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                             ALBERTO-CULVER COMPANY
                      1994 SHAREHOLDER VALUE INCENTIVE PLAN

                      (as amended through October 1, 2002)

I.   GENERAL

     1.1 Purpose of the SVIP

     The 1994 Shareholder Value Incentive Plan ("SVIP") of the Alberto-Culver
Company ("Company") is intended to advance the best interests of the Company by
providing key salaried employees who have substantial responsibility for the
Company's management and growth with additional incentives through the grant of
awards based upon Total Shareholder Return as defined in Section 1.2(o),
thereby: (1) more closely linking the interests of key salaried employees with
shareholders, (2) increasing the personal stake of such key salaried employees
in the continued success and growth of the Company, and (3) encouraging them to
remain in the employ of the Company.

     1.2 Definitions

     The following definitions apply with respect to the SVIP:

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

     (b)  "Committee" shall mean the Compensation Committee of the Board of
          Directors of the Company 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 SVIP involving "officers" within the meaning of
          Rule 16a-1(f) under Section 16 ("Executive Officers") and Covered
          Employees as defined herein.

     (c)  "Class A Common Stock" shall mean the Class A common stock of the
          Company, $.22 par value.

     (d)  "Class B Common Stock" shall mean the Class B common stock of the
          Company, $.22 par value. The Class A Common Stock and the Class B
          Common Stock are referred to collectively as the "Common Stock".

     (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.

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     (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 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 have the meaning provided in the Company's
          Employees' Profit Sharing Plan or, in the absence of such a
          definition, the first day of the month following the month in which
          the Participant attains his or her 65th birthday.

     (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
          (i) Class A Common Stock for grants made on or before September 30,
          2002 and (ii) Class B Common Stock for grants made on or after October
          1, 2002.

     1.3 Administration of the SVIP

     The SVIP shall be administered by the Committee. The Committee shall have
full and final authority in its discretion to interpret conclusively the
provisions of the SVIP, to adopt such rules and regulations for carrying out the
SVIP and to make all other determinations necessary or advisable for the
administration of the SVIP.

     The Committee shall meet at least once each fiscal year, and at such
additional times as it may determine to designate the eligible employees, if
any, to be granted Performance Units under the SVIP, the amount of such
Performance Units and the time when Performance Units will be granted. All
Performance Units granted under the SVIP shall be on the terms and subject to
the conditions hereinafter provided.

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     1.4 Eligible Participants

     Key salaried employees of the Company and its subsidiaries as determined by
the Committee shall be eligible to participate in the SVIP (any employee
receiving a Performance Unit under the SVIP hereinafter referred to as a
"Participant").

     1.5 Limitation on Grants

     The maximum amount payable under the SVIP to a single Participant may not
exceed $4.0 million per Performance Period.

II.  PERFORMANCE UNITS

     2.1 Terms and Conditions of Grants

(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 (Class A Common Stock
     with respect to grants made on or before September 30, 2002 and Class B
     Common Stock with respect to grants made on or after October 1, 2002) or a
     combination thereof as set forth in Section 2.2, payable in each case
     following the end of a Performance Period, if the applicable class of
     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). Participants owning less than
     their Ownership Threshold shall be required to receive at least 50% of
     their award in (i) Class A Common Stock with respect to grants made on or
     before September 30, 2002 or (ii) Class B Common Stock with respect to
     grants made on or after October 1, 2002 ("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 Class A Common Stock and/or Class B Common Stock, as
     the case may be, 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 Class B
     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"). Grants of Performance Units made on or before September
     30, 2002 were based on the percentile rank of the Class A Common

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     Stock of the Company measured by the Total Shareholder Return among the
     Companies comprising the Standard and Poor's 500 Index.

(c)  For Performance Units granted before July 26, 2001, no award will be
     payable if the Company's TSR as a percentile among the Applicable Index
     companies is less than the 50th percentile, and the maximum award payable
     is 300% of the target value, subject to the limitations set forth in
     Section 1.5. Starting with Performance Units granted to Participants on or
     after July 26, 2001, (i) no award will be payable with respect to such
     Performance Units if the Company's TSR as a percentile among the Applicable
     Index companies is less than the 40th percentile, (ii) the maximum award
     payable with respect to such Performance Units is 200% of the target value,
     subject to the limitations set forth in Section 1.5, and (iii) if the
     Company's TSR is negative, the Committee may, in its discretion, not pay
     any award or reduce an award otherwise payable with respect to such
     Performance Units, notwithstanding the fact that the Company's TSR as a
     percentile among the Applicable Index companies is equal to or greater than
     the 40th 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 Class A and/or Class B
     Common Stock of the Company, as applicable, 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.

     2.2 Payment

     Awards approved by the Committee will be distributed on or before the 15th
     day of the third month following the end of the Performance Period or, in
     the event of a Change in Control, within 30 days following such Change in
     Control (but in the event of a Change in Control, such award shall be
     payable only in cash). Awards payable, in whole or in part, in Common Stock
     shall be the number of shares of (i) Class A Common Stock with respect to
     grants made on or before September 30, 2002 or (ii) Class B Common Stock
     with respect to grants made on or after October 1, 2002, that a Participant
     could have purchased at the ending per share price of the applicable class
     of Common Stock as calculated pursuant to Section 1.2(o) had such
     Participant used the relevant percentage (pursuant to any election to
     receive Common Stock) of his or her award, less applicable withholding
     taxes, to purchase such class of Common Stock. Elections to receive Common
     Stock in lieu of cash shall be submitted to the Committee at such time as
     specified by the Committee, but in no case after the end of the relevant
     Performance Period. Except for Required Elections, failure to make a timely
     election shall be conclusively deemed to be an election to receive all
     cash. Failure to make a timely election to receive more than 50% of an
     award in Common Stock pursuant to a Required Election shall be conclusively
     deemed to be an election to receive 50% of such award in (i) Class A Common
     Stock with respect to grants made on or before September 30, 2002 or (ii)
     Class B Common Stock with respect to grants made on or after October 1,
     2002. To the extent necessary to secure an exemption under Section 16(b),
     voluntary elections by Executive Officers to receive Common Stock

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     shall be approved by the Committee following the end of the Performance
     Period and prior to the distribution of such stock.

     2.3 Termination of Employment

(a)  If a Participant's employment is terminated prior to the end of a
     Performance Period because of death, Retirement or Disability, the extent
     to which a Performance Unit shall be deemed to have been earned and payable
     (solely in cash and without regard to any elections to the contrary) shall
     be determined by multiplying (a) the cash value of the Performance Unit as
     calculated in accordance with the matrix established by the Committee and
     set forth in the Performance Unit Agreement by (b) a fraction, the
     numerator of which is the number of full calendar months such Participant
     was employed during the Performance Period and the denominator of which is
     the total number of full calendar months in the Performance Period.

(b)  If a Participant's employment terminates for any reason other than because
     of death, Retirement or Disability, or a Change in Control (as defined in
     Section 3.8), the Performance Unit and any and all rights to payment under
     such Performance Unit shall be immediately canceled and the Performance
     Unit Agreement with such terminated Participant shall be null and void.

III. ADDITIONAL PROVISIONS

     3.1 Nature of Participant's Interests

     A Participant's benefits under the SVIP shall at all times be reflected on
the Company's books and records as a general, unsecured and unfunded obligation
of the Company, and the SVIP shall not give any person any right or security
interest in any asset of the Company nor shall it imply a trust or segregation
of assets by the Company.

     3.2 Amendments

     The Committee or the Board of Directors of the Company may amend the SVIP
from time to time, as it deems advisable and in the best interests of the
Company, provided that no such amendment will adversely affect or impair
previously issued grants.

     3.3 Withholding

     The Company shall have the right to deduct from any distribution to any
Participant an amount equal to the federal, state and local income taxes and
other amounts as may be required by law to be withheld with respect to any grant
or distribution under the SVIP.

     3.4 Nonassignability

     (a) Except as expressly provided in the SVIP, the rights of a Participant
and any awards under the SVIP may not be assigned or transferred except by will
and the laws of descent and distribution.

     (b) A Participant may from time to time name in writing any person or
persons to whom his or her benefit is to be paid if he or she dies before
complete payment of such benefit has occurred. Each such

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beneficiary designation will revoke all prior designations by the Participant
with respect to the SVIP, shall not require the consent of any previously named
beneficiary, shall be in a form prescribed by the Committee, and will be
effective only when filed with the Committee in care of the Secretary of the
Company during the Participant's lifetime.

     (c) If the Participant fails to designate a beneficiary before his or her
death, as provided above, or if the beneficiary designated by the Participant
dies before the date of the Participant's death or before complete payment of
the Participant's benefit has occurred, the Company may pay the remaining unpaid
portion of the Participant's benefit to the legal representative or
representatives of the estate of the Participant.

     3.5 Nonuniform Determinations

     Determinations by the Committee under the SVIP regarding determinations of
the persons to receive grants, the form, amount and timing of such grants, and
the terms and provisions of such grants and the agreements evidencing the same
need not be uniform and may be made by it selectively among persons who receive,
or are eligible to receive, grants under the SVIP, whether or not such persons
are similarly situated.

     3.6 No Guarantee of Employment

     Neither grants under the SVIP nor any action taken pursuant to the SVIP
shall constitute or be evidence of any agreement or understanding, express or
implied, that the Company or its subsidiaries shall retain the Participant for
any period of time or at any particular rate of compensation.

     3.7 Effective Date; Duration

     The SVIP, as amended, has been adopted and authorized by the Board of
Directors for submission to the stockholders of the Company. If the SVIP is
approved by the stockholders of the Company at the Annual Meeting of
stockholders to be held on January 23, 2003, or any adjournment thereof (the
"2003 Meeting"), it shall be deemed to have become effective on October 1, 2002,
the date of the most recent amendments to the SVIP by the Board of Directors.
Performance Units may be granted under the SVIP prior, but subject, to the
approval of the SVIP, as amended, by stockholders of the Company and, in each
such case, the date of grant shall be determined without reference to the date
of approval of the SVIP, as amended, by the stockholders of the Company. If the
SVIP, as amended, is not approved by the stockholders of the Company at the 2003
Meeting, the terms of the SVIP shall be those terms in effect immediately prior
to the most recent amendments by the Board of Directors and any Performance
Units granted subject to such stockholder approval shall be governed by those
terms in effect immediately prior to such amendments. The Committee or the Board
of Directors will have the authority to terminate the SVIP at any time.
Termination of the SVIP will have no impact on Performance Units granted prior
to the SVIP termination date.

     3.8 Change in Control

     (a)(1) Notwithstanding anything herein to the contrary but subject to the
          dollar limitation payable per Performance Period as set forth in
          Section 1.5, in the event of a Change in Control, all Performance
          Units shall become payable in cash in accordance with the following
          sentence

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          of this Section 3.8(a)(1) at the TSR percentile rank of the Company
          calculated using the TSR of the Company as of the date of the Change
          in Control as compared to the TSR among the Applicable Index companies
          as of the last quarterly period for which such TSR information is
          available. A Performance Unit shall be payable pursuant to this
          Section 3.8(a)(1) in an amount equal to the cash value of such
          Performance Unit calculated in accordance with the preceding sentence,
          multiplied by a fraction, the numerator of which is the number of full
          fiscal years of the Performance Period in which the Change in Control
          shall have occurred which shall have elapsed prior to such Change in
          Control, and the denominator of which is three. For purposes of the
          preceding sentence of this Section 3.8(a)(1), if at least six full
          calendar months of a fiscal year within a Performance Period shall
          have elapsed, such entire fiscal year shall be deemed to have elapsed.

     (2)  If any amount to be paid to a Participant (or beneficiary thereof)
          pursuant to this Section 3.8(a) is not paid in full within 30 days
          following the Change in Control (the "Payment Date"), then the Company
          shall also pay to that Participant (or beneficiary) interest on the
          unpaid amount for the period beginning on the Payment Date and ending
          on the date that the amount is paid in full. The amount of interest to
          be paid to a Participant (or beneficiary thereof) pursuant to this
          Section 3.8(a)(2) shall be computed using an annual rate equal to two
          percent above the prime rate from time to time in effect, as published
          under "Money Rates" in The Wall Street Journal, but in no event higher
          than the maximum legal rate permissible under applicable law. Payments
          received by a Participant (or beneficiary thereof) pursuant to this
          Section 3.8(a)(2) shall be credited first against accrued interest
          until all accrued interest is paid in full before any such payment is
          credited against the amount payable pursuant to Section 3.8(a)(1).

     (3)  Solely for the purposes of the computation of payments under the SVIP
          and notwithstanding any other provision of the SVIP, payments to any
          Participant under the SVIP shall be reduced (but not below zero) so
          that the present value, as determined in accordance with Section
          280G(d)(4) of the Code, of such payments plus any other payments that
          must be taken into account for purposes of any computation relating to
          the Participant under Section 280G(b)(2)(A)(ii) of the Code, shall
          not, in the aggregate, exceed 2.99 times the Participant's "base
          amount," as such term is defined in Section 280G(b)(3) of the Code.
          Notwithstanding any other provision of the SVIP, no reduction in
          payments under the limitation contained in the immediately preceding
          sentence shall be applied to payments under the SVIP which do not
          constitute "excess parachute payments" within the meaning of the Code.
          Any payments in excess of the limitation of this Section 3.8(a)(3) or
          otherwise determined to be "excess parachute payments" made to any
          Participant under the SVIP shall be deemed to be overpayments which
          shall constitute an amount owing from the Participant to the Company
          with interest from the date of receipt by the Participant to the date
          of repayment (or offset) at the applicable federal rate under Section
          1274(d) of the Code, compounded semi-annually, which shall be payable
          to the Company upon demand; provided, however, that no repayment shall
          be required under this sentence if in the written opinion of tax
          counsel satisfactory to the Participant and delivered to the
          Participant and the Company such repayment does not allow such
          overpayment to be excluded for federal income and excise tax purposes
          from the Participant's income for the year of receipt or afford the
          Participant a compensating federal income tax deduction for the year
          of the repayment.

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     (b)  "Change in Control" means:

          (1)  the occurrence of any one or more of the following events:

               (A)  The acquisition by any individual, entity or group (a
                    "Person"), including any "person" within the meaning of
                    Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
                    of 1934, as amended (the "Exchange Act"), of beneficial
                    ownership within the meaning of Rule 13d-3 promulgated under
                    the Exchange Act of both (x) 20% or more of the combined
                    voting power of the then outstanding securities of the
                    Company entitled to vote generally in the election of
                    directors (the "Outstanding Company Voting Securities") and
                    (y) combined voting power of Outstanding Company Voting
                    Securities in excess of the combined voting power of the
                    Outstanding Company Voting Securities held by the Exempt
                    Persons (as such term is defined in Section 3.8(c);
                    provided, however, that a Change in Control shall not result
                    from an acquisition of Company Voting Securities:

                    (i)  directly from the Company, except as otherwise provided
                         in Section 3.8(b)(2)(A);

                    (ii) by the Company, except as otherwise provided in Section
                         3.8(b)(2)(B);

                    (iii) by an Exempt Person;

                    (iv) by an employee benefit plan (or related trust)
                         sponsored or maintained by the Company or any
                         corporation controlled by the Company; or

                    (v)  by any corporation pursuant to a reorganization, merger
                         or consolidation involving the Company, if, immediately
                         after such reorganization, merger or consolidation,
                         each of the conditions described in clauses (i) and
                         (ii) of Section 3.8(b)(1)(C) shall be satisfied.

               (B)  The cessation for any reason of the members of the Incumbent
                    Board (as such term is defined in Section 3.8(d)) to
                    constitute at least a majority of the Board of Directors.

               (C)  Consummation of a reorganization, merger or consolidation
                    unless, in any such case, immediately after such
                    reorganization, merger or consolidation:

                    (i)  more than 60% of the combined voting power of the then
                         outstanding securities of the corporation resulting
                         from such reorganization, merger or consolidation
                         entitled to vote generally in the election of directors
                         is then beneficially owned, directly or indirectly, by
                         all or substantially all of the individuals or entities
                         who were the beneficial owners of the combined voting
                         power of all of the Outstanding Company Voting

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                         Securities immediately prior to such reorganization,
                         merger or consolidation; and

                    (ii) at least a majority of the members of the board of
                         directors of the corporation resulting from such
                         reorganization, merger or consolidation were members of
                         the Incumbent Board at the time of the execution of the
                         initial agreement or action of the Board of Directors
                         providing for such reorganization, merger or
                         consolidation.

               (D)  Consummation of the sale or other disposition of all or
                    substantially all of the assets of the Company other than
                    (x) pursuant to a tax-free spin-off of a subsidiary or other
                    business unit of the Company or (y) to a corporation with
                    respect to which, immediately after such sale or other
                    disposition:

                    (i)  more than 60% of the combined voting power of the then
                         outstanding securities thereof entitled to vote
                         generally in the election of directors is then
                         beneficially owned, directly or indirectly, by all or
                         substantially all of the individuals and entities who
                         were the beneficial owners of the combined voting power
                         of all of the Outstanding Company Voting Securities
                         immediately prior to such sale or other disposition;
                         and

                    (ii) at least a majority of the members of the board of
                         directors thereof were members of the Incumbent Board
                         at the time of the execution of the initial agreement
                         or action of the Board of Directors providing for such
                         sale or other disposition.

               (E)  Approval by the stockholders of the Company of a plan of
                    complete liquidation or dissolution of the Company.

          (2)  Notwithstanding the provisions of Section 3.8(b)(1)(A):

               (A)  no acquisition of Company Voting Securities shall be subject
                    to the exception from the definition of Change in Control
                    contained in clause (i) of Section 3.8(b)(1)(A) if such
                    acquisition results from the exercise of an exercise,
                    conversion or exchange privilege unless the security being
                    so exercised, converted or exchanged was acquired directly
                    from the Company; and

               (B)  for purposes of clause (ii) of Section 3.8(b)(1)(A), if any
                    Person (other than the Company, an Exempt Person or any
                    employee benefit plan (or related trust) sponsored or
                    maintained by the Company or any corporation controlled by
                    the Company) shall, by reason of an acquisition of Company
                    Voting Securities by the Company, become the beneficial
                    owner of (x) 20% or more of the combined voting power of the
                    Outstanding Company Voting Securities and (y) combined
                    voting power of Outstanding Company Voting Securities in
                    excess of the combined voting power of the Outstanding
                    Company Voting Securities held by the Exempt Persons, and
                    such Person shall, after such acquisition of Company Voting
                    Securities by the Company, become the beneficial owner of

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                    any additional Outstanding Company Voting Securities and
                    such beneficial ownership is publicly announced, such
                    additional beneficial ownership shall constitute a Change in
                    Control.

     (c)  "Exempt Person" (and collectively, the "Exempt Persons") means:

          (1)  Leonard H. Lavin or Bernice E. Lavin;

          (2)  any descendant of Leonard H. Lavin and Bernice E. Lavin or the
               spouse of any such descendant;

          (3)  the estate of any of the persons described in Section 3.8(c)(1)
               or (2);

          (4)  any trust or similar arrangement for the benefit of any person
               described in Section 3.8(c)(1) or (2); or

          (5)  the Lavin Family Foundation or any other charitable organization
               established by any person described in Section 3.8(c)(1) or (2).

     (d)  "Incumbent Board" means those individuals who, as of October 24, 2002,
          constitute the Board of Directors, provided that:

          (1)  any individual who becomes a director of the Company subsequent
               to such date whose election, or nomination for election by the
               Company's stockholders, was approved either by the vote of at
               least a majority of the directors then comprising the Incumbent
               Board or by the vote of at least a majority of the combined
               voting power of the Outstanding Company Voting Securities held by
               the Exempt Persons shall be deemed to have been a member of the
               Incumbent Board; and

          (2)  no individual who was initially elected as a director of the
               Company as a result of an actual or threatened solicitation by a
               Person other than the Board or the Exempt Persons for the purpose
               of opposing a solicitation by any other Person with respect to
               the election or removal of directors, or any other actual or
               threatened solicitation of proxies or consents by or on behalf of
               any Person other than the Board of Directors or the Exempt
               Persons shall be deemed to have been a member of the Incumbent
               Board.

     3.9 Stockholder Approval. Unless otherwise determined by the Board of
Directors, the SVIP shall be resubmitted to the stockholders for re-approval and
re-adoption no less often than every five years.

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