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                                                                 Exhibit 10 (a)
                            ALBERTO-CULVER COMPANY

                           MANAGEMENT INCENTIVE PLAN

               (as amended and restated through October 1, 2002)

1. Establishment. Alberto-Culver Company and its subsidiaries hereby establish
   the Management Incentive Plan ("MIP") for key salaried employees of the
   Company. The MIP provides for annual awards to be made to Participants based
   upon financial performance and achievement of Individual Bonus Objectives.
   This MIP is established as an unfunded, non-qualified incentive compensation
   plan intended for the benefit of employees who are among a select group of
   management and/or highly compensated participants. Nothing contained in this
   MIP and no action taken pursuant to the provisions of this MIP shall create
   or be construed to create a trust of any kind, or a fiduciary relationship
   between the Company and the Participant, his designated beneficiary or any
   other person. Any funds which may be invested under the provisions of this
   MIP shall continue for all purposes to be a part of the general assets of
   the Company and no person other than the Company shall by virtue of the
   provisions of this MIP have any interest in such funds. To the extent that
   any person acquires a right to receive payments from the Company under this
   MIP, such right shall be no greater than the right of any unsecured general
   creditor of the Company.

2. Purpose. The purpose of the MIP is to attract and retain in the employ of
   the Company persons possessing outstanding management skills and competence
   who will contribute substantially to the success of the Company. The MIP is
   intended to provide incentives to such persons to exert their maximum
   efforts on behalf of the Company by rewarding them with additional
   compensation when the Company or Profit Center and/or the Participant have
   achieved the financial performance and Individual Business Objectives,
   respectively, provided for in the MIP.

3. Effective Date and Performance Periods. The effective date of the amended
   and restated MIP is October 1, 2002. The Plan Year shall be the 12
   consecutive-month period ending September 30 of each year. The MIP will
   continue in effect until and unless terminated by the Board of Directors.

4. Definitions. The definition of key terms are as follows:

    a. "Base Salary" means the base salary, as set by the Company, paid to the
       Participant during the Plan Year, exclusive of any amounts payable under
       bonus and incentive plans, severance plans, option plans, and any other
       benefit or welfare plan of the Company now or hereafter existing.

    b. "Bonus Award Opportunity" means 200% of Base Salary.

    c. "Change in Control" shall have the meaning set forth in Section 14.d.1.

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    d. "Committee" means 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
       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 MIP involving "officers"
       within the meaning of Rule 16a-1(f) under Section 16 ("Executive
       Officer") and Covered Employees as defined herein.

    e. "Company" means Alberto-Culver Company or a Subsidiary.

    f. "Covered Employee" means a Participant who is a "covered employee"
       within the meaning of Section 162(m) of the Internal Revenue Code of
       1986 and the rules and regulations thereunder during the Plan Year at
       issue.

    g. "Employee" means any person, including an officer or director, who is
       employed on a permanent basis by, and receives a regular salary from,
       the Company.

    h. "Exempt Person" and "Exempt Persons" shall have the meaning set forth in
       Section 14.d.2.

    i. "Incumbent Board" shall have the meaning set forth in Section 14.d.3.

    j. "Individual Business Objectives" means the objectives as set forth in a
       letter of recommendation prepared by the Participant and agreed upon by
       (i) the Chairman, any Vice Chairman or the President of the Company,
       (ii) the President of Alberto-Culver Consumer Products Worldwide or
       Sally Beauty Company, Inc. or (iii) the Committee.

    k. "Participant" means any Employee of the Company who has been selected to
       participate in the MIP.

    l. "Plan Year" shall be the Company's fiscal year for financial reporting
       purposes (i.e., the 12 consecutive-month period ended September 30).

    m. "Profit Center" means a division or Subsidiary of the Company which is
       responsible for preparing and submitting annual sales and pre-tax profit
       (loss) objectives.

    n. "Subsidiary" means any corporation in which the Company owns (directly
       or indirectly) 50% or more of the outstanding stock entitled to vote for
       directors.

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5. Eligibility. Participation in the MIP is limited to key salaried Employees
   of the Company and its Subsidiaries. Each Plan Year, the Committee shall
   designate those eligible Employees who will participate in the MIP during
   that Plan Year. In the event an employee who would be eligible to
   participate in the MIP is hired after the beginning of the Plan Year, the
   Committee may, but need not, designate such employee as a Participant for
   such Plan Year; provided, however, that no employee shall be eligible to
   participate in the MIP for any Plan Year in which he or she was employed
   with the Company for less than four months. In the event a new employee is
   designated as a Participant, the Committee shall notify the new Participant
   of his or her financial performance award opportunities and his or her
   Individual Business Objectives on which any cash award will be based. The
   Committee shall make such adjustments to the new Participant's actual cash
   award as the Committee deems necessary or appropriate to take into account
   the fact that such Participant was not employed for the entire Plan Year.

6. Award Opportunities. Actual awards can range from 0% to 100% of the Bonus
   Award Opportunity (a maximum of 200% of Base Salary or $4.0 million,
   whichever is less) based on actual performance compared to the performance
   objectives established for the Plan Year. The total Bonus Award Opportunity
   will relate to the financial performance of the Company, one or more Profit
   Centers, or Individual Business Objectives or any combination thereof.
   Notwithstanding anything to the contrary hereinabove set forth in this
   Section 6 or in Section 8 or 9 of the MIP, but subject in all respects to
   Sections 7 and 14 of the MIP, any Bonus Award Opportunity and the amount of
   any annual award, other than a Change in Control Award (as such term is
   defined in Section 14.b of the MIP), payable to any Participant other than a
   Covered Employee may be (i) increased or decreased by up to 25% of such
   Participant's Base Salary as the Committee, in its sole discretion, shall
   determine based on such factors and circumstances as the Committee shall
   deem appropriate or (ii) decreased by such amount as the Committee, in its
   sole discretion, shall determine in the event a Participant (a) is found to
   have violated any policy contained in the applicable Compliance Policy
   Manual, (b) is placed on probation at any time during the Plan Year, (c) has
   engaged in purposeful diversion, and/or (d) has engaged in activities
   intended to enhance current Plan Year awards to the detriment of future
   periods (e.g. inadequate marketing expenditures that artificially increase
   short-term profits, unnecessary year end loading shipments or promotions
   that build sales for the short-term, etc.)

7. Maximum Award Payable. The maximum award payable under the MIP to a single
   Participant may not exceed the lesser of $4.0 million or 200% of such
   Participant's Base Salary per fiscal year of the Company.

8. Financial Performance Award Opportunities. Each Participant will be assigned
   financial performance award opportunities for the Company and/or the Profit
   Center for the Plan Year. Financial performance award opportunities will be
   based upon sales, pre-tax earnings, and, except for Covered Employees, any
   other measurements the Committee shall deem appropriate.

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   Each Participant will be notified in writing ("Participant Letter") of his
   or her Bonus Award Opportunity, the Participant's financial performance
   opportunities set for the Company and/or his or her Profit Center, if
   applicable, and the portion of his or her Bonus Award Opportunity allocated
   to the Participant's Individual Business Objectives, if any. The Participant
   Letter will specify the percentage of the Bonus Award Opportunity that will
   be earned based upon the extent to which such objectives are achieved,
   subject to adjustment pursuant to Section 6.

   At the end of each Plan Year, the Committee shall certify the awards that
   have been attained by each Participant. Except as otherwise provided in
   Section 14 hereof, no award may be payable to a Participant prior to such
   certification.

   The Committee shall have the sole authority to set all financial performance
   opportunities and to modify such financial performance opportunities during
   the Plan Year as deemed appropriate; provided, however, that the Committee
   may not modify the performance objectives during a Plan Year to increase the
   award payable to a Covered Employee.

9. Individual Business Objectives. Except for Covered Employees, the Committee,
   at its sole discretion, may allocate a portion of a Participant's Bonus
   Award Opportunity for the Plan Year to the Participant's Individual Business
   Objectives. Subject to Section 7, awards for the achievement of these
   objectives can range from 0% to 150% of the Bonus Award Opportunity assigned
   thereto. The Committee shall determine the actual level of performance
   achieved by Participants for their Individual Business Objectives.

10. Administration--Powers and Duties of the Committee.

   a. Administration. The Committee shall be responsible for the administration
   of the MIP. The Committee, by majority action, is authorized to interpret
   the MIP, to prescribe, amend, and rescind rules and regulations relating to
   the MIP, to provide for conditions and assurances deemed necessary or
   advisable to protect the interest of the Company and to make all other
   determinations necessary or advisable for the administration of the MIP.
   Determinations, interpretations, or other actions made or taken by the
   Committee pursuant to the provisions of the MIP shall be final and binding
   and conclusive for all purposes and upon all persons whomsoever. No member
   of the Committee shall be liable for any action or determination made in
   good faith with respect to the MIP or any annual award made hereunder.

   b. Amendment, Modification, and Termination of MIP. The Board of Directors
   or the Committee may at any time terminate, and from time to time may amend
   or modify the MIP, except that no amendment by the Committee shall increase
   the amount of an annual award payable to a Covered Employee for performance
   achieved during the Plan Year of such amendment or any previous Plan Year or
   allow a member of the Committee to be a Participant. Termination of the MIP
   shall not be effective with respect to the Plan Year in which it occurs.

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11. Payment of Annual Award.

   a. Payment of Award. The Company shall pay the annual award to the
   Participant after the award has been determined and certified by the
   Committee, but no later than December 15th of each year.

   b. Changes in Employment Status. Except as set forth in the following
   sentence, if a Participant's employment terminates during a Plan Year or
   after the end of the Plan Year, but prior to the payment of the annual
   award, no award will be payable for that Plan Year. If the Participant's
   employment terminates during the Plan Year or after the end of the Plan Year
   but prior to the payment of the annual award due to death, disability or
   retirement, the Committee shall have the sole authority and discretion to
   award a Participant (or his or her beneficiary) a portion of the annual
   award that would otherwise be payable with respect to that Plan Year.

   c. Deferral of Award. A Participant may, in writing filed with the Committee
   within 30 days following the receipt of his or her Participant Letter (but
   in no event later than December 15, of the applicable Plan Year), elect to
   defer payment of all or a portion of his or her annual cash award so that it
   shall be paid in not more than ten equal annual installments commencing the
   January 15th, or such other date selected by the Participant and approved by
   the Committee, following his or her (i) retirement or termination of
   employment with the Company or (ii) attainment of the age specified by the
   Participant. Any election to defer until the attainment of a specified age
   shall have a payment commencement date no sooner than three years from the
   date of the applicable Participant Letter. Such election to defer shall
   designate the number of annual installments and the timing of such
   installments and shall, except as provided below, be irrevocable. If such
   election fails to specify a time for payment, such payment shall be paid in
   a lump sum on the January 15th following the Participant's retirement or
   termination of employment with the Company. The deferral of any annual award
   shall not be less than $10,000, which amount may be changed by the Committee
   from time to time in its sole discretion.

   The Participant may request to receive an early distribution of all or a
   portion of any amounts deferred hereunder. A single-sum payment will be paid
   to Participants who request such distribution. An early distribution paid to
   a Participant shall cause the Participant to forfeit all right, title or
   claim to an amount equal to 10% of such early distribution. Such 10% penalty
   shall first reduce the remaining balance of the amounts deferred hereunder
   immediately following the early distribution and then shall reduce the early
   distribution payable to the Participant.

   Notwithstanding the preceding paragraph, any request for an early
   distribution on account of an "unforeseeable emergency" shall not bear the
   10% early distribution penalty. For purposes of this Section 11(c), an
   unforeseeable emergency is a severe financial hardship to the Participant
   resulting from a sudden and unexpected illness or accident of the
   Participant or of a dependent (as defined in Section 152(a) of the Internal
   Revenue Code) of the

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   Participant, loss of the Participant's property due to casualty, or other
   similar extraordinary and unforeseeable circumstances beyond the control of
   the Participant. The determination of whether a request for an early
   distribution is on account of an unforeseeable emergency shall be made by
   the sole discretion of the Committee, who shall apply the standards of
   Section 457 of the Internal Revenue Code.

   Any early distribution on account of an unforeseeable emergency may not be
   made to the extent such hardship is or may be relieved by (i) reimbursement
   or compensation by insurance or otherwise, (ii) liquidation of the
   Participant's assets, to the extent the liquidation of such assets would not
   itself cause severe financial hardship, (iii) obtaining a loan either within
   the provisions of any benefit plan of the Company or its subsidiaries or
   from a third party lender or (iv) cessation of deferrals under the MIP.
   Early distributions because of an unforeseeable emergency will only be
   permitted to the extent reasonably needed to satisfy the emergency need in
   addition to any amounts necessary to pay any federal, state or local income
   taxes reasonably anticipated to result from the early distribution.

   d. Interest Payable on Deferred Payments. Any annual award to which a
   Participant shall have elected deferred payment hereunder shall bear
   interest, compounded annually, at the prime rate of interest as such rate is
   set, from time to time, by Bank One, NA or its successor, but in no event
   shall such rate exceed 10%. A separate accounting shall be maintained for
   each Participant with respect to the deferred payments hereunder.

   e. Investment in Alberto-Culver Company Stock. As an additional alternative
   to lump sum cash payment, a Participant may elect, within 30 days following
   the receipt of his or her Participant Letter (but in no event later than
   December 15, of the applicable Plan Year), to receive all or a portion of
   his or her annual award, less withholding taxes, in Alberto-Culver Company
   Class B Common Stock, but this shall not constitute a deferred payment for
   purposes of this MIP. Awards payable, in whole or in part, in Class B Common
   Stock shall be the number of shares of Class B Common Stock that a
   Participant could have purchased based upon the closing price of such shares
   on the last trading day of the applicable fiscal year. Participants who had
   made an election before October 1, 2002 (the effective date of the amended
   and restated MIP) to receive all or a portion of his or her annual award,
   less withholding taxes, in Alberto-Culver Company Class A common stock,
   shall not be affected by the amendments made to this Section 11(e) and shall
   receive Class A common stock under the terms of Section 11(e) prior to
   October 1, 2002.

12. Beneficiary. If a Participant dies before receiving the annual award and/or
    any previously deferred awards to which he or she is entitled to under the
    MIP, such awards shall be paid to such person whom the Participant has
    designated by an instrument in writing, and in a form acceptable to the
    Board of Directors, executed by the Participant and delivered to the Board
    of Directors in care of the Secretary of the Company during the
    Participant's lifetime. Such designation may be revoked or modified by the
    Participant from time to time by an instrument in writing in a form
    acceptable to the Board of Directors, executed by the Participant and
    delivered to the Board of Directors in care of the Secretary of the Company

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   during the Participant's lifetime. If no such designation is delivered to
   the Board of Directors, or if no such designated beneficiary is then living,
   the annual award shall be paid to the surviving spouse of the Participant,
   or in the event there is no such surviving spouse, to the estate of the
   Participant.

13. Withholding Payroll Taxes. To the extent required by the laws in effect at
    the time payments are made or earned, the Company shall withhold from the
    annual cash, stock or deferred award made hereunder an amount necessary to
    satisfy any taxes required to be withheld for federal, state, or local
    governmental purposes.

14. Change in Control.

   a. Application. Notwithstanding any other provision of the Plan, the
   provisions of this Section 14 shall apply on and after the date that a
   Change in Control (as defined in Section 14.d.1.) occurs. Any award payable
   to a Participant pursuant to this Section 14 for a Plan Year shall be in
   lieu of any award otherwise payable under the Plan.

   b. Determination of Awards. Upon the occurrence of a Change in Control, each
   Participant shall be eligible to receive an award (a "Change in Control
   Award") equal to an amount calculated by multiplying (i) the bonus award
   percentage obtained by taking (a) the financial performance of the Company
   or Profit Center, as the case may be, from the start of the applicable
   fiscal year to the date of the Change in Control (or, in the case of the
   date of the Change in Control not being as of a month end, to the end of the
   month immediately preceding the date of the Change in Control) and comparing
   it to the performance during the same period in the preceding fiscal year
   and assuming such financial performance (increases or decreases in sales and
   pre-tax earnings or other relevant measurements) has been achieved for the
   full fiscal year plus (b) the achievement of 100% of the Participant's
   Individual Business Objectives, if any, for such Plan Year by (ii) the Base
   Salary of the Participant up to and including the date of the Change in
   Control. The amount of any such Change in Control Award shall not be subject
   to revision or adjustment.

   c. Payment of Awards.

       1. Payment. Notwithstanding anything in this Plan to the contrary, each
       Participant (or Beneficiary thereof) shall be paid the Change in Control
       Award, determined pursuant to Section 14.b., no later than 30 days after
       the date of the occurrence of the Change in Control (the "Payment
       Date"), in the form of a single lump sum cash payment. Such award shall
       not be subject to forfeiture for any reason.

       2. Interest on Late Payment. If any amount to be paid to a Participant
       (or Beneficiary thereof) pursuant to Section 14.c.1. is not paid in full
       by 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

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       Beneficiary thereof) pursuant to this Section 14.c.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) under the Plan 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 14.c.1.

   d. Definitions.

       1. The term "Change in Control" means:

          A. The occurrence of any one or more of the following events:

              (i) 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 14.d.2.); provided, however,
              that a Change in Control shall not result from an acquisition of
              Company Voting Securities:

                 (a) directly from the Company, except as otherwise provided in
                 Section 14.d.1.B(i);

                 (b) by the Company, except as otherwise provided in Section
                 14.d.1.B(ii);

                 (c) by an Exempt Person;

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

                 (e) 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 (a) and (b) of Section

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                 14.d.1.A(iii) shall be satisfied.

              (ii) The cessation for any reason of the members of the Incumbent
              Board (as such term is defined below) to constitute at least a
              majority of the Board of Directors.

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

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

                 (b) 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.

              (iv) 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:

                 (a) 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

                 (b) 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.

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

          B. Notwithstanding the provisions of Section 14.d.1.A(i):

              (i) no acquisition of Company Voting Securities shall be subject
              to the exception from the definition of Change in Control
              contained in clause (a) of Section 14.d.1.A(i) 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

              (ii) for purposes of clause (b) of Section 14.d.1.A(i), 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 any
              additional Outstanding Company Voting Securities and such
              beneficial ownership is publicly announced, such additional
              beneficial ownership shall constitute a Change in Control.

       2. The term "Exempt Person" (and collectively, the "Exempt Persons")
       means:

          A. Leonard H. Lavin or Bernice E. Lavin;

          B. any descendant of Leonard H. Lavin and Bernice E. Lavin or the
          spouse of any such descendant;

          C. the estate of any of the persons described in Section 14.d.2.A. or
          B.;

          D. any trust or similar arrangement for the benefit of any person
          described in Section 14.d.2.A. or B.; or

          E. the Lavin Family Foundation or any other charitable organization
          established by any person described in Section 14.d.2.A. or B.

       3. The term "Incumbent Board" means those individuals who, as of October
       24, 2002, constitute the Board of Directors, provided that:

          A. any individual who becomes a director of the Company subsequent to
          such

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          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

          B. 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.

15. No Employment Rights. Nothing in this MIP shall interfere with or limit in
    any way the right of the Company to terminate any Participant's employment
    at any time for any reason, or confer upon any Participant any right to
    continue in the employ of the Company or its Subsidiaries.

16. Non-Assignability. Except as provided herein upon the death of a
    Participant, no right or interest of a Participant in any annual award
    shall be (a) assignable or transferable in whole or in part, either
    directly or by operation of law or otherwise; (b) subject to any obligation
    or liability of any person; or (c) subject to seizure or assignment or
    transfer through execution, levy, garnishment, attachment, pledge,
    bankruptcy, or in any other manner.

17. Stockholder Adoption. The MIP was approved and adopted at the annual
    meeting of stockholders held on January 26, 1995 and re-approved at the
    annual meeting of stockholders held on January 28, 1999. Unless otherwise
    determined by the Board of Directors, the MIP shall be submitted to
    stockholders for re-approval no less often than every five years.

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