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                             ALBERTO-CULVER COMPANY

                             2003 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

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     1. Purpose. The principal purpose of the 2003 Stock Option Plan for
Non-Employee Directors (the "Director Plan") is to benefit Alberto-Culver
Company (the "Company") and its subsidiaries by offering its non-employee
directors an opportunity to become holders of the Company's Class B common
stock, par value $.22 per share, in order to enable them to represent the
viewpoint of other stockholders of the Company more effectively and to encourage
them to continue serving as directors of the Company.

     2. Administration. The Director Plan shall be administered by the Board of
Directors, whose interpretation of the terms and provisions of the Director Plan
shall be final, conclusive and binding. No member of the Board of Directors
shall be liable for any action or determination made in good faith with respect
to the Director Plan or any option thereunder.

     3. Eligibility. Options shall be granted under this Director Plan only to
members of the Board of Directors who are not officers or employees of the
Company or any of its subsidiaries.

     4. Granting of Options.

          (a) An option to purchase 7,500 shares of Class B common stock from
the Company shall be automatically granted by the Board of Directors, without
further action required, to each director of the Company upon his or her initial
election or appointment as a director of the Company ("Initial Grant"); provided
such director is eligible at that time under the terms of paragraph 3 of this
Director Plan. No person may be granted more than one option pursuant to this
paragraph 4(a) of this Director Plan.

          (b) An option to purchase 2,500 shares of Class B common stock from
the Company shall be automatically granted by the Board of Directors, without
further action required, at every Annual Meeting of the Stockholders of the
Company commencing on the Annual Meeting of the Stockholders of the Company
scheduled to occur in January, 2003, to each director of the Company
("Subsequent Grant"); provided such director is eligible at that time under the
terms of paragraph 3 of this Director Plan. No director who has received an
Initial Grant (whether under this Director Plan or the 1994 Stock Option Plan
for Non-Employee Directors) shall be entitled to receive a Subsequent Grant
during the same fiscal year of the Company.

          (c) An aggregate of 150,000 shares of Class B common stock shall be
available under this Director Plan. Such number of shares, and the number of
shares subject to options outstanding under this Director Plan, shall be subject
in all cases to adjustment as provided in paragraph 10. Shares subject to
options may be made available from unissued or treasury shares of stock. If any
option granted under the Director Plan shall terminate or be surrendered or
expire unexercised, in whole or in part, the shares so released from such option
may be made the subject of additional options granted under the Director Plan.

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          (d) Nothing contained in this Director Plan or in any option granted
pursuant hereto shall confer upon any optionee any right to continue serving as
a director of the Company or interfere in any way with any right of the Board of
Directors or stockholders of the Company to remove such director pursuant to the
certificate of incorporation or by-laws of the Company or applicable law.

     5. Option Price. Subject to adjustment under paragraph 10, the option price
shall be the Fair Market Value (as defined below) of the Company's Class B
common stock on the date the option is granted. For purposes of the Director
Plan, "Fair Market Value" shall mean the average of the high and low transaction
prices of a share of Class A common stock or Class B common stock of the Company
(the "Class B common stock"), as the case may be, as reported in the New York
Stock Exchange Composite Transactions on the date as of which such value is
being determined or, if there shall be no reported transactions for such date,
on the next preceding date for which transactions were reported.

     6. Duration of Options, Increments and Extensions. Subject to the
provisions of paragraph 8, each option shall be for a term of ten (10) years.
Subject to the provisions of paragraph 11, each option shall become exercisable
with respect to 25% of the total number of shares on the day preceding the one
(1) year anniversary of the date of grant and with respect to an additional 25%
at the end of each twelve-month period thereafter during the succeeding three
years.

     7. Exercise of Option. An option may be exercised by giving written notice
to the Company, attention of the Secretary, specifying the number of shares of
Class B common stock to be purchased, accompanied by the full purchase price for
such number of shares, (i) in cash, (ii) by check, (iii) by delivery of
previously owned shares of Class B common stock, (iv) by delivery of previously
owned shares of Class A common stock or (v) by a combination of these methods of
payment. However, under no circumstances may any optionee deliver previously
owned shares of Class A common stock or Class B common stock obtained from the
exercise of options under any stock option plan of the Company during the six
months immediately preceding the exercise date. The per share value of the Class
A common stock and/or Class B common stock delivered in payment of the option
price shall be the Fair Market Value of the Class A common stock and/or Class B
common stock on the date of exercise.

     8. Termination - Exercise Thereafter.

          (a) If an optionee dies without having fully exercised his or her
options, the executors or administrators of his or her estate or legatees or
distributees shall have the right during the one (1) year period following his
or her death (but not after the expiration of the term of any such options) to
exercise such options in whole or in part but only to the extent that the
optionee could have exercised each such option at the date of his or her death.

          (b) If any optionee resigns from the Board of Directors due to
disability or retirement, the optionee's options shall terminate one (1) year
after his or her resignation (but not after the expiration of the term of any
such option) and may be exercised only to the extent that such optionee could
have exercised each such option at the date of his or her resignation.

          (c) If the optionee's termination from service on the Board of
Directors is for any reason other than death, disability or retirement, the
optionee's options shall terminate upon said termination;

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provided, however, that if such termination occurs following a Change in Control
(as such term is defined in paragraph 11(b) hereof), the optionee's options
shall terminate three (3) months after his or her termination (but not after the
expiration of the term of any such option) and may be exercised to the extent
that such optionee could have exercised each such option at the date of his or
her termination.

     9. Non-Transferability of Options. No option shall be transferable by the
optionee otherwise than by will or the laws of descent and distribution, and
each option shall be exercisable during an optionee's lifetime only by the
optionee.

     10. Adjustment upon Change in Stock. Each option, the number and kind of
shares subject to future options and the number of shares subject to options
that shall be automatically granted by the Board of Directors under the Director
Plan may be adjusted, as may be determined to be equitable in the sole and
absolute discretion of the Board of Directors, in the event there is any change
in the outstanding Class B common stock, or any event that could cause a change
in the outstanding Class B common stock, including, without limitation, by
reason of a stock dividend, recapitalization, reclassification, issuance of
Class B common stock, issuance of rights to purchase Class B common stock,
issuance of securities convertible into or exchangeable for Class B common
stock, merger, consolidation, stock split, reverse stock split, spin-off,
combination, exchange or conversion of shares, or any other similar type of
event. The Board of Director's determination of any adjustment pursuant to this
paragraph 10 shall be final, conclusive and binding.

     11. Change in Control

     (a) (1) Notwithstanding any provision of the Director Plan, in the event of
     a Change in Control, all outstanding options shall immediately be
     exercisable in full and shall be subject to the provisions of paragraph
     11(a)(2) or 11(a)(3), to the extent that either such paragraph is
     applicable.

          (2) Notwithstanding any provision of the Director Plan, in the event
     of a Change in Control in connection with which the holders of shares of
     the Company's Class B common stock receive shares of common stock that are
     registered under Section 12 of the Securities Exchange Act of 1934 (the
     "Exchange Act"), all outstanding options shall immediately be exercisable
     in full and there shall be substituted for each share of the Company's
     Class B common stock available under the Director Plan, whether or not then
     subject to an outstanding option, the number and class of shares into which
     each outstanding share of the Company's Class B common stock shall be
     converted pursuant to such Change in Control. In the event of any such
     substitution, the purchase price per share of each option shall be
     appropriately adjusted by the Board of Directors, such adjustments to be
     made without an increase in the aggregate purchase price.

          (3) Notwithstanding any provision in the Director Plan, in the event
     of a Change in Control in connection with which the holders of the
     Company's Class B common stock receive consideration other than shares of
     common stock that are registered under Section 12 of the Exchange Act, each
     outstanding option shall be surrendered to the Company by the holder
     thereof, and each such option shall immediately be cancelled by

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     the Company, and the holder shall receive, within ten (10) days of the
     occurrence of such Change in Control, a cash payment from the Company in an
     amount equal to the number of shares of the Company's Class B common stock
     then subject to such option, multiplied by the excess, if any, of (i) the
     greater of (A) the highest per share price offered to stockholders of the
     Company in any transaction whereby the Change in Control takes place or (B)
     the Fair Market Value of a share of the Company's Class B common stock on
     the date of occurrence of the Change in Control over (ii) the purchase
     price per share of the Company's Class B common stock subject to the
     option. The Company may, but is not required to, cooperate with any person
     who is subject to Section 16 of the Exchange Act to assure that any cash
     payment in accordance with the foregoing to such person is made in
     compliance with Section 16 of the Exchange Act and the rules and
     regulations thereunder providing for an exemption from Section 16(b) of the
     Exchange Act.

     (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 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 paragraph 11(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 paragraph 11(b)(2)(A);

                    (ii) by the Company, except as otherwise provided in
               paragraph 11(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 paragraph
               11(b)(1)(C) shall be satisfied.

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               (B) The cessation for any reason of the members of the Incumbent
          Board (as such term is defined in paragraph 11(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
               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

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          complete liquidation or dissolution of the Company.

          (2) Notwithstanding the provisions of paragraph 11(b)(1):

               (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 paragraph 11(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 paragraph 11(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 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 paragraph 11(c)(1)
     or (2);

          (4) any trust or similar arrangement for the benefit of any person
     described in paragraph 11(c)(1) or (2); or

          (5) the Lavin Family Foundation or any other charitable organization
     established by any person described in paragraph 11(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

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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

          (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.

     12. Amendment of Director Plan. The Board of Directors may amend or
discontinue this Director Plan at any time; provided, however, that no such
amendment or discontinuance shall, without the approval of the stockholders
except as provided in paragraph 10, (i) increase the total number of shares for
which options may be granted to eligible directors pursuant to this Director
Plan or (ii) change the purchase price. In addition, no amendment or
discontinuance of the Director Plan shall adversely affect or impair any option
previously granted, without the consent of the optionee.

     13. Effective Date. The Director Plan shall be submitted to the
stockholders of the Company for their approval at the Annual Meeting of the
Stockholders to be held on January 23, 2003, or any adjournment thereof, and
shall be effective upon receiving such approval.

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