder to rescind or change its vote if such action is consistent
with such Stockholder’s obligations under the other Sections of this
Agreement).


 


ARTICLE II



Representations and Warranties of the Stockholders.


 


Each Stockholder hereby represents and
warrants to Regis that as of the date hereof:


 


Section 2.01           Organization; Authority; Execution and Delivery, Enforceability.    Such Stockholder,
if it is not an individual, is duly organized or formed, validly existing and
(if applicable) in good standing under the laws of the jurisdiction in which it
is organized or formed. Such Stockholder (a) if it is not an individual,
has all requisite power and authority, and (b) if he or she is an
individual, has the legal capacity, in each case to execute and deliver this
Agreement and to consummate the transactions contemplated hereby to be
consummated by such Stockholder.  If such
Stockholder is not an individual, the execution and delivery by such
Stockholder of this Agreement and the consummation by such Stockholder of the
transactions contemplated hereby to be consummated by such Stockholder have
been duly authorized by all necessary action on the part of such Stockholder.  Such Stockholder has duly executed and
delivered this Agreement, and this Agreement constitutes such Stockholder’s
legal, valid and binding obligation, enforceable against him, her or it in
accordance with its terms.  If such
Stockholder is married and the Subject Shares of such Stockholder constitute
community property or otherwise need spousal or other approval for this
Agreement to be legal, valid and binding with respect to such Subject Shares,
the consent of such Stockholder’s spouse has been obtained and this Agreement
is legal, valid and binding with respect to such Subject Shares.  If such Stockholder is a trust, no consent of
any beneficiary is required for the execution and delivery by such Stockholder
of this Agreement or the consummation of the transactions contemplated hereby
to be consummated by such Stockholder.


 


Section 2.02           No Conflicts.    The execution and
delivery by such Stockholder of this Agreement do not, and the consummation by
such Stockholder of the transactions contemplated hereby to be consummated by
such Stockholder will not, conflict with, or result in any Violation under, any
provision of (a) the charter or organizational documents of such
Stockholder, if it is not an individual, (b) any Contract to which such
Stockholder is a party or by which any of its respective properties or assets
is bound or (c) any Applicable Laws applicable to such Stockholder or its
respective properties or assets.


 


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Section 2.03           Ownership
of Shares.  (a) The Stockholders
are the beneficial owners and the owners of record of the Subject Shares, free
and clear of any Lien, (b) the Stockholders
do not own, beneficially or of record, any shares of capital stock of
Alberto-Culver or securities convertible into or exchangeable for shares of
capital stock of Alberto-Culver, other than the Subject Shares, (c) the
Stockholders have the sole right and power to vote and dispose of the Subject
Shares, (d) there are no Contracts or arrangements of any kind, contingent
or otherwise, obligating Stockholders to Transfer,
or cause to be Transferred, any of the Subject Shares and no Person has any contractual or other
right or obligation to purchase or otherwise acquire any Subject Shares, in
either case other than pursuant to the trust instruments of Stockholders that
are trusts, and (e) none of the Subject Shares is subject to any voting
trust or other agreement, arrangement or restriction with respect to the voting
of any of such Subject Shares, except for this Agreement and the organizational
documents or trust instruments of the Stockholders.


 


Section 2.04           Reliance.  Such Stockholder understands and acknowledges
that Regis is entering into the Merger Agreement in reliance upon such
Stockholder’s execution and delivery of this Agreement.


 


ARTICLE III



Assignment; Third Party Beneficiaries.


 


Section 3.01           Assignment;
Third Party Beneficiaries.  Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by Regis (whether by operation of Applicable Law or otherwise)
without the prior written consent of the other parties.  In the event that any Stockholder Transfers
any Subject Shares in accordance with the provisions of Section 1.02,
neither such Stockholder nor the Transferee shall be bound by this Agreement
with respect to the Shares Transferred and the Shares Transferred shall no
longer be Subject Shares; provided, however, that if any Subject Shares are
Transferred by a Stockholder in a Permitted Transfer, the Transferee will be bound
by the terms of this Agreement as are applicable to a Stockholder, such Subject
Shares shall remain Subject Shares and such Transferring Stockholder will
obtain, prior to such Transfer, the written agreement of such Affiliate to be
bound by the terms of this Agreement with respect to such Subject Shares.  Subject to the preceding sentences of this Section 3.01,
this Agreement will be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and assigns.  This Agreement (including the documents and
instruments referred to herein) is not intended to confer upon any Person other
than the parties hereto any rights or remedies hereunder.


 


ARTICLE IV



Termination.


 


Section 4.01           Termination.  This Agreement shall terminate, without
further liability or obligation of any party, including liability for damages,
upon the first to occur of (a) the Effective Time and (b) the
termination of the Merger Agreement (the time at which the first of such
times/events occurs, the “Termination Time”).  Notwithstanding the foregoing, the


 


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provisions of Section 5.02
shall survive termination and no party shall be relieved of liability for
breach by it hereunder prior to the Termination Time.


 


ARTICLE V



General Provisions.


 


Section 5.01           Amendments
to this Agreement; Amendments to the Merger Agreement.  No amendment, modification, termination, or
waiver of any provision of this Agreement, and no consent to any departure by a
Stockholder or Regis from any provision of this Agreement, shall be effective
unless it shall be in writing and signed and delivered by the Stockholders and
Regis, and any waiver shall be effective only in the specific instance and for
the specific purpose for which it is given. 
Notwithstanding anything to the contrary in this Agreement, the
Stockholders will not be required to comply with Sections 1.01 or 1.02
of this Agreement if the Merger Agreement is amended (or a provision or
condition of the Merger Agreement is waived) without the prior written consent
of the Stockholders and such amendment or waiver (a) decreases the
Exchange Ratio or (b) alters or modifies, or waives compliance with a
covenant or condition contained in, Section 7.2, 7.21 or 8.3(d) of
the Merger Agreement and has an adverse effect on the Stockholders.


 


Section 5.02           Disclosure.  Each Stockholder hereby consents to
disclosure in the Joint Proxy Statement/Prospectus and in any Schedule 13D
(or other filing required under the Securities Act or the Exchange Act)
relating to this Agreement filed by Regis (including, in each case, all
documents and schedules filed with the SEC) of a general description of the
Stockholders (but not the specific names or identity thereof unless required by
Applicable Law, the NYSE or the SEC), the aggregate ownership of the Subject
Shares (but not the ownership on a per Stockholder basis unless required by
Applicable Law, the NYSE or the SEC) and the nature of the commitments,
arrangements and understandings pursuant to this Agreement and the Shareholders
Agreement; provided, that, in advance of any such disclosure, Carol L.
Bernick (“CLB”), acting on behalf of the Stockholders, shall be afforded a
reasonable opportunity to review and approve (not to be unreasonably withheld,
conditioned or delayed) such disclosure. 
Except as otherwise required by Applicable Law, the NYSE or the SEC,
Regis will not make any other disclosures regarding the Stockholders in any
press release or otherwise without the prior written approval of CLB, acting on
behalf of the Stockholders (such approval not to be unreasonably withheld,
conditioned or delayed); provided, that, in advance of any such
disclosure, CLB, acting on behalf of the Stockholders, shall be afforded a
reasonable opportunity to review and approve (not to be unreasonably withheld,
conditioned or delayed) such disclosure. 
Notwithstanding the foregoing, it will not be unreasonable if CLB
objects to disclosure of the specific names or identity of the Stockholders or
the ownership of the Subject Shares on a per Stockholder basis unless such
disclosure is required by Applicable Law, the NYSE or the SEC.


 


Section 5.03           Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed duly given (a) on the
date of delivery if delivered personally, (b) upon confirmation of receipt
if delivered by telecopy or telefacsimile, (c) on the next Business Day
following the date of dispatch if delivered by a recognized next-day courier
service or (d) on the date of receipt if delivered by registered or
certified mail, return receipt requested, postage prepaid to Regis in
accordance with Section 10.2 of the Merger Agreement and to the


 


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Stockholders at c/o Carol L.
Bernick, 909 Ashland Avenue, River Forest, Illinois 60305 with a copy to: Neal
Gerber & Eisenberg LLP, Two North LaSalle Street, Suite 2200,
Chicago, Illinois 60602, Attention: 
Marshall E. Eisenberg, Facsimile No.: 312-269-1747.


 


Section 5.04           Interpretation.  When a reference is made in this Agreement to
Sections or Articles, such reference shall be to a Section or Article of
this Agreement unless otherwise indicated. 
The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.  Wherever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation”.


 


Section 5.05           Waivers.  Except as otherwise specifically provided in
this Agreement, no action taken pursuant to this Agreement, including any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representations, warranties,
covenants or agreements contained in this Agreement.  The waiver by any party hereto of a breach of
any provision contained in this Agreement shall not operate or be construed as
a waiver of any prior or subsequent breach of the same or any other provision
contained in this Agreement.


 


Section 5.06           Severability.  Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so
broad as to be unenforceable, the provision shall be interpreted to be only so
broad as is enforceable.


 


Section 5.07           No
Survival.  None of the
representations, warranties or covenants in this Agreement or in any other
document delivered pursuant to this Agreement shall survive the date this
Agreement is terminated pursuant to Article V (except that the
provisions of Section 5.02 shall survive termination).


 


Section 5.08           Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware (without regard to the conflicts of law principles thereof).


 


Section 5.09           Submission
to Jurisdiction; Waivers.  (a) Each
of parties hereto irrevocably agrees that any legal action or proceeding with
respect to this Agreement, the transactions contemplated hereby, any provision
hereof, the breach, performance, validity or invalidity hereof or for
recognition and enforcement of any judgment in respect hereof brought by
another party hereto or its successors or permitted assigns may be brought and
determined in any federal or state court located in the State of Delaware, and
each of the parties hereto hereby irrevocably submits with regard to any such
action or proceeding for itself and in respect to its property, generally and
unconditionally, to the exclusive jurisdiction of the aforesaid courts.


 


(b)           Each
of parties hereto hereby irrevocably waives, and agrees not to assert, by way
of motion, as a defense, counterclaim or otherwise, in any action or proceeding
with


 


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respect to this Agreement, the
transactions contemplated hereby, any provision hereof or the breach,
performance, enforcement, validity or invalidity hereof, (i) any claim
that it is not personally subject to the jurisdiction of the above-named courts
for any reason other than the failure to lawfully serve process, (ii) that
it or its property is exempt or immune from jurisdiction of any such court or
from any legal process commenced in such courts (whether through service of
notice, attachment prior to judgment, attachment in aid of execution of
judgment, execution of judgment or otherwise) and (iii) to the fullest
extent permitted by Applicable Laws, that (A) the suit, action or
proceeding in any such court is brought in an inconvenient forum, (B) the
venue of such suit, action or proceeding is improper and (C) this
Agreement, or the subject matter hereof, may not be enforced in or by such
courts.  EACH PARTY HERETO FURTHER
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.  EACH PARTY HERETO
CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, (b) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY
AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.09.


 


Section 5.10           Enforcement.  The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms.  It is accordingly agreed that the parties
hereto shall be entitled to pursue specific performance of the terms hereof,
this being in addition to any other remedy to which they are entitled at law or
in equity.


 


Section 5.11           Entire
Agreement.  This Agreement embodies
the entire agreement and understanding of the Stockholders and Regis, and
supersedes all prior agreements or understandings, with respect to the subject
matter of this Agreement.


 


Section 5.12           Fees
and Expenses. All costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such expenses.


 


Section 5.13           Counterparts;
Facsimile.  This Agreement may be
executed in counterparts, all of which shall be considered one and the same
agreement, and shall become effective when counterparts have been signed by
each of the parties and delivered to the other parties, it being understood
that all parties need not sign the same counterpart.  This Agreement may be executed by facsimile
signatures of the parties hereto.


 


Section 5.14           Trustee
Exculpation.  When this Agreement is
executed by the trustee of any trust, such execution is by the trustee, not
individually but solely as trustee in the


 


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exercise of and under the power
and authority conferred upon and invested in such trustee, and it is expressly
understood and agreed that nothing herein contained shall be construed as
creating any liability on any such trustee personally to pay any amounts
required to be paid hereunder, or to perform any covenant, either express or
implied, contained herein, all such liability, if any, being expressly waived
by the parties hereto by their execution hereof.  Any liability hereunder of any Stockholder
which is a trust shall be only that of such trust to the full extent of its
trust estate and shall not be a personal liability of any trustee, grantor or
beneficiary thereof.


 


[SIGNATURE
PAGES TO FOLLOW]


 


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IN WITNESS WHEREOF, this Agreement has been
duly executed and delivered by the parties as of the date hereinabove written.


 


 


	
   

  	
  REGIS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul D. Finkelstein

  	
   

  
	
   

  	
  Name: 
  Paul D. Finkelstein

  
	
   

  	
  Title: 
  President, Chief Executive Officer, and

  
	
   

  	
  Chairman of the Board

  



 





















 


	
   

  	
  STOCKHOLDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1947 LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Carol L. Bernick Revocable Trust II, its

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
   

  	
  Carol L. Bernick,
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  2004 CLB GRANTOR ANNUITY TRUST I

  U/A/D 1/9/04

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  2004 CLB GRANTOR ANNUITY TRUST II

  U/A/D 1/9/04

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  2005 CLB GRANTOR ANNUITY TRUST I

  U/A/D 1/10/05

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  2005 CLB GRANTOR ANNUITY TRUST II

  U/A/D 1/10/05

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  2005 CLB GRANTOR ANNUITY TRUST I

  U/A/D 4/28/05

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  2005 CLB GRANTOR ANNUITY TRUST II

  U/A/D 4/28/05

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
						



 





















 


	
   

  	
  BERNICE E. LAVIN TRUST U/A/D 12/18/87

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Leonard H. Lavin

  	
   

  
	
   

  	
   

  	
  Leonard H.
  Lavin, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  CAROL L. BERNICK AND CHILDREN GRAT

  TRUST U/A/D 9/18/01

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  CAROL L. BERNICK INVESTMENT TRUST

  U/A/D 7/7/97

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Howard B. Bernick

  	
   

  
	
   

  	
   

  	
  Howard B.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Marshall E. Eisenberg

  	
   

  
	
   

  	
   

  	
  Marshall E.
  Eisenberg, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAROL L. BERNICK REVOCABLE TRUST II

  U/A/D 4/17/02

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  CAROL L. BERNICK REVOCABLE TRUST

  U/A/D 4/23/93

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  CLB GRAT TRUST U/A/D 9/15/93

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  CRAIG BERNICK PROPERTY TRUST U/A/D

  3/7/99

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  



 





















 


	
   

  	
  CRAIG LAVIN BERNICK TRUST U/A/D

  11/14/89

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  ELIZABETH BERNICK PROPERTY TRUST

  U/A/D 3/25/03

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  ELIZABETH CLAIRE BERNICK EXEMPT

  TRUST U/A/D 4/25/95

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  ELIZABETH CLAIRE BERNICK TRUST U/A/D

  11/14/89

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  KSL PROPERTY TRUST II U/A/D 10/31/98

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  LEONARD H. LAVIN TRUST U/A/D 10/20/72

  FBO CAROL MARIE LAVIN

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  LEONARD H. LAVIN TRUST U/A/D 12/18/87

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Leonard H. Lavin

  	
   

  
	
   

  	
   

  	
  Leonard H.
  Lavin, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  



 





















 


	
   

  	
  PETER ANDREW BERNICK EXEMPT TRUST

  U/A/D 4/25/95

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  PETER ANDREW BERNICK TRUST U/A/D

  11/14/89

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  PETER BERNICK PROPERTY TRUST U/A/D

  3/21/00

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  PRESTON JAY LAVIN TRUST U/A/D 11/14/89

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol L. Bernick

  	
   

  
	
   

  	
   

  	
  Carol L.
  Bernick, Trustee

  



 





















 


EXHIBIT A


 


BENEFICIAL
AND RECORD OWNERSHIP OF 

ALBERTO-CULVER COMMON STOCK SHARES


 


 


11,359,788 shares of Alberto-Culver Common Stock