Exhibit 10(f)

                            SEVERANCE AGREEMENT


              THIS  AGREEMENT  is  entered  into as of  __________,  1996 by and
between Alberto-Culver Company, a Delaware corporation, and _______________ (the
"Executive").

              WHEREAS,  the Executive  currently serves as a key employee of the
Company (as defined in Section 1) and his services and knowledge are valuable to
the Company in  connection  with the  management of one or more of the Company's
principal operating facilities, divisions, departments or subsidiaries; and

              WHEREAS,  the Board (as defined in Section 1) has determined  that
it is in the best  interests of the Company and its  stockholders  to secure the
Executive's   continued  services  and  to  ensure  the  Executive's   continued
dedication  and  objectivity  in the event of any  threat or  occurrence  of, or
negotiation or other action that could lead to, or create the  possibility of, a
Change in Control (as defined in Section 1) of the Company,  without  concern as
to  whether  the   Executive   might  be  hindered  or  distracted  by  personal
uncertainties  and risks created by any such possible Change in Control,  and to
encourage the  Executive's  full  attention and  dedication to the Company,  the
Board has authorized the Company to enter into this Agreement.

              NOW,  THEREFORE,  for and in consideration of the premises and the
mutual covenants and agreements herein contained,  the Company and the Executive
hereby agree as follows:

              1.   Definitions.  As used in this Agreement, the following terms
 shall have the respective meanings set forth below:

              (a)  "Board" means the Board of Directors of the Company.

              (b) "Cause means (1) a material  breach by the  Executive of those
duties and responsibilities of the Executive which do not differ in any material
respect  from the  duties  and  responsibilities  of the  Executive  during  the
six-month  period  immediately  prior to a Change in  Control  (other  than as a
result of incapacity due to physical or mental  illness)  which is  demonstrably
willful and deliberate on the Executive's  part, which is committed in bad faith
or without  reasonable  belief that such breach is in the best  interests of the
Company and which is not remedied in a reasonable  period of time after  receipt
of written notice from the Company  specifying such breach or (2) the commission
by the Executive of a felony involving moral turpitude.

              (c)  "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 1(f)); provided, however, that a Change in Control shall
     not result from an acquisition of Company Voting Securities:

                   (i)  directly from the Company, except as otherwise provided
                        in Section 1(c)(2)(A);

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

                   (iii)  by an Exempt Person;


                                         -38-

<PAGE>



               (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  1(c)(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  1(h)) to  constitute  at least a
     majority of the Board.

              (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 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
              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 1(c)(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  1(c)(1)(A) if such acquisition
              results from the exercise of an exercise,  conversion  or exchange
              privilege  unless the security  being so  exercised,  converted or
              exchanged was acquired directly from the Company; and

                   (B) for purposes of clause (ii) of Section 1(c)(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

                                        -39-






              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.

              (d)"Company" means Alberto-Culver Company, a Delaware corporation.

              (e "Date of  Termination"  means (1) the effective  date on which
the  Executive's  employment  by the Company  terminates as specified in a prior
written  notice  by the  Company  or the  Executive,  as the case may be, to the
other,  delivered pursuant to Section 11 or (2) if the Executive's employment by
the Company terminates by reason of death, the date of death of the Executive.

              (f)"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 1(f)(1)
                 or (2);

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

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

              (g) "Good Reason" means,  without the Executive's  express written
consent,  the  occurrence  of any of the  following  events  after a  Change  in
Control:

              (1) any of (i)  the  assignment  to the  Executive  of any  duties
inconsistent in any material respect with the Executive's  position(s),  duties,
responsibilities  or status with the Company immediately prior to such Change in
Control, (ii) a change in the Executive's reporting responsibilities,  titles or
offices  with the  Company  as in  effect  immediately  prior to such  Change in
Control or (iii) any removal or  involuntary  termination  of the Executive from
the Company  otherwise  than as  expressly  permitted  by this  Agreement or any
failure to reelect the  Executive to any  position  with the Company held by the
Executive immediately prior to such Change in Control;

              (2) a reduction by the Company in the  Executive's  rate of annual
base salary as in effect  immediately  prior to such Change in Control or as the
same may be increased from time to time thereafter or the failure by the Company
to  increase  such rate of base salary each year after such Change in Control by
an  amount  which at least  equals,  on a  percentage  basis,  the mean  average
percentage  increase in the rate of base salary for the Executive during the two
full fiscal years of the Company immediately preceding such Change in Control;

              (3) any requirement of the Company that the Executive (i) be based
anywhere  other than at the facility  where the Executive is located at the time
of the  Change in  Control  or (ii)  travel  on  Company  business  to an extent
substantially  more  burdensome  than the travel  obligations  of the  Executive
immediately prior to such Change in Control;

              (4) the  failure  of the  Company  to (i)  continue  in effect any
employee   benefit  plan  or  compensation   plan  in  which  the  Executive  is
participating  immediately prior to such Change in Control, unless the Executive
is  permitted  to  participate  in other  plans  providing  the  Executive  with
substantially  comparable  benefits,  or the taking of any action by the Company
which would  adversely  affect the  Executive's  participation  in or materially
reduce the Executive's  benefits under any such plan, (ii) provide the Executive
and the Executive's dependents welfare benefits (including,  without limitation,
medical,  prescription,  dental, disability, salary continuance,  employee life,
group life,  accidental death and travel accident  insurance plans and programs)
in accordance with the most favorable

                                   -40-


<PAGE>



plans,  practices,  programs  and  policies of the  Company  and its  affiliated
companies  in  effect  for the  Executive  immediately  prior to such  Change in
Control or, if more  favorable to the Executive,  as in effect  generally at any
time  thereafter  with respect to other peer  executives  of the Company and its
affiliated companies,  (iii) provide fringe benefits in accordance with the most
favorable  plans,  practices,  programs  and  policies  of the  Company  and its
affiliated  companies  in effect  for the  Executive  immediately  prior to such
Change in Control or, if more favorable to the Executive, as in effect generally
at any time  thereafter with respect to other peer executives of the Company and
its affiliated  companies,  (iv) provide an office or offices of a size and with
furnishings and other appointments, together with exclusive personal secretarial
and other  assistance,  at least equal to the most  favorable  of the  foregoing
provided  to  the  Executive  by  the  Company  and  its  affiliated   companies
immediately  prior to such  Change  in  Control  or,  if more  favorable  to the
Executive,  as provided  generally at any time  thereafter with respect to other
peer  executives of the Company and its  affiliated  companies,  (v) provide the
Executive  with paid  vacation  in  accordance  with the most  favorable  plans,
policies,  programs and practices of the Company and its affiliated companies as
in effect for the Executive  immediately  prior to such Change in Control or, if
more favorable to the Executive,  as in effect  generally at any time thereafter
with  respect  to  other  peer  executives  of the  Company  and its  affiliated
companies,   or  (vi)  reimburse  the  Executive  promptly  for  all  reasonable
employment  expenses  incurred  by the  Executive  in  accordance  with the most
favorable  policies,  practices and procedures of the Company and its affiliated
companies  in  effect  for the  Executive  immediately  prior to such  Change in
Control or, if more  favorable to the Executive,  as in effect  generally at any
time  thereafter  with respect to other peer  executives  of the Company and its
affiliated companies; or

              (5)  the failure of the Company to obtain the assumption agreement
 from any successor as contemplated in Section 10(b).

              For purposes of this Agreement,  any good faith  determination  of
Good Reason made by the Executive shall be conclusive;  provided,  however, that
an isolated,  insubstantial and inadvertent action taken in good faith and which
is remedied by the Company promptly after receipt of notice thereof given by the
Executive shall not constitute Good Reason.

              (h) "Incumbent  Board" means those  individuals who, as of October
24, 1996, constitute the Board, 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 or the Exempt  Persons shall be deemed
to have been a member of the Incumbent Board.

              (i)  "Nonqualifying   Termination"  means  a  termination  of  the
Executive's  employment  (1) by the Company for Cause,  (2) by the Executive for
any reason other than a Good Reason, (3) as a result of the Executive's death or
(4) by the  Company  due to the  Executive's  absence  from his duties  with the
Company on a full-time  basis for at least 180  consecutive  days as a result of
the Executive's incapacity due to physical or mental illness.

              (j) "Termination Period" means the period of time beginning with a
Change in Control and ending on the earlier to occur of (1) two years  following
such Change in Control or (2) the Executive's death.

              2. Obligations of the Executive.  The Executive agrees that in the
event of a Change in Control,  he shall not voluntarily  leave the employ of the
Company without Good Reason until 90 days following such Change in Control.  The
Executive  further  agrees that in the event that any person or group attempts a
Change in  Control,  he shall not  voluntarily  leave the employ of the  Company
during such attempted  Change in Control unless an event occurs which would have
constituted  Good  Reason had it  occurred  following  a Change in Control  (for
purposes of determining whether such an event would have constituted Good Reason
had it occurred  following a Change in Control,  the  definition  of Good Reason
shall be  interpreted as if a Change in Control had occurred when such attempted
Change in Control became known to the Board). The Executive acknowledges that if
he leaves the employ of the Company for any reason prior to a Change in Control,
he shall not be entitled to any payment or benefit pursuant to this Agreement.
<PAGE>

              3.   Payments Upon Termination of Employment.

                               -41-






              (a)  If  during  the  Termination  Period  the  employment  of the
Executive shall terminate,  other than by reason of a Nonqualifying Termination,
then the Company shall pay to the Executive (or the  Executive's  beneficiary or
estate) within 30 days following the Date of Termination,  as  compensation  for
services rendered to the Company:

              (1) a cash  amount  equal to the sum of (i) the  Executive's  base
salary  from  the  Company  and its  affiliated  companies  through  the Date of
Termination,  to the extent not theretofore  paid,  (ii) the Executive's  annual
bonus in an amount  determined  in  accordance  with the terms of the  Company's
Management  Incentive  Plan,  (iii)  the  amount  payable  to the  Executive  in
accordance with the terms of the Company's 1994 Shareholder Value Incentive Plan
and (iv) any compensation  previously  deferred for the benefit of the Executive
(together with any interest and earnings  thereon) and any accrued vacation pay,
in each case to the extent not theretofore paid; plus

              (2) a lump-sum cash amount  (subject to any applicable  payroll or
other taxes  required  to be  withheld  pursuant to Section 5) equal to (i) 2.99
times the  Executive's  highest  annual  base  salary  from the  Company and its
affiliated  companies in effect during the 12-month  period prior to the Date of
Termination,  plus (ii) 2.99 times the Executive's  highest  annualized (for any
fiscal year  consisting of less than 12 full months or with respect to which the
Executive has been employed by the Company for less than 12 full months)  bonus,
paid or payable,  including by reason of any  deferral,  to the Executive by the
Company and its affiliated  companies in respect of the five fiscal years of the
Company (or such portion thereof during which the Executive  performed  services
for the  Company if the  Executive  shall have been  employed by the Company for
less than such five fiscal year period) immediately preceding the fiscal year in
which the Change in Control occurs;  provided,  that any amount paid pursuant to
this  Section  3(a)(2)  shall be paid in lieu of any other  amount of  severance
relating to salary or bonus  continuation  to be received by the Executive  upon
termination of employment of the Executive under any severance  plan,  policy or
arrangement of the Company.

              (b) In  addition to the  payments  to be made  pursuant to Section
3(a) hereof,  any stock  options  granted to the  Executive  under the Company's
Employee Stock Option Plan of 1988 shall be treated in accordance with the terms
of such plan.

              (c)  For  a  period  of  36  months  commencing  on  the  Date  of
Termination,  the  Company  shall  continue to keep in full force and effect all
policies of medical, accident, disability and life insurance with respect to the
Executive  and his  dependents  with the same level of  coverage,  upon the same
terms and  otherwise  to the same  extent as such  policies  shall  have been in
effect immediately prior to the Date of Termination or, if more favorable to the
Executive,  as provided  generally with respect to other peer  executives of the
Company and its affiliated  companies,  and the Company and the Executive  shall
share the  costs of the  continuation  of such  insurance  coverage  in the same
proportion  as  such  costs  were  shared  immediately  prior  to  the  Date  of
Termination.

              (d)  If  during  the  Termination  Period  the  employment  of the
Executive  shall terminate by reason of a  Nonqualifying  Termination,  then the
Company  shall  pay to the  Executive  within  30  days  following  the  Date of
Termination,  a cash amount equal to the sum of (1) the Executive's  full annual
base salary from the Company through the Date of Termination,  to the extent not
theretofore paid and (2) any compensation  previously  deferred by the Executive
(together with any interest and earnings  thereon) and any accrued vacation pay,
in each case to the extent not theretofore paid.

         4.  Limitations on Payments by the Company.  Solely for the purposes of
the computation of benefits under this Agreement and  notwithstanding  any other
provisions  hereof,  payments to the  Executive  under this  Agreement  shall be
reduced  (but not  below  zero) so that the  present  value,  as  determined  in
accordance  with Section  280G(d)(4)  of the Internal  Revenue Code of 1986,  as
amended (the  "Code"),  of such  payments  plus any other  payments that must be
taken into account for  purposes of any  computation  relating to the  Executive
under Section 280G(b)(2)(A)(ii) of the Code, shall not, in the aggregate, exceed
2.99 times the  Executive's  "base  amount,"  as such term is defined in Section
280G(b)(3) of the Code. Notwithstanding any other provision hereof, no reduction
in payments under the limitation contained in the immediately preceding sentence
shall be applied to payments hereunder which do not constitute "excess parachute
payments"  within  the  meaning  of the  Code.  Any  payments  in  excess of the
limitation  of this Section 4 or otherwise  determined  to be "excess  parachute
payments"  made to the Executive  hereunder  shall be deemed to be  overpayments
which shall  constitute  an amount owing from the  Executive to the Company with
interest  from the date of receipt by the Executive to the date of repayment (or
offset)  at the  applicable  federal  rate  under  Section  1274(d) of the Code,
compounded  semi-annually,  which shall be payable to the Company  upon  demand;
provided, however, that no repayment shall be required under this sentence if in
the written  opinion of tax counsel  satisfactory to the Executive and delivered
to the Executive and the Company such repayment does not allow such  overpayment
to be excluded for federal  income and excise tax purposes from the  Executive's
income for the year of receipt or afford the  Executive a  compensating  federal
income tax deduction for the year of repayment.

                                 -42-


<PAGE>



              5. Withholding  Taxes. The Company may withhold from all payments
due to the Executive (or his beneficiary or estate) hereunder all taxes which, 
by applicable federal, state, local or other law, the Company is required to 
withhold therefrom.

              6.  Reimbursement  of  Expenses.  If any contest or dispute  shall
arise under this Agreement involving  termination of the Executive's  employment
with the Company or  involving  the failure or refusal of the Company to perform
fully in  accordance  with the terms  hereof,  the Company  shall  reimburse the
Executive, on a current basis, for all legal fees and expenses, if any, incurred
by the  Executive  in  connection  with such contest or dispute,  together  with
interest  in an amount  equal to 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, such interest to
accrue from the date the Company  receives the  Executive's  statement  for such
fees and expenses through the date of payment thereof;  provided,  however, that
in the event the  resolution  of any such contest or dispute  includes a finding
denying,  in total,  the  Executive's  claims in such  contest or  dispute,  the
Executive shall be required to reimburse the Company, over a period of 12 months
from  the  date of such  resolution,  for all  sums  advanced  to the  Executive
pursuant to this Section 6.

              7.   Operative Event.  Notwithstanding any provision herein to the
contrary, no amounts  shall  be  payable  hereunder unless and until there is a 
Change in Control at a time  when  the  Executive  is  employed  by the Company.
 

              8. Termination of Agreement. (a) This Agreement shall be effective
on the date  hereof  and shall  continue  until  terminated  by the  Company  as
provided in Section 8(b); provided, however, that this Agreement shall terminate
in any  event  upon the  first to occur of (i)  termination  of the  Executive's
employment with the Company prior to a Change in Control or (ii) the Executive's
death.

              (b) The Company shall have the right prior to a Change in Control,
in its sole  discretion,  pursuant  to  action  by the  Board,  to  approve  the
termination of this  Agreement,  which  termination  shall not become  effective
until the date fixed by the Board for such  termination,  which date shall be at
least 120 days after notice  thereof is given by the Company to the Executive in
accordance  with  Section 11;  provided,  however,  that no such action shall be
taken by the Board during any period of time when the Board has  knowledge  that
any person has taken steps  reasonably  calculated to effect a Change in Control
until, in the opinion of the Board,  such person has abandoned or terminated its
efforts to effect a Change in Control;  and provided  further,  that in no event
shall this Agreement be terminated in the event of a Change in Control.

              9. Scope of Agreement.  Nothing in this Agreement  shall be deemed
to  entitle  the  Executive  to  continued  employment  with the  Company or its
subsidiaries, and if the Executive's employment with the Company shall terminate
prior to a Change in Control,  then the Executive  shall have no further  rights
under this Agreement; provided, however, that any termination of the Executive's
employment  following  a  Change  in  Control  shall  be  subject  to all of the
provisions of this Agreement.

              10.  Successors; Binding Agreement.

              (a) This  Agreement  shall  not be  terminated  by any  merger  or
consolidation  of the Company  whereby the Company is or is not the surviving or
resulting corporation or as a result of any transfer of all or substantially all
of the assets of the Company. In the event of any such merger,  consolidation or
transfer of assets,  the provisions of this Agreement  shall be binding upon the
surviving or resulting  corporation or the person or entity to which such assets
are transferred.

              (b)  The  Company  agrees  that   concurrently  with  any  merger,
consolidation  or transfer of assets referred to in Section 10(a), it will cause
any successor or transferee  unconditionally  to assume,  by written  instrument
delivered  to  the  Executive  (or  his  beneficiary  or  estate),  all  of  the
obligations  of the  Company  hereunder.  Failure of the  Company to obtain such
assumption  prior to the  effectiveness  of any such  merger,  consolidation  or
transfer of assets  shall be a breach of this  Agreement  and shall  entitle the
Executive to compensation and other benefits from the Company in the same amount
and on the  same  terms as the  Executive  would be  entitled  hereunder  if the
Executive's  employment were terminated following a Change in Control other than
by reason of a  Nonqualifying  Termination.  For  purposes of  implementing  the
foregoing  payment of  compensation  and benefits to the Executive,  the date on
which any such merger,  consolidation  or transfer  becomes  effective  shall be
deemed the Date of Termination.

              (c)  This  Agreement   shall  inure  to  the  benefit  of  and  be
enforceable by the  Executive's  personal or legal  representatives,  executors,
administrators,  successors, heirs, distributees,  devisees and legatees. If the
Executive  shall  die  while  any  amounts  would be  payable  to the  Executive
hereunder  had the  Executive  continued  to  live,  all  such  amounts,  unless
otherwise provided

                                  -43-


<PAGE>



herein,  shall be paid in  accordance  with the terms of this  Agreement to such
person or persons  appointed in writing by the Executive to receive such amounts
or, if no person is so appointed, to the Executive's estate.

              11. Notice.  (a) For purposes of this  Agreement,  all notices and
other  communications  required or permitted  hereunder  shall be in writing and
shall be deemed  to have  been duly  given  when  delivered  or five days  after
deposit in the United  States  mail,  certified  and return  receipt  requested,
postage prepaid,  addressed (1) if to the Executive,  to his most recent address
as it  appears  in the  records  of the  Company,  and  if to  the  Company,  to
Alberto-Culver  Company,  2525 Armitage  Avenue,  Melrose Park,  Illinois 60160,
attention of the  President,  with a copy to the General  Counsel or (2) to such
other  address  as either  party may have  furnished  to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

              (b) A written notice of the Executive's Date of Termination by the
Company or the Executive,  as the case may be, to the other,  shall (i) indicate
the specific  termination  provision in this Agreement  relied upon, (ii) to the
extent  applicable,  set forth in reasonable  detail the facts and circumstances
claimed to provide a basis for termination of the Executive's  employment  under
the provision so indicated and (iii)  specify the  termination  date (which date
shall be not less than 15 days after the giving of such notice).  The failure by
the  Executive  or the  Company  to  set  forth  in  such  notice  any  fact  or
circumstance  which  contributes  to a showing of Good Reason or Cause shall not
waive any right of the  Executive  or the  Company  hereunder  or  preclude  the
Executive or the Company from asserting such fact or  circumstance  in enforcing
the Executive's or the Company's rights hereunder.

              12. Full  Settlement;  Resolution  of Disputes.  (a) The Company's
obligation to make any payments  provided for in this Agreement and otherwise to
perform  its  obligations  hereunder  shall  not be  affected  by  any  set-off,
counterclaim,  recoupment,  defense or other  claim,  right or action  which the
Company  may have  against  the  Executive  or  others.  In no event  shall  the
Executive be obligated to seek other  employment or take any other action by way
of  mitigation  of  the  amounts  payable  to  the  Executive  under  any of the
provisions of this Agreement  and, such amounts shall not be reduced  whether or
not the Executive obtains other employment.

              (b) If there  shall be any  dispute  between  the  Company and the
Executive in the event of any termination of the Executive's  employment,  then,
unless  and  until  there  is a  final,  nonappealable  judgment  by a court  of
competent  jurisdiction  declaring that such termination was for Cause, that the
determination  by the  Executive of the existence of Good Reason was not made in
good faith, or that the Company is not otherwise  obligated to pay any amount or
provide any benefit to the Executive and his dependents or other  beneficiaries,
as the case may be,  under  Sections  3(a) and 3(b),  the Company  shall pay all
amounts, and provide all benefits,  to the Executive and his dependents or other
beneficiaries,  as the case may be, that the Company would be required to pay or
provide  pursuant to Sections 3(a) and 3(b) as though such  termination  were by
the  Company  without  Cause or by the  Executive  with Good  Reason;  provided,
however,  that the Company  shall not be required  to pay any  disputed  amounts
pursuant to this Section  12(b) except upon receipt of an  undertaking  by or on
behalf of the  Executive  to repay all such  amounts to which the  Executive  is
ultimately adjudged by such court not to be entitled.

              13. Employment with Subsidiaries.  Employment with the Company for
purposes of this  Agreement  shall include  employment  with any  corporation or
other entity in which the Company has a direct or indirect ownership interest of
50% or  more  of the  total  combined  voting  power  of  the  then  outstanding
securities of such corporation or other entity entitled to vote generally in the
election of directors.

              14. Governing Law; Validity. The interpretation,  construction and
performance of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Illinois without regard to the
principle  of conflicts  of laws.  The  invalidity  or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other provision of this Agreement,  which other  provisions  shall remain in
full force and effect.

              15.  Counterparts.  This Agreement may be executed in two 
counterparts, each of which shall be deemed to be an original and all of  which 
together shall constitute one and the same instrument.

              16. Miscellaneous.  No provision of this Agreement may be modified
or waived unless such  modification or waiver is agreed to in writing and signed
by the Executive and by a duly authorized  officer of the Company.  No waiver by
either  party  hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions  at the  same or at any  prior or  subsequent  time.  Failure  by the
Executive or the Company to insist upon strict  compliance with any provision of
this Agreement

                                -44-


<PAGE>



or to  assert  any  right  the  Executive  or the  Company  may have  hereunder,
including,   without  limitation,  the  right  of  the  Executive  to  terminate
employment for Good Reason, shall not be deemed to be a waiver of such provision
or right or any other provision or right of this  Agreement.  The rights of, and
benefits payable to, the Executive,  his estate or his beneficiaries pursuant to
this  Agreement  are in addition  to any rights of, or benefits  payable to, the
Executive, his estate or his beneficiaries under any other employee benefit plan
or compensation program of the Company.

              IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be
executed  by a duly  authorized  officer of the Company  and the  Executive  has
executed this Agreement as of the day and year first above written.


                                                 ALBERTO-CULVER COMPANY



                                                 By:___________________________




                                                 EXECUTIVE:


                                                 ------------------------------





Subscribed and Sworn to before me this ___ day of __________, 1996.


----------------------------------
           Notary Public































243526.04

                                      -45-


<PAGE>