ALBERTO-CULVER COMPANY

Exhibit 10.10

XXXXXXX-XXXXXX COMPANY

0000 Xxxxxxxx Xxxxxx

Xxxxxxx Xxxx, Xxxxxxxx 00000

January 10, 2006

To: Stockholders (as defined below)

c/o Xxxxx X. Xxxxxxx

000 Xxxxxxx Xxxxxx

Xxxxx Xxxxxx, XX 00000

Re: Amendments to or Waivers of Merger Agreement

Ladies and Gentlemen:

As you are aware, Xxxxxxx-Xxxxxx Company, a Delaware corporation (“Xxxxxxx-Xxxxxx”), Xxxxx Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Xxxxxxx-Xxxxxx, Xxxxx Corporation, a Minnesota corporation, Xxxxx Merger Inc., a Delaware corporation, and Xxxxx Merger Subco LLC, a Delaware limited liability company, desire to enter into an Agreement and Plan of Merger (such agreement, as executed and as amended in accordance with its terms, the “Merger Agreement”). Capitalized terms that are used herein without definition shall have the meanings set forth in the Merger Agreement.

In connection with the Merger Agreement, certain stockholders of Xxxxxxx-Xxxxxx are being asked to enter into a support agreement pursuant to which such stockholders would agree to, among other things, vote their Xxxxxxx-Xxxxxx shares in favor of the transactions contemplated by the Merger Agreement, upon the terms and subject to the conditions contained therein (such agreement, as executed and as amended in accordance with its terms, the “Support Agreement” and the Persons that are “Stockholders” under the Support Agreement from time to time, collectively, the “Stockholders”).

In order to induce the Stockholders to enter into the Support Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Xxxxxxx-Xxxxxx hereby agrees that, without the prior written consent of Xxxxx X. Xxxxxxx (which consent will not be unreasonably withheld, delayed or conditioned), acting on behalf of the Stockholders, Xxxxxxx-Xxxxxx will not amend, alter, modify or waive Section 7.2, 7.17, 7.21 or 8.3(d) of the Merger Agreement or any condition of the Merger Agreement as it pertains to any such section.

Very truly yours,
XXXXXXX-XXXXXX COMPANY, a Delaware corporation
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Senior Vice President and General Counsel