REGIS CORPORATION Reference is made to the Private Shelf Agreement (the "Agreement"), dated as of July 25, 1995 between Regis Corporation (the "Company"), on the one hand, and The Prudential Insurance Company of America ("Prudential") and each Prudential Affiliate which becomes party thereto, on the other hand. All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement. Prudential or the Prudential Affiliate which is named below as a Purchaser of Notes hereby confirms the representations as to such Notes set forth in paragraph 9 of the Agreement, and agrees to be bound by the provisions of paragraphs 2E and 2G of the Agreement relating to the purchase and sale of such Notes and by the provisions of the penultimate sentence of paragraph 11A of the Agreement. Pursuant to paragraph 2E of the Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed: I. Accepted Notes: Aggregate principal amount $5,000,000 (a) Name of Purchaser: The Prudential Insurance Company of America (b) Principal amount: $5,000,000 (c) Final maturity date: July 1, 2003 (d) Principal prepayment dates and amounts: None (e) Interest rate: 7.99% (f) Interest payment period: Quarterly (g) Payment and notice instructions: As set forth on attached Purchaser Schedule II. Closing Day: June 10, 1996 Dated: June 5, 1996 REGIS CORPORATION By: /s/ Myron Kunin ------------------------- Title: Chairman ---------------------- THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ P. Scott von Fischer ------------------------- Vice President PURCHASER SCHEDULE SERIES B NOTES REGIS CORPORATION Aggregate Principal Amount of Notes to be Note Denom- Purchased ination(s) ----------- ----------- THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $5,000,000 $5,000,000 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: Account No. 050-54-526 Morgan Guaranty Trust Company of New York 23 Wall Street New York, New York 10015 (ABA No.: 021-000-238) Each such wire transfer shall set forth the name of the Company, a reference to "7.99% Senior Notes due July 1, 2003, Security No. !INV5356!," and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made. (2) Address for all notices relating to payments: The Prudential Insurance Company of America c/o Prudential Capital Group Four Gateway Center 100 Mulberry Street Newark, New Jersey 07102 Attention: Manager, Investment Operations Group Telephone: (201) 802-5260 Telecopy: (201) 802-8055 (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza 180 North Stetson Street, Suite 5600 Chicago, Illinois 60601-6716 Attention: Managing Director Telecopy: (312) 540-4222 (4) Recipient of telephonic prepayment notices: Manager, Investment Structure and Pricing Telephone: (201) 802-6660 Telecopy: (201) 802-9425 (5) Tax Identification No.: 22-1211670