Exhibit 10.05


    
      

    

    
      
        EXHIBIT
          10.05

      

       

      AWARD
        AGREEMENT

      


      UNDER
        THE ALLIANCE

      COMMISSION
        SUBSTITUTION PLAN

      


      You
        have
        been granted an Award under the Alliance Commission Substitution Plan (the
        “Plan”), as specified below:

      


      Participant
        (“you”):    

      


      Projected
        Amount of Award: 

      


      Date
        of
        Grant:    

      


      In
        connection with your grant of the Award, you and the Company 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 this Agreement. 

      


      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. It is further
        expressly understood and agreed by you that:

      


      (a)    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.

      


      (b)    This
        Agreement will be subject to all applicable laws, rules, and
        regulations.

      


      (c)    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).

      


      (d)    This
        Agreement and the Plan constitute the entire understanding between you and
        the
        Company 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        concerning this Award are superseded.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.


      
        
          
          

        

        
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      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 December 31, 2006.

      


      
        	 	
                AllianceBernstein
                  L.P.

              
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Robert H. Joseph, Jr.

              
	 	
                Name:
                  Robert H Joseph, Jr.

              
	 	
                Title:
                  CFO, Senior Vice President

              
	 	 	 
	 	 	 
	 	
                Participant

              
	 	 	 
	 	 	 
	 	
                Name:
                  

              


      

       

      
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