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                                                                  Exhibit 10 (d)

                             ALBERTO-CULVER COMPANY
                           1994 RESTRICTED STOCK PLAN

                       (as amended through July 26, 2001)

SECTION 1.  ESTABLISHMENT AND PURPOSE

        1.1 Establishment The Alberto-Culver Company (the "Company") hereby
establishes a restricted stock plan for Key Employees, as defined herein, which
shall be known as the Alberto-Culver Company 1994 Restricted Stock Plan (the
"RSP").

        1.2 Purpose The purpose of the RSP is to enable the Company to attract,
retain, motivate, and reward Key Employees by providing them with a means to
acquire an equity interest or to increase such interest in the Company in return
for high levels of individual contribution and continued service.

        1.3 Definitions  Whenever used herein, the following terms shall have
the meanings set forth below:

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

        (b)      "Change in Control" shall have the meaning set forth in Section
                 7.2(a).

        (c)      "Committee" means the Compensation Committee of the Board or,
                 if any member of the Compensation Committee is not (i) an
                 "outside director" within the meaning of Section 162(m) of the
                 Internal Revenue Code of 1986 and the rules and regulations
                 thereunder (the "Code") or (ii) 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"), the Committee shall set up a subcommittee comprised
                 solely of outside directors and non-employee directors for
                 purposes of all matters arising under this RSP involving
                 "officers" 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.

        (d)      "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 a Participant becomes totally disabled
                 as determined by a physician mutually acceptable to the
                 Participant and the Company 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 set
                 forth in Section 7.2(b).

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         (f)      "Fair Market Value" shall mean the average of the high and low
                  transaction prices of a share of Class A common stock 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.

         (g)      "Key Employee" means an active, salaried employee (including
                  officers and directors who also are employees) of the Company
                  or its subsidiaries with direct impact on the performance of
                  the Company.

         (h)      "Incumbent Board" shall have the meaning set forth in Section
                  7.2(c).

         (i)      "Participant" means a Key Employee designated by the Committee
                  who is awarded and holds Restricted Stock pursuant to the RSP.

         (j)      "Restricted Stock" shall mean the Class A common stock of the
                  Company, $.22 par value, with restrictions as described in
                  Section 6.

         (k)      "Restricted Stock Agreement" shall have the meaning set forth
                  in Section 6.1.

         (l)      "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
                  Participant attains his or her 65th birthday.

SECTION 2.  ADMINISTRATION

         2.1      Administration The RSP shall be administered by the Committee.
The Committee shall have full power to construe, administer and interpret the
RSP, and full power to adopt such rules and regulations as the Committee may
deem desirable to administer the RSP. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the RSP or
any Restricted Stock thereunder.

         2.2      Finality of Determination The determination of the Committee
as to any disputed questions arising under this RSP, including questions of
construction and interpretation, shall be final, conclusive and binding.

SECTION 3.  ELIGIBILITY AND PARTICIPATION

         3.1      Eligibility Key Employees of the Company and its subsidiaries
are eligible to receive Restricted Stock under the RSP, in such amounts and on
as many occasions as the Committee in its sole discretion may determine.

         3.2      Participation The Committee shall designate the Key Employees
to receive Restricted Stock, the time or times and the size and terms of each
individual grant of Restricted

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Stock under the RSP.
SECTION 4.   STOCK SUBJECT TO THE RSP

         4.1 Number The total number of shares of Restricted Stock that may be
granted under the RSP shall not exceed 1,000,000. These shares may consist, in
whole or in part, of authorized but unissued shares of stock or shares of stock
reacquired by the Company and not reserved for any other purpose.

         4.2 Reacquired and Withheld Shares   If, at any time, shares of
                                              Restricted Stock issued pursuant
                                              to the RSP shall have been
                                              reacquired by the Company in
                                              connection with the restrictions
                                              herein imposed on such shares,
                                              such reacquired shares again shall
                                              become available for issuance
                                              under the RSP at any time prior to
                                              its termination.  In addition, any
                                              shares of Restricted Stock
                                              withheld to pay, in whole or in
                                              part, the amount required to be
                                              withheld under applicable tax laws
                                              in accordance with Section 6.12
                                              hereof, shall become available for
                                              issuance under the RSP at any time
                                              prior to its termination.

         4.3 Adjustment upon Change in Stock The Committee may take such action
with regard to adjustment of the number of shares of Restricted Stock that may
be granted hereunder as it considers to be equitable in its sole and absolute
discretion 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, stock
split, reverse stock split, spin-off, recapitalization, reclassification,
merger, consolidation, combination, exchange or conversion of shares, or any
other similar type of event. The Committee's determination of any adjustment
pursuant to this Section 4.3 shall be final, conclusive and binding.

SECTION 5.   DURATION OF THE RSP

         The RSP shall continue until all Restricted Stock subject to it shall
have been granted and vested under the RSP, subject to the provisions of the RSP
regarding amendments thereto and termination thereof.

SECTION 6.   SHARES OF RESTRICTED STOCK

         6.1 Grant of Shares of Restricted Stock Awards of Restricted Stock to
Participants shall be granted under a Restricted Stock Agreement between the
Company and the Participant which shall provide that the shares subject to any
such award shall be subject to such forfeiture and other conditions, including
the provisions of Section 6.7 hereof, as the Committee shall designate.

         6.2 Vesting Except as otherwise provided in Section 7.1 hereof,
Restricted Stock

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granted to Participants before July 26, 2001 will vest on a cumulative basis in
equal annual increments of one-fourth of the shares granted, commencing on the
day preceding the fourth anniversary of the grant of the Restricted Stock. Those
shares will be fully vested after a period of seven (7) years from the day
preceding the date of grant. Except as otherwise provided in Section 7.1 hereof,
Restricted Stock granted to Participants on or after July 26, 2001 will vest on
a cumulative basis in equal annual increments of one-fourth of the shares
granted, commencing on the day preceding the second anniversary of the grant of
the Restricted Stock. Those shares will be fully vested after a period of five
(5) years from the day preceding the date of grant. The Committee, however, may
accelerate the vesting of any Restricted Stock granted hereunder subject to such
terms and conditions as the Committee deems necessary and appropriate to
effectuate the purpose of the RSP.

     6.3  Transferability Subject to Section 6.8 hereof, a Participant's rights
under the RSP may not be assigned and any Restricted Stock granted to a
Participant may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated as long as the shares are subject to forfeiture or
other conditions as provided in this RSP, and as set forth in the Restricted
Stock Agreement pursuant to which such shares were granted.

     6.4  Removal of Restrictions Except as otherwise provided herein, or as may
be required by applicable law, shares of Restricted Stock covered by each
Restricted Stock Agreement made under this RSP will become freely transferable
by the Participant upon vesting in accordance with Section 6.2 or Section 7.1.

     6.5  Other Restrictions The Committee may impose such other restrictions on
any shares granted pursuant to this RSP as it may deem advisable, including,
without limitation, restrictions required by (1) federal securities laws, (2)
requirements of any stock exchange upon which such shares of the same class are
listed and (3) any state securities laws applicable to such shares.

     6.6  Certificates In addition to any legends placed on certificates
pursuant to Section 6.5, the Company reserves the right to place on each
certificate representing shares of Restricted Stock a restrictive legend, which
legend may be in the following form:

     "The sale or other transfer of shares of stock represented by this
     certificate, whether voluntary, involuntary, or by operation of law, is
     subject to the restrictions on transfer and forfeiture conditions (which
     include the satisfaction of certain employment service requirements) set
     forth in the Alberto-Culver Company 1994 Restricted Stock Plan and
     Restricted Stock Agreement. A copy of such agreement may be inspected at
     the offices of the Secretary of the Company.

All certificates representing shares of Restricted Stock shall be held by the
Secretary of the Company in escrow on behalf of the Participant awarded such
shares, together with a Power of Attorney (if any) executed by the Participant,
in the form satisfactory to the Committee and authorizing the Company to
transfer such shares as provided in the Restricted Stock Agreement, until such
time as all restrictions imposed on such shares pursuant to the RSP and the
Restricted

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Stock Agreement have expired or been earlier terminated.

     6.7  Termination of Employment In the event that, prior to the removal of
restrictions on shares of Restricted Stock as contemplated by Section 6.4, a
Participant's employment with the Company terminates for any reason other than
death, Retirement, Disability, or a Change in Control, any shares subject to
time period restrictions or other forfeiture conditions at the date of such
termination shall automatically be forfeited to the Company. A Participant shall
not forfeit any rights to Restricted Stock previously granted to him, solely
because he ceases to qualify as a Key Employee.

     6.8  Death, Retirement or Disability

     (a)  In the event that, prior to the removal of restrictions on shares of
Restricted Stock as contemplated by Section 6.4, a Participant's employment with
the Company terminates because of death, Retirement or Disability, any
uncompleted portion of a time period restriction or other forfeiture conditions,
as set forth in the terms of the Restricted Stock Agreement, may be waived by
the Committee. The shares released from such restrictions pursuant to this
Section 6.8 thereafter shall be freely transferable by the Participant, subject
to any applicable legal requirements.

     (b)  A Participant may from time to time name in writing any person or
persons to whom his or her Restricted Stock should be given if the Participant
dies, subject to the waiver of any applicable forfeiture conditions by the
Committee pursuant to Section 6.8(a) hereof. Each such beneficiary designation
will revoke all prior designations by the Participant with respect to the RSP,
shall not require the consent of any previously named beneficiary, shall be in a
form prescribed by the Committee (if the Committee so prescribes), 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 a Participant fails to designate a beneficiary before his or her
death, as provided above, or if the beneficiary designated by the Participant
dies prior to receiving the Restricted Stock hereunder, the Company may transfer
the Restricted Stock to the legal representative or representatives of the
estate of the Participant.

     6.9  Voting Rights Participants shall have full voting rights with respect
to shares of Restricted Stock.

     6.10 Dividend Rights Except as the Committee may otherwise determine,
Participants shall have full dividend rights with any such dividends being paid
currently. Dividends paid on shares of Restricted Stock prior to the shares
vesting will be treated as wages for federal income tax purposes and will be
subject to withholding taxes by the Company. If all or part of a dividend is
paid in shares of stock, the dividend shares shall be subject to the same
restrictions on transferability as the shares of Restricted Stock that are the
basis for the dividend.

     6.11 Security Interest in Shares In connection with the execution of any
Restricted Stock Agreement, the Committee may require that a Participant grant
to the Company a security interest in the shares of Restricted Stock issued or
granted pursuant to this RSP to secure the

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payment of any sums (e.g.: income withholding taxes due when restrictions lapse)
then owing or thereafter coming due to the Company by such Participant. This
security interest shall continue for such period of time as the certificates
representing shares of Restricted Stock are held by the Secretary of the Company
in escrow on behalf of the Participant pursuant to Section 6.6.

     6.12   Withholding Taxes Due At any time when a Participant is required to
pay to the Company an amount required to be withheld under applicable tax laws
in connection with the vesting of Restricted Stock (calculated by taking the
minimum statutory withholding rates for federal and state tax purposes including
payroll taxes, applicable to the income generated by the vesting of such
Restricted Stock), the Participant may satisfy this obligation in whole or in
part by making an election to have the Company withhold shares of Restricted
Stock having a value equal to the amount required to be withheld. The value of
shares to be withheld shall be based on the Fair Market Value of the Restricted
Stock on the date the Participant vests in such shares.

SECTION 7.  CHANGE IN CONTROL

     7.1    Vesting Upon Change in Control Notwithstanding any provision of the
RSP, all outstanding shares of Restricted Stock shall immediately become fully
vested upon the occurrence of a Change in Control.

     7.2    Definitions

     (a) The term "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 Section 7.2(b)); 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 7.2(a)(2)(A);

                       (ii) by the Company, except as otherwise provided in
               Section 7.2(a)(2)(B);

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                    (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 7.2(a)(1)(C) shall be
          satisfied.

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

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          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 7.2(a)(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 Section 7.2(a)(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 7.2(a)(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.

     (b)  The term "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;

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          (3)  the estate of any of the persons described in Section 7.2(b)(1)
               or (2);

          (4)  any trust or similar arrangement for the benefit of any person
     described in Section 7.2(b)(1) or (2); or

          (5)  the Lavin Family Foundation or any other charitable organization
     established by any person described in Section 7.2(b)(1) or (2).

     (c) The term "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.

SECTION 8. EMPLOYMENT RIGHTS OF EMPLOYEES

     Nothing in this RSP or in any grant of Restricted Stock shall interfere
with or limit in any way the right of the Company to terminate any Key
Employee's or Participant's employment at any time, or confer upon any Key
Employee or Participant any right to continue in the employ of the Company or
its subsidiaries.

SECTION 9. STOCKHOLDER APPROVAL, AMENDMENT AND TERMINATION

     9.1  Amendment This RSP may be amended at any time by the Committee or the
Board; provided that no such amendment shall permit the granting of Restricted
Stock to anyone other than as provided in Section 3 hereof, or increase the
maximum number of shares of stock that may be granted pursuant to this RSP
except pursuant to Section 4.3 hereof, without the further approval of the
Company's stockholders.

     9.2  Termination The Company reserves the right to terminate the RSP at any
time by action of the Committee or the Board.

     9.3  Existing Restrictions Neither amendment nor termination of this RSP
shall

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adversely affect any shares previously granted or issued pursuant to this RSP.

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