Exhibit 10(c)

                   1994 SHAREHOLDER VALUE INCENTIVE PLAN
                          ALBERTO-CULVER COMPANY

                  (as amended through October 24, 1996)

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
corporate management and growth with additional  incentives through the grant of
awards  based upon  Total  Shareholder  Return as  defined  in  Section  1.2(i),
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  Alberto-Culver  Company,  consisting of at least
              two outside  directors,  as that term is defined in Section 162(m)
              of the Internal Revenue Code of 1986 and the rules and regulations
              thereunder.

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

     (d)      "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.

     (e)      "Exempt Person" and "Exempt Persons" shall have the meaning 
              assigned to such terms in Section
              3.8(c).

     (f)     "Incumbent Board" shall have the meaning assigned to such term in
              Section 3.8(d).

     (g)     "Participant" shall have the meaning assigned to it in
              Section 1.4.

     (h)     "Performance  Period"  shall  mean any  three  consecutive
              fiscal years as set forth in the Participant's Performance
              Unit Agreement.

     (i)     "Performance Unit" shall have the meaning assigned to it in
              Section 2.1(a).

     (j)     "Performance Unit Agreement" shall have the meaning 
              assigned to it in Section 2.1(b).

     (k)     "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.

     (l)     "Total Shareholder  Return" or "TSR" means the percentage by which
              the ending per share price of the 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  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).



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<PAGE>



     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.

     1.4  Eligible Participants

     Key  salaried  employees  of the  Company  and its  subsidiaries  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 $2.5 million per fiscal year of the Company.


                               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 value determined by the Committee at the
     time of the grant.  Initially each  Performance Unit shall have a value set
     at  $1,000.  Each  Participant  shall be  eligible  to receive a cash award
     payable  following the end of a Performance  Period, or earlier pursuant to
     Section 3.8(a) in the event of a Change in Control,  if the Common Stock of
     the Company 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 Common Stock
     of the Company  measured by Total  Shareholder  Return among the  companies
     comprising  the  Standard  & Poor's  500  ("S&P  500").  In  addition,  the
     Committee  shall establish a matrix to determine the cash 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").

(c)  No cash award will be payable if the  Company's  TSR as a percentile  among
     the S&P 500  companies  is less than the 50th  percentile,  and the maximum
     cash  award  payable  is 300% of the  target  cash  award.  If the TSR as a
     percentile  among the S&P 500  companies is not  specifically  shown in the
     matrix  established by the Committee and set forth in the Performance  Unit
     Agreement, the Committee shall interpolate 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 Common Stock of the Company
     will be  ranked  based on Total  Shareholder  Return  among  the  companies
     comprising the S&P 500. 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 cash  award  may be paid  under  this  SVIP  until  the
     Committee has made such certification.

     2.2  Payment

     Cash 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.

     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
     shall be determined by  multiplying  (1) 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

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<PAGE>



     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  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 of cash 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 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.



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<PAGE>



     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 shall  become  effective as of October 1, 1994 subject to approval
by stockholders.  The Committee 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, in the event of a
              Change in Control,  all Performance Units awarded prior to October
              24, 1996 shall become fully payable 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 S&P 500
              companies  as of the last  quarterly  period  for  which  such TSR
              information is available.

     (2)      Notwithstanding anything herein to the contrary, in the event of a
              Change in Control, all Performance Units awarded after October 24,
              1996  shall  become  payable  in  accordance  with  the  following
              sentence of this Section  3.8(a)(2) 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 S&P 500
              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)(2) 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 the  total  number  of  full  fiscal  years  in such
              Performance Period. For purposes of the preceding sentence of this
              Section  3.8(a)(2),  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.

     (3)      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)(3) 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)(3)  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) or (2).
<PAGE>

     (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:

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     (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)   Approval  by  the  stockholders  of  the  Company  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)   Approval by the stockholders of the Company 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

                                - 25 -



            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 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,
              1996, 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  election
                   contest,  as such terms are used in Rule 14a-11 of Regulation
                   14A  promulgated  under the Exchange Act, 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.  The SVIP shall be submitted to stockholders of
the  Company  for  their   approval  and  adoption  at  the  annual  meeting  of
stockholders  to be held January 26, 1995, or any adjournment  thereof.  No cash
award shall be payable  hereunder unless and until the SVIP has been so approved
and adopted.  Thereafter,  the SVIP shall be resubmitted to the stockholders for
approval and adoption every five years.




249485.03


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