Exhibit 10(c)

                      1994 SHAREHOLDER VALUE INCENTIVE PLAN
                             ALBERTO-CULVER COMPANY

                     (as amended through September 12, 1997)

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(m),
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.


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   (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) "Ownership  Threshold" shall mean the required dollar value
        of  ownership  by each  Participant  of Common  Stock and Class B common
        stock of the Company,  $.22 par value, as set by the Committee from time
        to  time.  In  determining  such  ownership  for each  Participant,  the
        Committee may conclusively rely on the books and records of the Company.

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

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

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

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

   (l)  "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.

   (m)  "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).

   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.


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   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.  Except as provided in the following sentence, each 
      Participant shall be eligible, in his or her sole discretion, to receive
      such Participant's award in cash or shares of Common Stock or a 
      combination thereof as set forth in Section 2.2, payable in each case
      following the end of a Performance Period, if the Common Stock of the
      Company has met the objectives established by the Committee, as set forth
      below.  For Performance Periods which end on or after the year 2000,
      Participant's owning less than their Ownership Threshold shall be required
      to receive at least 50% of their award in Common Stock ("Required 
      Election").  Notwithstanding anything to the contrary contained in this 
      Section 2.1(a), each Participant shall be eligible to receive an award
      (payable only in cash) in the event of a Change in Control at such time as
      set forth in Section 3.8, if the Common Stock 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 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 esta-
      blished by the Committee (hereinafter referred to as a "Performance Unit 
      Agreement").

(c)   No 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 award
      payable is 300% of the target 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.

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(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 award may be paid under this
      SVIP until the Committee has made such certification.

   2.2  Payment

   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
   (but in the event of a Change in Control, such award shall be payable only in
   cash).  Awards  payable,  in whole or in part,  in Common  Stock shall be the
   number of shares of Common Stock that a Participant  could have  purchased at
   the ending per share  price of the Common  Stock as  calculated  pursuant  to
   Section 1.2(m) had such Participant used the relevant percentage (pursuant to
   any election to receive  Common Stock) of his or her award,  less  applicable
   withholding  taxes,  to purchase  Common Stock.  Elections to receive  Common
   Stock in lieu of cash shall be  submitted  to the  Committee  at such time as
   specified  by the  Committee,  but in no case  after the end of the  relevant
   Performance Period.  Except for Required Elections,  failure to make a timely
   election shall be conclusively  deemed to be an election to receive all cash.
   Failure to make a timely  election  to  receive  more than 50% of an award in
   Common Stock pursuant to a Required Election shall be conclusively  deemed to
   be an election to receive 50% of such award in Common Stock.  Notwithstanding
   anything to the contrary  contained herein, no election,  including  Required
   Elections,  to receive Common Stock shall be effective unless approved by the
   Committee  following  the end of the  Performance  Period  and  prior  to the
   distribution of such stock.

   2.3  Termination of Employment

(a)   If a Participant's employment is terminated prior to the end of a Perform-
      ance Period because of death, Retirement or Disability, the extent to
      which a Performance Unit shall be deemed to  have been earned and payable 
     (solely in cash and without regard to any elections to the contrary) 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 numer-
      ator of which is the number of full calendar months such 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.

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                           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  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

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   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.

   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 in cash 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 cash 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.

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     (3)  If any amount to be paid to a  Participant  (or  beneficiary  thereof)
          pur- suant to this  Section  3.8(a) is not paid in full within 30 days
          follow-  ing 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 th 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 unti 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).

   (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 secur-
              ities 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:

              (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

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                                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:

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              (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
              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

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              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

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


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