Exhibit 10.06


    
      

    

    
      
        EXHIBIT
          10.06

      

       

      ALLIANCEBERNSTEIN
        L.P.

      FINANCIAL
        ADVISOR WEALTH ACCUMULATION PLAN

      


      INCENTIVE
        AWARD AGREEMENT

       

       

      THIS
        AGREEMENT,
        made as
        of the 1st day of December, 2006, by and between AllianceBernstein L.P.,
        a
        Delaware limited partnership (the “Company”), and (the
“Participant”).

       

      Preliminary
        Statement

       

      The
        Participant has been authorized to receive the following Incentive Award
        under
        the AllianceBernstein Financial Advisor Wealth Accumulation Plan (the “Plan”).
        Unless otherwise indicated, any capitalized term used but not defined herein
        shall have the meaning ascribed to such term in the Plan and the Administrative
        Guidelines attached hereto. A copy of the Plan has been delivered to the
        Participant. By signing and returning this Agreement, the Participant
        acknowledges having received and read a copy of the Plan and agrees to comply
        with it and this Agreement, the attached Administrative Guidelines and all
        applicable laws and regulations.

       

      Accordingly,
        the Company and the Participant agree as follows:

       

      1.    Incentive
        Award.
        Subject
        to the restrictions, terms and conditions of the Plan and this Agreement
        (including its attachments), the Company hereby awards an Incentive Award
        to the
        Participant of $. 

       

      2.    Vesting.
        

       

      (a)    Except
        as
        set forth in subsection (b) below, the Incentive Award shall become vested
        and
        cease to be forfeitable (but shall remain subject to the other terms of this
        Agreement) as follows if the Participant has been continuously employed by
        the
        Company or an Affiliate until such date:

       

      
        	
                VESTING
                  DATE

              	
                VESTED
                  PERCENTAGE

              
	 	 
	
                January
                  1, 2008

              	
                14.3%

              
	 	 
	
                January
                  1, 2009

              	
                14.3%

              
	 	 
	
                January
                  1, 2010

              	
                14.3%

              
	 	 
	
                January
                  1, 2011

              	
                14.3%

              
	 	 
	
                January
                  1, 2012

              	
                14.3%

              
	 	 
	
                January
                  1, 2013

              	
                14.3%

              
	 	 
	
                January
                  1, 2014

              	
                14.2%

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      There
        shall be no proportionate or partial vesting in the periods prior to the
        applicable vesting dates and all vesting shall occur only on the appropriate
        vesting date.

       

      (b)    Notwithstanding
        Paragraph (a), a Participant’s Incentive Benefit shall become immediately vested
        and cease to be forfeitable upon the Participant’s death or when the participant
        becomes Disabled or upon Termination
        of Employment by the Company without Cause.
        For
        purposes of this Section, “Cause” shall mean a termination of employment due to
        the Participant’s insubordination, dishonesty, fraud, moral turpitude,
        misconduct, refusal to perform his or her duties or responsibilities for
        any
        reason other than illness or incapacity or materially unsatisfactory performance
        of his or her duties for the Company or its Affiliates; the failure to remain
        licensed (to the extent required by applicable law) to perform his employment
        duties or the failure of the Participant to obtain all relevant licenses
        to
        perform such duties; the violation of any employment rules, policies or
        procedures of the Company (including internal compliance rules); an act or
        acts
        constituting a felony under the laws of the United States or any state thereof;
        or a violation of the federal or state securities laws. 

       

      3.    Forfeiture.
        If the
        Participant’s employment with the Company or any Affiliate is terminated for any
        reason, other than as described in Section 2(b) above, prior to becoming
        vested
        in accordance with Section 2(a) above, the Participant shall forfeit to the
        Company, without compensation, any and all unvested Incentive
        Benefits.

       

      4.    Replacement
        of Certain Eligible Revenues.
        If
        during the first year of participation in the Plan, the revenues
        from a single client relationship previously used to calculate the
        Eligible Revenues decrease due to net asset withdrawals of more than $25
        million, the Participant shall replace the lost assets in excess of $25 million
        with client assets from client relationships not previously used to
        calculate Eligible Revenues. If in any year of participation any client
        relationship whose revenues were used to calculate the Eligible Revenues is
        reassigned to another employee, the Participant shall replace
        the reassigned client relationships with relationships having equivalent
        revenues that were not previously used to calculate Eligible Revenues. The
        Company also shall have the right, in the foregoing circumstances, to deem
        revenues from other client relationships serviced by the Participant as
        Eligible Revenues.  The Company shall define client relationships in
        its sole discretion. 

       

      5.    Payment.
        The
        Participant may make an election using the form attached hereto to elect
        when
        and how his or her vested Incentive Benefits will be paid in lieu of the
        default
        payment method provided under the Plan.

       

      6.    Post-Termination
        Obligations.
        The
        Participant agrees that the Plan and the Incentive Award being made thereunder
        are in further consideration of the Participant’s confidentiality and
        non-solicitation obligations, which are set forth in Paragraphs 3, 4 and
        5 of
        the Participant’s employment agreement with AllianceBernstein L.P. Accordingly,
        Participant agrees that the provisions of those Paragraphs 3, 4 and 5 are
        incorporated in this Agreement by reference as if fully set forth. 

       

      
        
          
          

        

        
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      7.    Death.
        The
        Participant’s Beneficiary shall be the persons designated pursuant to the form
        attached hereto. The Participant may change his designation of beneficiary(ies)
        at any time prior to his death by submitting a new beneficiary form to the
        Company. 

       

      8.    Controlling
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without giving effect to conflict of law
        provisions.

       

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly executed as of the day
        and
        year first above written.

       

      
        	 	
                ALLIANCEBERNSTEIN
                  L.P.

              
	 	 	 
	 	 	 
	 	
                By

              	
                /s/
                  Robert H. Joseph, Jr.

              
	 	 	
                Officer

              
	 	 	 
	 	 	 


      

       

      
        
          
          

        

        
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      ALLIANCEBERNSTEIN
        L.P. 

      FINANCIAL
        ADVISOR WEALTH ACCUMULATION PLAN

      


      ELECTIVE
        DISTRIBUTION DATE & ELECTION DISTRIBUTION FORM

      ELECTION
        FORM

      
        
          

        

      

      


      The
        undersigned hereby elects under the AllianceBernstein L.P. Financial Advisor
        Wealth Accumulation Plan (the “Plan”) as follows:

      


      
        	
                1.

              	
                In
                  lieu of receiving my Incentive Benefits in accordance with Section
                  6.1 of
                  the Plan, I elect to receive (or commence receiving) my vested
                  Incentive
                  Benefits under the Plan on the following Elective Distribution
                  Date:

              


      

      


      
        	 	
                 ̈

              	
                As
                  soon as administratively possible following my Separation of Service,
                  as
                  defined in the Plan.

              


      

      


      
        	 	
                 ̈

              	
                January
                  31,
                  20____
                  (this date must be later than date on which the Incentive Benefits
                  will
                  become 100% vested under
                  Agreement).

              


      

      


      
        	
                2.

              	
                In
                  lieu of receiving my Incentive Benefits in accordance with Section
                  6.1 of
                  the Plan, I elect to
                  receive my Incentive Benefits under the Plan in the following Elective
                  Distribution Form:

              


      

      


      
        	 	
                 ̈

              	
                Substantially
                  equal annual installments paid over a period of _____ years (not
                  exceeding
                  10 years).

              


      

      


      
        	 	
                 ̈

              	
                A
                  single lump sum.

              


      

      


       

      These
        elections, upon becoming effective, shall revoke and supersede all prior
        elections.


      
        	
                 

              	 	 	
                 

              	 
	
                Signature
                  of 

              	 	 	 	 
	
                Participant: 

              	 	 	
                 Date:
                  

              	 


      

       

      
        
          
          

        

        
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      ALLIANCEBERNSTEIN
        L.P. 

      FINANCIAL
        ADVISOR WEALTH ACCUMULATION PLAN

      


      ADMINISTRATIVE
        GUIDELINES

      _____________________________

       

      Plan
        Eligibility 

      


      Individuals
        who have completed eight years of service as a Financial Advisor, have $500
        million or more in assets under management, and service no more than 150
        eligible client relationships, as defined by the firm, at the time of any
        Incentive Award may be selected by the firm to participate in the
        AllianceBernstein L.P. Financial Advisor Wealth Accumulation Plan (the “Plan”).
        Unless otherwise indicated, any capitalized term used but not defined herein
        shall have the meaning ascribed to such term in the Plan and the Award
        Agreement.

      


      Participation
        Is Not Mandatory

      


      After
        being selected, each eligible Financial Advisor may choose whether or not
        to
        participate.

      


      Participation
        Deadlines

      


      A
        Financial Adviser selected by the firm to participate in the Plan will have
        30
        days from the notification of his or her selection to accept an Incentive
        Award,
        but in all cases must accept the Incentive Award by December 31 prior to
        the
        first year of participation. Each Financial Advisor should analyze his or
        her
        own circumstances when deciding to participate in the Plan. Incentive Awards
        are
        granted as of January 1 of each year. Financial Advisors will be notified
        of
        their selection annually. 

      


      Determining
        the Amount of the Incentive Award

      


      The
        amount of an Incentive Award is based upon the Financial Advisor’s Eligible
        Revenues, which are selected from the new account and base servicing revenue
        for
        the trailing four calendar quarters prior to the Incentive Award attributable
        to
        eligible client relationships serviced by the Advisor. Seven percent (7%)
        of the
        Eligible Revenues are multiplied by the number of years the Financial Advisor
        elects to be a participant in the Plan. The minimum term of participation
        is
        five years and the maximum is seven years. An Incentive Award equal to the
        resulting amount will be granted and recorded as a book entry in a Plan account
        on behalf of the Financial Advisor. 

      


      The
        Company determines, in its sole discretion, which revenues are Eligible
        Revenues. Accounts on which Base Level Servicing revenue is shared among
        two or
        more Financial Advisors do not produce Eligible Revenues and may not be included
        in the calculation of any Incentive Award. 


      
        
          
          

        

        
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      Investment
        of the Incentive Award

      


      Investment
        returns on the Incentive Award will be measured pursuant to the participating
        Financial Advisor’s elections in a selected family of investment products. The
        Financial Advisor will have the ability to change his or her investment
        measurement allocation with a frequency consistent with firm policies. However,
        any investment election in AllianceBernstein Holding Units cannot be changed
        after such election, and investment elections in Hedge Fund products must
        meet
        minimum investment requirements and other applicable qualifications, and
        abide
        by the Hedge Fund rules for withdrawals.

      


      Available
        Investment Elections

      


      
        	 	
                ·

              	
                AllianceBernstein
                  Holding Units

              


      

      
        	 	
                ·

              	
                AllianceBernstein
                  Small Cap Growth Portfolio

              


      

      
        	 	
                ·

              	
                AllianceBernstein
                  Small/Mid-Cap Value Fund

              


      

      
        	 	
                ·

              	
                AllianceBernstein
                  Real Estate Investment Fund

              


      

      
        	 	
                ·

              	
                Federated
                  Prime Obligation Fund

              


      

      
        	 	
                ·

              	
                Bernstein
                  Strategic Value Portfolio

              


      

      
        	 	
                ·

              	
                Bernstein
                  Strategic Growth Portfolio

              


      

      
        	 	
                ·

              	
                Bernstein
                  International Portfolio

              


      

      
        	 	
                ·

              	
                Bernstein
                  Emerging Markets Fund

              


      

      
        	 	
                ·

              	
                Bernstein
                  Intermediate Duration Fund

              


      

      
        	 	
                ·

              	
                Bernstein
                  Short Duration Fund

              


      

      
        	 	
                ·

              	
                AllianceBernstein
                  Global Style Blend DBT

              


      

      
        	 	
                ·

              	
                Bernstein
                  Advanced Value Hedge Fund

              


      

      
        	 	
                ·

              	
                Bernstein
                  Global Opportunities Hedge Fund

              


      

      
        	 	
                ·

              	
                Bernstein
                  Global Diversified Hedge Fund

              


      

      
        	 	
                ·

              	
                AllianceBernstein
                  Global Diversified Strategies L.P. Hedge Fund
                  A

              


      

      
        	 	
                ·

              	
                AllianceBernstein
                  Global Diversified Strategies L.P. Hedge Fund
                  B

              


      

      
        	 	
                ·

              	
                Bernstein
                  Multi-Strategy Fixed Income Hedge
                  Fund

              


      

      


      


      Incentive
        Award Vesting Schedule

      


      Each
        Incentive Award will vest annually on January 1 on a pro-rata basis in equal
        installments over the term of the Incentive Award. All Incentive Awards shall
        vest immediately, however, upon the participant’s death or if the participant
        becomes Disabled as defined by the Plan. If the participant’s employment is
        terminated for any reason other than those set forth in the Award Agreement,
        any
        portion of the award that has not vested will be forfeited.

      


      Incentive
        Award Distributions

      


      The
        vested portion of the Incentive Award will be paid in cash, except portions
        elected to be invested in AllianceBernstein Holding Units, which will be
        paid in
        Holding Units. Payments will be made in the first calendar quarter following
        the
        end of the third year and annually thereafter. Subject
        to the following paragraph, the Financial Advisor may also elect, at the
        time of
        the Incentive Award, to defer payments, once 100% vested, until termination
        of
        their employment or some date certain in the future. Additionally, they may
        elect to receive annual payments over an extended period of up to 10 years.
        Further deferrals are available as described in the plan document.



      
        
          
          

        

        
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      Any
        change in either the Elective Distribution Date or form of the distribution
        requires the Financial Advisor to elect a new distribution date that is no
        earlier than the fifth anniversary of the Participant’s previous Elective
        Distribution Date (regardless of whether the Participant’s new election was
        solely to change the Elective Distribution Form). Any change in the Elective
        Distribution Date must be made at least twelve months prior to the Elective
        Distribution Date that is changing. 

      


      Effect
        of Plan Participation on Commissions

      


      The
        future Base Level Servicing commissions on client relationships used in the
        Eligible Revenues calculation will be 3% of Base Servicing Revenue for the
        period of the award. Upon acceptance of an Incentive Award, Base Level Servicing
        provisions in the Advisor’s employment agreement will be superceded by the
        foregoing sentence.

      


      New
        accounts which are opened in the same tax relationship as accounts whose
        revenue
        was included in Eligible Revenues will be considered as additions to existing
        accounts and will receive a Base Level Servicing commission of 3% on those
        revenues during the vesting period. New accounts which are also new tax
        relationships will receive a Base Level Servicing payout in accordance with
        the
        compensation schedule attached to the Advisor’s employment contract, as amended
        from time to time. Full Production Bonus will be paid on all New Accounts
        regardless of when the tax relationship was established.  

      


      Adjustments
        To Incentive Awards

      


      Subject
        to the following paragraph, the firm bears the risk of poor markets or excessive
        negative cash flow as it relates to the Incentive Award amount. Accordingly,
        there is no downward adjustment to the Incentive Award due to those reasons.
        There also is no upward adjustment to the Award in those periods when net
        asset
        growth is positive.

      


      If
        during
        a Participant’s first year of participation in the Plan, the revenues
        from a single client relationship previously used to calculate the
        Eligible Revenues decrease due to net asset withdrawals of more than $25
        million, the Participant shall replace the lost assets in excess of $25 million
        with client assets from client relationships not previously used to
        calculate Eligible Revenues. If in any year of participation any client
        relationship whose revenues were used to calculate the Eligible Revenues is
        reassigned to another employee, the Participant shall replace
        the reassigned client relationships with relationships having equivalent
        revenues that were not previously used to calculate Eligible Revenues. The
        Company also shall have the right, in such circumstances, to deem revenues
        from
        other client relationships serviced by the Participant as Eligible
        Revenues.  The Company shall define client relationships in its sole
        discretion. 

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      The
        Base
        Level Servicing payout on accounts used to replace Eligible Revenues will
        be
        paid at the 3% rate set forth above. 

       

      Plan
        Adminsitration

      


      The
        Newport Group initially will administer the recordkeeping for the plan and
        provide monthly statements to each participant. Account access will be available
        via the internet at any time, and changes in investment elections may be
        initiated through www.plandestination.com.
        The firm
        will inform you of any change of plan administrator.

       

       

    

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