Exhibit 10.03


    
      

    

    
      EXHIBIT
        10.03

    

     

    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:  

     

     

    In
      connection with your award (the “Award”), you, AllianceBernstein Holding
      L.P.(“Holding”) and AllianceBernstein 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 .

     

    

      
        	 	
                AllianceBernstein
                  L.P.

              
	 	
                By:
                  AllianceBernstein L.P., General Partner

              
	 	 	
                /s/
                  Robert H. Joseph, Jr.

              
	 	 	
                Signature

              


      

    

     

     

    
      	 	
              Participant

               

            
	 	 	 
	 	 	
              Signature

            
	 	 	
              Name: