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                                                           Exhibit 10 (b)

                             ALBERTO-CULVER COMPANY
                       EMPLOYEE STOCK OPTION PLAN OF 1988

                       (as amended through July 26, 2001)

1.       Purpose of ACSOP

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

2.       Eligibility

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

3.       Administration

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

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

         The Committee shall be comprised solely of members each of whom shall
be an "outside director" within the meaning of Section 162(m) of the Code, and a
"non-employee director" within the meaning of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder ("Section 16"),
provided, however, that if any member of the Committee is not (i) an "outside
director" within the meaning of Section 162(m) of the Code or (ii) a
"non-employee director" within the meaning of Section 16, the Committee shall
set up a subcommittee comprised

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solely of outside directors and non-employee directors for purposes of all
matters arising under this ACSOP 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.

4.       Number of Shares of Stock to be Offered

         The Committee may authorize from time to time the issuance pursuant to
the ACSOP of shares not to exceed 15,400,000 of the Company's Class A common
stock in the aggregate, subject to adjustment under paragraph 10 hereof. Such
shares of Class A common stock which may be issued pursuant to options granted
under the ACSOP may be authorized and unissued shares or issued and reacquired
shares as the Committee from time to time may determine. If any option granted
under the ACSOP shall terminate or be surrendered or expire unexercised in whole
or in part, the shares of stock so released from such option may be made the
subject of additional options granted under the ACSOP. In addition, any shares
of Class A common stock withheld to pay, in whole or in part, the amount
required to be withheld under applicable tax laws in accordance with paragraph
7(d) hereof, may be made the subject of additional options granted under the
ACSOP.

5.       Option Price

         The purchase price under each option granted pursuant to the ACSOP
shall be determined by the Committee but shall not be less than the Fair Market
Value (as defined below) of the Company's Class A common stock at the time the
option is granted. For purposes of the ACSOP, "Fair Market Value" shall mean the
average of the high and low transaction prices of a share of Class A common
stock or Class B common stock of the Company (the "Class B common stock"), as
the case may be, as reported in the New York Stock Exchange Composite
Transactions on the date as of which such value is being determined or, if there
shall be no reported transactions for such date, on the next preceding date for
which transactions were reported.

6.       Grant of Options

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

7.       Term and Exercise of Options

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

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

         (ii) Except as otherwise provided in paragraph 11(a) hereof, on the
              day preceding the anniversary date of the grant of the option in
              each of the four calendar years immediately following the year
              of the grant of the option, the right to purchase

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                twenty-five percent (25%) of the total number of shares of stock
                specified in the option shall accrue to the Optionee. Subject to
                paragraph 8 hereof, each such right to purchase such twenty-five
                percent (25%) may be exercised, in whole or in part, at any time
                after such right accrues and prior to the expiration of the term
                of the option.

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

         (c) An option may be exercised (subject to the receipt of payment) by
giving written notice to the Secretary of the Company specifying the number of
shares to be purchased. The full purchase price for such shares may be paid (i)
in cash, (ii) by check, (iii) by delivery of previously owned shares of Class A
common stock, (iv) by delivery of previously owned shares of Class B common
stock, or (v) by a combination of these methods of payment. However, under no
circumstances may any Optionee deliver previously owned shares of Class A common
stock obtained from the exercise of stock options or the vesting of shares
restricted under the Company's Restricted Stock Plan or Management Bonus Plan
during the six months immediately preceding the exercise date. Payment must be
received by the Secretary of the Company before any exercise is consummated. For
purposes of the delivery of previously owned shares of Class A common stock
and/or Class B common stock, the per share value of such shares shall be the
Fair Market Value on the date of exercise.

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

8.       Continuity of Employment

         (a)  Each option shall be subject to the following in addition to the
restrictions set forth in

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paragraphs 6 and 7 hereof:
              (i)   If an Optionee dies without having fully exercised his or
                    her option, the executors or administrators of his or her
                    estate or legatees or distributees shall have the right
                    during the one (1) year period following his or her death
                    (but not after the expiration of the term of such option) to
                    exercise such option in whole or in part but only to the
                    extent that the Optionee could have exercised it at the date
                    of his or her death.

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

              (iii) If an Optionee's termination of employment is for any
                    reason other than death, retirement or physical disability,
                    the Optionee's option shall terminate upon said termination
                    of employment and the Company shall have the right within a
                    period of one year after said termination of employment to
                    reacquire at the option price any stock acquired by the
                    Optionee by exercise of an option within ninety (90) days
                    prior to said termination of employment; provided, however,
                    that if such termination of employment occurs following a
                    Change in Control (as such term is defined in paragraph
                    11(b) hereof), the Optionee's option shall terminate three
                    (3) months after his or her termination of employment (but
                    not after the expiration of the term of such option) and may
                    be exercised to the extent that such Optionee could have
                    exercised it at the date of his or her termination of
                    employment and the Company shall have no right to reacquire
                    any stock acquired by the Optionee by exercise of an option.

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

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9.       Non-Transferability of Options

         An option granted under the ACSOP shall not be assignable or
transferable by an Optionee otherwise than by will or the laws of descent and
distribution, and an option shall be exercisable during the lifetime of the
Optionee only by him or her. An option transferred by will or the laws of
descent and distribution may only be exercised by the legatee or distributee
during the one year period following the Optionee's death and may only be
exercised to the extent it was exercisable by the Optionee prior to his or her
death.

10.      Adjustment upon Change in Stock

         Each option and the number and kind of shares subject to future options
under the ACSOP may be adjusted, as may be determined to be equitable in the
sole and absolute discretion of the Committee, in the event there is any change
in the outstanding Class A common stock, or any event that could cause a change
in the outstanding Class A common stock, including, without limitation, by
reason of a stock dividend, recapitalization, reclassification, issuance of
Class A common stock, issuance of rights to purchase Class A common stock,
issuance of securities convertible into or exchangeable for Class A common
stock, merger, consolidation, stock split, reverse stock split, spin-off,
combination, exchange or conversion of shares, or any other similar type of
event. The Committee's determination of any adjustment pursuant to this
paragraph10 shall be final, conclusive and binding.

11.      Change in Control

         (a) (1) Notwithstanding any provision of the ACSOP, in the event of a
         Change in Control, all outstanding options shall immediately be
         exercisable in full and shall be subject to the provisions of paragraph
         11(a)(2) or 11(a)(3), to the extent that either such paragraph is
         applicable.

                  (2) Notwithstanding any provision of the ACSOP, in the event
         of a Change in Control in connection with which the holders of shares
         of the Company's Class A common stock receive shares of common stock
         that are registered under Section 12 of the Exchange Act, all
         outstanding options shall immediately be exercisable in full and there
         shall be substituted for each share of the Company's Class A common
         stock available under the ACSOP, whether or not then subject to an
         outstanding option, the number and class of shares into which each
         outstanding share of the Company's Class A common stock shall be
         converted pursuant to such Change in Control. In the event of any such
         substitution, the purchase price per share of each option shall be
         appropriately adjusted by the Committee or the committee to which
         authority has been delegated pursuant to paragraph 3 hereof, such
         adjustments to be made without an increase in the aggregate purchase
         price.

                  (3) Notwithstanding any provision in the ACSOP, in the event
         of a Change in Control in connection with which the holders of the
         Company's Class A common stock receive consideration other than shares
         of common stock that are registered under Section 12 of the Exchange
         Act, each outstanding option shall be surrendered

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          to the Company by the holder thereof, and each such option shall
          immediately be cancelled by the Company, and the holder shall receive,
          within ten (10) days of the occurrence of such Change in Control, a
          cash payment from the Company in an amount equal to the number of
          shares of the Company's Class A common stock then subject to such
          option, multiplied by the excess, if any, of (i) the greater of (A)
          the highest per share price offered to stockholders of the Company in
          any transaction whereby the Change in Control takes place or (B) the
          Fair Market Value of a share of the Company's Class A common stock on
          the date of occurrence of the Change in Control over (ii) the purchase
          price per share of the Company's Class A common stock subject to the
          option. The Company may, but is not required to, cooperate with any
          person who is subject to Section 16 of the Exchange Act to assure that
          any cash payment in accordance with the foregoing to such person is
          made in compliance with Section 16 of the Exchange Act and the rules
          and regulations thereunder.

         (b)  "Change in Control" means:

                  (1)  The occurrence of any one or more of the following
                  events:

                           (A) The acquisition by any individual, entity or
                  group (a "Person"), including any "person" within the meaning
                  of Section 13(d)(3) or 14(d)(2) of the Exchange Act of
                  beneficial ownership within the meaning of Rule 13d-3
                  promulgated under the Exchange Act of both (x) 20% or more of
                  the combined voting power of the then outstanding securities
                  of the Company entitled to vote generally in the election of
                  directors (the "Outstanding Company Voting Securities") and
                  (y) combined voting power of Outstanding Company Voting
                  Securities in excess of the combined voting power of the
                  Outstanding Company Voting Securities held by the Exempt
                  Persons (as such term is defined in paragraph 11(c));
                  provided, however, that a Change in Control shall not result
                  --------  -------
                  from an acquisition of Company Voting Securities:

                               (i)  directly from the Company, except as
                  otherwise provided in paragraph 11(b)(2)(A);

                               (ii)  by the Company, except as otherwise
                  provided in paragraph 11(b)(2)(B);

                               (iii)  by an Exempt Person;

                               (iv)  by an employee benefit plan (or related
                   trust) sponsored or maintained by the Company or any
                   corporation controlled by the Company; or

                               (v) by any corporation pursuant to a
                   reorganization, merger or consolidation involving the
                   Company, if, immediately after such reorganization, merger
                   or consolidation, each of the conditions described in

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                 clauses (i) and (ii) of paragraph 11(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 paragraph
        11(d)) to constitute at least a majority of the Board of
        Directors of the Company (hereinafter called 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
                 identities 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

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                           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 paragraph 11(b)(1):

                           (A) no acquisition of Company Voting Securities shall
                  be subject to the exception from the definition of Change in
                  Control contained in clause (i) of paragraph 11(b)(1)(A) if
                  such acquisition results from the exercise of an exercise,
                  conversion or exchange privilege unless the security being so
                  exercised, converted or exchanged was acquired directly from
                  the Company; and

                           (B) for purposes of clause (ii) of paragraph
                  11(b)(1)(A), if any Person (other than the Company, an Exempt
                  Person or any employee benefit plan (or related trust)
                  sponsored or maintained by the Company or any corporation
                  controlled by the Company) shall, by reason of an acquisition
                  of Company Voting Securities by the Company, become the
                  beneficial owner of (x) 20% or more of the combined voting
                  power of the Outstanding Company Voting Securities and (y)
                  combined voting power of Outstanding Company Voting Securities
                  in excess of the combined voting power of the Outstanding
                  Company Voting Securities held by the Exempt Persons, and such
                  Person shall, after such acquisition of Company Voting
                  Securities by the Company, become the beneficial owner of any
                  additional Outstanding Company Voting Securities and such
                  beneficial ownership is publicly announced, such additional
                  beneficial ownership shall constitute a Change in Control.

         (c)  "Exempt Person" (and collectively, the "Exempt Persons") means:

                  (1)  Leonard H. Lavin or Bernice E. Lavin;

                  (2)  any descendant of Leonard H. Lavin and Bernice E. Lavin
                       or the spouse of any such descendant;

                  (3)  the estate of any of the persons described in paragraph
                       11(c)(1) or (2);

                  (4)  any trust or similar arrangement for the benefit of any
                       person described in paragraph 11(c)(1) or (2); or

                  (5)  the Lavin Family Foundation or any other charitable
         organization established by any person described in paragraph 11(c)(1)
         or (2).

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         (d) "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.

12.      Amendment and Discontinuance

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

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

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

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