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                                                                 Exhibit 10 (b)
                            ALBERTO-CULVER COMPANY
                      EMPLOYEE STOCK OPTION PLAN OF 1988

                     (as amended through October 24, 2002)

1. Purpose of ACSOP

   The Alberto-Culver Company Employee Stock Option Plan of 1988 (hereinafter
called the "ACSOP") is intended to encourage ownership of the Class A common
stock of Alberto-Culver Company (the "Company") by eligible key employees of
the Company and its subsidiaries and to provide incentives for them to make
maximum efforts for the success of the business. Options granted under the
ACSOP will be non-qualified options (not incentive options as defined in
Section 422 of the Internal Revenue Code of 1986 and the rules and regulations
promulgated thereunder (the "Code")).

2. Eligibility

   Key employees of the Company and its subsidiaries who perform services which
contribute materially to the management, operation and development of the
business ("Optionees") will be eligible to receive options under the ACSOP. At
their request, Mr. Leonard H. Lavin and Mrs. Bernice E. Lavin are ineligible to
receive options under the ACSOP.

3. Administration

   The Compensation Committee of the Board of Directors of the Company (the
"Committee") shall have full power and authority, subject to the express
provisions of the ACSOP, to determine the purchase price of the stock covered
by each option, the Optionees to whom and the time or times at which options
shall be granted, the terms and conditions of the options, including the terms
of payment thereof, and the number of shares of stock to be covered by each
option. The Committee shall have full power to construe, administer and
interpret the ACSOP, and full power to adopt such rules and regulations as the
Committee may deem desirable to administer the ACSOP. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the ACSOP or any option thereunder. The determination of the
Committee as to any disputed question arising under the ACSOP, including
questions of construction and interpretation, shall be final, conclusive and
binding.

   The Committee may, in its discretion, delegate to a committee of member(s)
of the Committee its authority with respect to such matters under the ACSOP and
options granted under the ACSOP as the Committee may specify.

   The Committee shall be comprised solely of members each of whom shall be an
"outside director" within the meaning of Section 162(m) of the Code, and 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"),
provided, however, that if any member of the Committee is not (i) an "outside
director" within the meaning of Section 162(m) of the Code or (ii) a
"non-employee director" within the meaning of 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 ACSOP involving
"officers"

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within the meaning of Rule 16a-1(f) under Section 16, and "covered employees"
within the meaning of Section 162(m) of the Code for the plan year at issue.

4. Number of Shares of Stock to be Offered

   The Committee may authorize from time to time the issuance pursuant to the
ACSOP of shares not to exceed 15,400,000 of the Company's Class A common stock
in the aggregate, subject to adjustment under paragraph 10 hereof. Such shares
of Class A common stock which may be issued pursuant to options granted under
the ACSOP may be authorized and unissued shares or issued and reacquired shares
as the Committee from time to time may determine. If any option granted under
the ACSOP shall terminate or be surrendered or expire unexercised in whole or
in part, the shares of stock so released from such option may be made the
subject of additional options granted under the ACSOP. In addition, any shares
of Class A common stock withheld to pay, in whole or in part, the amount
required to be withheld under applicable tax laws in accordance with paragraph
7(d) hereof, may be made the subject of additional options granted under the
ACSOP. In the event the stockholders of the Company approve the Alberto-Culver
Company Employee Stock Option Plan of 2003 (the "2003 Employee Plan") at the
Annual Meeting of Stockholders to be held on January 23, 2003, or any
adjournment thereof (the "2003 Annual Meeting"), no more stock options shall be
granted hereunder. In the event stockholders do not approve the 2003 Employee
Plan at the 2003 Annual Meeting, stock option grants may continue under this
Plan.

5. Option Price

   The purchase price under each option granted pursuant to the ACSOP shall be
determined by the Committee but shall not be less than the Fair Market Value
(as defined below) of the Company's Class A common stock at the time the option
is granted. For purposes of the ACSOP, "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. Grant of Options

   The Committee may not grant to any individual Optionee in any fiscal year an
option or options with respect to more than 400,000 shares of Class A common
stock.

7. Term and Exercise of Options

   (a) Each option granted shall provide that it is not exercisable after the
expiration of ten (10) years from the date the option is granted, or such
shorter period as the Committee determines, and each option shall be subject to
the following limitations upon its exercise:

   (i) Except as otherwise provided in paragraph 11(a) hereof, no option may be
       exercised until the day preceding the anniversary date of the grant of
       the option.

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  (ii) Except as otherwise provided in paragraph 11(a) hereof, on the day
       preceding the anniversary date of the grant of the option in each of the
       four calendar years immediately following the year of the grant of the
       option, the right to purchase twenty-five percent (25%) of the total
       number of shares of stock specified in the option shall accrue to the
       Optionee. Subject to paragraph 8 hereof, each such right to purchase
       such twenty-five percent (25%) may be exercised, in whole or in part, at
       any time after such right accrues and prior to the expiration of the
       term of the option.

   (b) Notwithstanding the foregoing or paragraph 8 hereof, the Committee may
in its discretion (i) specifically provide at the date of grant for another
time or times of exercise; (ii) at any time prior to the expiration or
termination of any option previously granted, accelerate the exercisability of
any option subject to such terms and conditions as the Committee deems
necessary or appropriate to effectuate the purpose of the ACSOP including,
without limitation, a requirement that the Optionee grant to the Company an
option to repurchase all or a portion of the number of shares acquired upon
exercise of the accelerated option for their Fair Market Value on the date of
grant; or (iii) at any time prior to the expiration or termination of any
option previously granted, extend the term of any option (including such
options held by officers or directors) for such additional period as the
Committee, in its discretion, shall determine. In no event, however, shall the
aggregate option period with respect to any option, including the original term
of the option and any extensions thereof, exceed ten years.

   (c) An option may be exercised (subject to the receipt of payment) by giving
written notice to the Secretary of the Company specifying the number of shares
to be purchased. The full purchase price for such shares may be paid (i) in
cash, (ii) by check, (iii) by delivery of previously owned shares of Class A
common stock, (iv) by delivery of previously owned shares of Class B 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 stock
options under any option plan of the Company or the vesting of shares
restricted under any restricted stock plan of the Company or the Management
Bonus Plan during the six months immediately preceding the exercise date.
Payment must be received by the Secretary of the Company before any exercise is
consummated. For purposes of the delivery of previously owned shares of Class A
common stock and/or Class B common stock, the per share value of such shares
shall be the Fair Market Value on the date of exercise.

   (d) At any time when an Optionee is required to pay to the Company an amount
required to be withheld under applicable tax laws in connection with the
exercise of an option (calculated by taking the minimum statutory withholding
rates for federal, state and local tax purposes including payroll taxes,
applicable to the income generated by the Optionee by such exercise), the
Optionee may satisfy this obligation (i) in cash, (ii) by check, (iii) by
delivery of previously owned shares of Class A common stock, (iv) by delivery
of previously owned shares of Class B common stock, (v) by making an election
to have the Company withhold shares of Class A common stock, or (vi) by a
combination of these methods of payment, in each case having a value equal to
the amount required to be withheld. The Optionee must specify the method of
satisfying this obligation on or before the date of exercise. The value of the
shares to be withheld or delivered shall be based on the Fair Market Value of
the Class A common stock and/or Class B common stock on the date of exercise.

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8. Continuity of Employment

   (a) Each option shall be subject to the following in addition to the
restrictions set forth in paragraphs 6 and 7 hereof:

   (i) If an Optionee dies without having fully exercised his or her option,
       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
       such option) to exercise such option in whole or in part but only to the
       extent that the Optionee could have exercised it at the date of his or
       her death.

  (ii) If an Optionee's termination of employment is due to retirement or
       disability, the Optionee's option shall terminate three (3) months after
       his or her termination of employment (but not after the expiration of
       the term of such option) and may be exercised only to the extent that
       such Optionee could have exercised it at the date of his or her
       termination of employment. For purposes of the ACSOP, (i) "retirement"
       shall have the meaning provided in the Company's Employees' Profit
       Sharing Plan or, in the absence of such a definition, termination of
       employment that occurs on or after the first day of the month following
       the month in which the Optionee attains his or her 65th birthday and
       (ii) "disability" shall have the meaning provided in the Company's
       applicable long-term disability plan and such disability continues for
       more than three months or, in the absence of such a definition, when an
       Optionee becomes totally disabled as determined by a physician mutually
       acceptable to the Optionee 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 Optionee.

 (iii) If an Optionee's termination of employment is for any reason other than
       death, retirement or physical disability, the Optionee's option shall
       terminate upon said termination of employment; provided, however, that
       if such termination of employment occurs following a Change in Control
       (as such term is defined in paragraph 11(b) hereof), the Optionee's
       option shall terminate three (3) months after his or her termination of
       employment (but not after the expiration of the term of such option) and
       may be exercised to the extent that such Optionee could have exercised
       it at the date of his or her termination of employment.

   (b) Nothing contained in the ACSOP or any option granted pursuant to the
ACSOP shall confer upon any Optionee any right to be continued in the
employment of the Company or any subsidiary or shall prevent the Company or any
subsidiary from terminating an Optionee's employment at any time, with or
without cause. The determination by the Committee of whether an authorized
leave of absence constitutes a termination of employment shall be final,
conclusive and binding.

9. Non-Transferability of Options

   An option granted under the ACSOP shall not be assignable or transferable by
an Optionee

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otherwise than by will or the laws of descent and distribution, and an option
shall be exercisable during the lifetime of the Optionee only by him or her. An
option transferred by will or the laws of descent and distribution may only be
exercised by the legatee or distributee during the one year period following
the Optionee's death and may only be exercised to the extent it was exercisable
by the Optionee prior to his or her death.

   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 may be granted to an Optionee in any
fiscal year under the ACSOP may be adjusted, as may be determined to be
equitable in the sole and absolute discretion of the Committee, in the event
there is any change in the outstanding Class A common stock, or any event that
could cause a change in the outstanding Class A common stock, including,
without limitation, by reason of a stock dividend, recapitalization,
reclassification, issuance of Class A common stock, issuance of rights to
purchase Class A common stock, issuance of securities convertible into or
exchangeable for Class A 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 Committee'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 ACSOP, 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 ACSOP, in the event of a Change
   in Control in connection with which the holders of shares of the Company's
   Class A common stock receive shares of common stock that are registered
   under Section 12 of 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 A common stock available under the ACSOP,
   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 A 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 Committee or the committee to which authority
   has been delegated pursuant to paragraph 3 hereof, such adjustments to be
   made without an increase in the aggregate purchase price.

      (3) Notwithstanding any provision in the ACSOP, in the event of a Change
   in Control in connection with which the holders of the Company's Class A
   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 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

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   number of shares of the Company's Class A 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 A common stock on the date of
   occurrence of the Change in Control over (ii) the purchase price per share
   of the Company's Class A 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.

          (B) The cessation for any reason of the members of the

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       Incumbent Board (as such term is defined in paragraph 11(d)) to
       constitute at least a majority of the Board of Directors of the Company
       (hereinafter called the "Board").

          (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 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 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, 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 or the Exempt Persons shall be
   deemed to have been a member of the Incumbent Board.

12. Amendment and Discontinuance

   The Committee or the Board, without further approval of the stockholders,
may, at any time and from time to time, suspend or discontinue the ACSOP in
whole or in part or amend the ACSOP in such respects as the Committee or the
Board may deem proper and in the best interests of the Company or as may be
advisable, provided, however, that no suspension or amendment shall be made
which would:

   (i) Adversely affect or impair any option previously granted under the ACSOP
       without the consent of the Optionee, or

  (ii) Except as specified in paragraph 10, increase the total number of shares
       for which options may be granted under the ACSOP or decrease the minimum
       price at which options may be granted under the ACSOP.

   In the event the stockholders of the Company approve the 2003 Employee Plan
at the 2003 Annual Meeting, neither the Committee or the Board may amend this
ACSOP to allow for the grant of stock options under this ACSOP after the date
of the 2003 Annual Meeting without the approval of stockholders.

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