Exhibit
10.2


 


AWARD
AGREEMENT


 


UNDER THE
AMENDED AND RESTATED

ALLIANCE PARTNERS COMPENSATION PLAN


 


You have been
granted an award under the Amended and Restated Alliance Partners Compensation
Plan (the “Plan”), as specified below:


 


Participant:


 


Amount of Award:


 


Date of Grant:            12/31/2004


 


In connection
with your award (the “Award”), you, Alliance Capital Management Holding L.P.(“Holding”)
and Alliance Capital Management L.P. (“Alliance”) agree as set forth in this
agreement (the “Agreement”).  The Plan
provides a description of the terms and conditions governing the Award.  If there is any inconsistency between the
terms of this Agreement and the terms of the Plan, the Plan’s terms completely
supersede and replace the conflicting terms of this Agreement.  All capitalized terms have the meanings given
them in the Plan, unless specifically stated otherwise in the Agreement.


 


You will be
asked to make an election with respect to the investment of your Award as
described in Section 3(b) of the Plan.  Once you have made this election in
accordance with the terms of the Plan and the election form, your Award will be
treated as invested in either restricted Units of Holding, or in one or more
designated money-market, debt or equity fund sponsored by Alliance or its
Affiliate in accordance with the terms of the Plan applicable to Post-2000
Awards.


 


It is
expressly understood that the Committee is authorized to administer, construe,
and make all determinations necessary or appropriate to the administration of
the Plan and this Agreement, all of which shall be binding upon you.  The Committee is under no obligation to treat
you or your award consistently with the treatment provided for other
participants in the Plan.


 


This Agreement
does not confer upon you any right to continuation of employment by a Company,
nor does this Agreement interfere in any way with a Company’s right to
terminate your employment at any time.


 


This Agreement
will be subject to all applicable laws, rules, and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.


 





















 


This Agreement
will be governed by, and construed in accordance with, the laws of the state of
New York (without regard to conflict of law provisions).


 


This Agreement
and the Plan constitute the entire understanding between you and the Companies
regarding this award.  Any prior
agreements, commitments or negotiations concerning this award are superseded.  This Agreement may be amended only by another
written agreement, signed by both parties.


 


BY SIGNING
BELOW, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE
PLAN.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed effective
as of 12/31/2004.


 


 


	
   

  	
  Alliance Capital Management L.P.

  
	
   

  	
  By: Alliance
  Capital Management

  Corporation, General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert
  H. Joseph, Jr.

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Signature

  
	
   

  	
   

  	
     Name: