Exhibit 10.01


    
      

    

    
      EXHIBIT
        10.01

       

      AMENDED
        AND RESTATED

      ALLIANCEBERNSTEIN
        PARTNERS
        COMPENSATION PLAN

       

      As
        Amended and Restated Effective as of January
        26, 2007

       

      AllianceBernstein
        Holding L.P. (together with any successor to all or substantially all of
        its
        business and assets, “Holding”)
        and
        its successor and affiliate AllianceBernstein L.P. (together with any successor
        to all or substantially all of its business and assets, “AllianceBernstein”)
        have
        established this Amended and Restated AllianceBernstein Partners Compensation
        Plan (the “Plan”)
        to (i)
        create a compensation program to attract and retain eligible employees expected
        to make a significant contribution to the future growth and success of Holding
        and AllianceBernstein, including their respective subsidiaries and (ii) foster
        the long-term commitment of these employees through the accumulation of capital
        and increased ownership of equity interests in Holding.

       

      The
        right
        to defer Awards hereunder shall be considered a separate plan within the
        Plan.
        Such separate plan shall be referred to as the “APCP
        Deferral Plan.”
The
        APCP Deferral Plan is maintained primarily for the purpose of providing deferred
        compensation to a select group of management or highly compensated employees
        (a
“Top
        Hat Employee”).
        No
        one who is not a Top Hat Employee may defer compensation under the APCP Deferral
        Plan. 

       

      The
        Plan
        was amended and restated effective as of January 1, 2005 to clarify and reflect
        administrative practices and to comply in good faith with Section 409A of
        the
        Internal Revenue Code (the “Code”)
        and
        the guidance issued thereunder (“Section
        409A”).
        Any
        deferral or payment hereunder is subject to the terms of the Plan and compliance
        with Section 409A, as interpreted by the Committee in its sole discretion.
        Notwithstanding the foregoing or anything else herein, none of
        AllianceBernstein, Holding, any Affiliate, the Committee nor any of their
        agents
        shall have any liability to any Participant or Beneficiary as a result of
        any
        tax, interest, penalty or other payment required to be paid or due pursuant
        to,
        or because of a violation of, Section 409A.

       

      ARTICLE
        1

      DEFINITIONS

       

      Section
        1.01  Definitions.
        Whenever used in the Plan, each of the following terms shall have the meaning
        for that term set forth below:

       

      (a)   “Account”
means
        a
        separate bookkeeping account established for each Participant for each Award,
        with such Award, as described in Article 2, credited to the Account maintained
        for such Award together with Earnings credited thereon.

       

      (b)   “Affiliate”
means
        (i) any entity that, directly or indirectly, is controlled by AllianceBernstein
        and (ii) any entity in which AllianceBernstein has a significant equity
        interest, in either case as determined by the Board or, if so authorized
        by the
        Board, the Committee.

       

      (c)   “Approved
        Fund”
means
        any money-market, debt or equity fund designated by the Committee from time
        to
        time as an Approved Fund.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (d)   “Award”
means
        any Pre-1999 Award, 1999-2000 Award or Post-2000 Award.

       

      (e)   “Beneficiary”
means
        one or more Persons, trusts, estates or other entities, designated in accordance
        with Section 8.04(a), that are entitled to receive, in the event of a
        Participant’s death, any amount or property to which the Participant would
        otherwise have been entitled under the Plan.

       

      (f)   “Beneficiary
        Designation Form”
means
        the form established from time to time by the Committee that a Participant
        completes, signs and returns to the Committee to designate one or more
        Beneficiaries.

       

      (g)   “Board”
means
        the Board of Directors of the general partner of Holding and
        AllianceBernstein.

       

      (h)   “Code”
means
        the Internal Revenue Code of 1986, as amended from time to time.

       

      (i)   “Committee”
means
        the Board or one or more committees of the Board designated by the Board
        to
        administer the Plan.

       

      (j)   “Company”
means
        Holding, AllianceBernstein and any corporation or other entity of which Holding
        or AllianceBernstein (i) has sufficient voting power (not depending on the
        happening of a contingency) to elect at least a majority of its board of
        directors or other governing body, as the case may be, or (ii) otherwise
        has the
        power to direct or cause the direction of its management and
        policies.

       

      (k)   “Deferral
        Election Form”
means
        the form(s) established from time to time by the Committee that a Participant
        completes, signs and returns to the Committee to elect to defer the distribution
        of an Award, including Earnings thereon, pursuant to Article 5.

       

      (l)   “Disability”
means,
        with respect to a Participant, a good faith determination by the Committee
        that
        the Participant is physically or mentally incapacitated and has been unable
        for
        a period of six consecutive months to perform, with or without reasonable
        accommodation, substantially all of the duties for which the Participant
        was
        responsible immediately before the commencement of the incapacity. In order
        to
        assist the Committee in making such a determination and as reasonably requested
        by the Committee, a Participant will (i) make himself or herself available
        for
        medical examination by one or more physicians chosen by the Committee and
        approved by the Participant, whose approval shall not be unreasonably withheld,
        (ii) grant the Committee and any such physicians access to all relevant medical
        information relating to the Participant, (iii) arrange to furnish copies
        of
        medical records to the Committee and such physicians, and (iv) use his or
        her
        best efforts to cause the Participant’s own physicians to be available to
        discuss the Participant’s health with the Committee and its chosen
        physicians.

       

      (m)   “Earnings”
on
        any
        Account during any period means the amounts of gain or loss that would have
        been
        incurred with respect to such period if an amount equal to the balance of
        such
        Account at the beginning of such period had been actually invested in accordance
        with a Participant’s investment direction.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
         

      

      (n)   “Effective
        Date”
of
        an
        Award means December 31 of the calendar year for which the Award is initially
        granted under the Plan.

       

      (o)   “Eligible
        Employee”
        means,
        for any calendar year commencing on and after January 1, 2005, an active
        employee of a Company whom the Committee determines to be eligible for an
        Award.
        Notwithstanding the foregoing, no Eligible Employee whose Total Compensation
        for
        a calendar year is less than such amount, if any, as established by the
        Committee in writing shall be eligible to participate in the APCP Plan for
        that
        calendar year and any advance deferral election made by such Eligible Employee
        is made on the condition that such Eligible Employee satisfies the Total
        Compensation requirement and, if not, such deferral election shall be null
        and
        void ab
        initio.

       

      (p)   “ERISA”
means
        the Employee Retirement Income Security Act of 1974, as amended from time
        to
        time.

       

      (q)   “Fair
        Market Value”
means,
        with respect to a Holding Unit as of any given date and except as otherwise
        expressly provided by the Board or the Committee, the closing price of a
        Holding
        Unit on such date as published in the Wall Street Journal or, if no sale
        of
        Holding Units occurs on the New York Stock Exchange on such date, the closing
        price of a Holding Unit on such Exchange on the last preceding day on which
        such
        sale occurred as published in the Wall Street Journal.

       

      (r)   “Holding
        Units”
means
        units representing assignments of beneficial ownership of limited partnership
        interests in Holding.

       

      (s)   “Investment
        Election Form”
means
        the form established from time to time by the Committee that a Participant
        completes, signs and returns to the Committee to designate the percentage
        of
        such Award to be treated as notionally invested in Restricted Units or Approved
        Funds, pursuant to Section 2.03.

       

      (t)   “1999-2000
        Award”
means
        any Award granted hereunder with respect to calendar years 1999 or 2000,
        as
        applicable. Special rules for 1999-2000 Awards are provided in Article 7.
        

       

      (u)   “Option”
        means an option to buy Holding Units.

       

      (v)   “Participant”
means
        any Eligible Employee of any Company who has been designated by the Committee
        to
        receive an Award for any calendar year and who thereafter remains employed
        by a
        Company.

       

      (w)   “Person”
means
        any individual, corporation, partnership, association, joint-stock company,
        trust, unincorporated organization, government or political subdivision thereof
        or other entity.

       

      (x)   “Plan”
means
        the Amended and Restated AllianceBernstein Partners Compensation Plan, as
        set
        forth herein and as amended from time to time.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
         

      

      (y)   “Post-2000
        Award”
means
        any Award granted hereunder with respect to calendar years beginning after
        December 31, 2000.

       

      (z)   “Pre-1999
        Award”
means
        any Award granted hereunder with respect to calendar years beginning before
        January 1, 1999. Special rules for Pre-1999 Awards are provided in Article
        6.


       

      (aa)   “Restricted
        Unit”
means
        a
        right to receive a Holding Unit in the future, as accounted for in an Account,
        subject to vesting and any other terms and conditions established hereunder
        or
        by the Committee.

       

      (bb)   “Retirement”
with
        respect to a Participant means that the employment of the Participant with
        the
        Company has terminated either (i) on or after the Participant’s attaining age
        65, or (ii) on or after the Participant’s attaining age 55 at a time when the
        sum of the Participant’s age and aggregate full calendar years of service with
        the Company, including service prior to April 21, 1988 with the corporation
        then
        named Alliance Capital Management Corporation, equals or exceeds 70.


       

      (cc)   “Special
        Program”
        means
        the granting of permission to certain eligible employees of the Company to
        allocate a portion of their Awards to Options.

       

      (dd)   “Termination
        of Employment”
means
        that the Participant involved is no longer performing services as an employee
        of
        any Company other than pursuant to a severance or special termination
        arrangement.

       

      (ee)   “Total
        Compensation”
for
        a
        calendar year means base salary paid during such calendar year, bonus paid
        for
        such calendar year even if paid after the end of such calendar year or deferred,
        commissions paid during such calendar year and the Award for such calendar
        year.

       

      (ff)   “Unforeseeable
        Emergency”
means
        a
        severe financial hardship to a Participant or former Participant within the
        meaning of Code Section 409A resulting from (i) an illness or accident of
        the
        Participant or former Participant, the spouse of the Participant or former
        Participant, or a dependent (as defined in Section 152(a) of the Code) of
        the
        Participant or former Participant, (ii) loss of property of the Participant
        or
        former Participant due to casualty or (iii) other similar extraordinary and
        unforeseeable circumstances arising as a result of events beyond the control
        of
        the Participant or former Participant, all as determined in the sole discretion
        of the Committee.

       

      (gg)   “Vesting
        Period”
means
        the applicable vesting period with respect to an Award, as provided for in
        Section 3.01(a). 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
         

      

      ARTICLE
        2

      PARTICIPATION

       

      Section
        2.01  Eligibility.
        The
        Committee, in its sole discretion, will designate those Eligible Employees
        employed by a Company who will receive Awards with respect to a calendar
        year.
        In making such designation, the Committee may consider any criteria that
        it
        deems relevant, which may include an Eligible Employee’s position with a Company
        and the manner in which the Eligible Employee is expected to contribute to
        the
        future growth and success of the Company. The Committee may vary the amount
        of
        Awards to a particular Participant from year to year and may determine that
        a
        Participant who received an Award to a particular year is not eligible to
        receive any Award with respect to any subsequent year. An Eligible Employee
        who
        is a member of the Committee during a particular year shall be eligible to
        receive an Award for that year only if the Award is approved by the majority
        of
        the other members of the Committee.

       

      Section
        2.02  Grant
        of Awards.
        The
        nominal amount of an Award will be determined by the Committee in its sole
        and
        absolute discretion, and such amount will be credited to the Participant’s
        Account as of the Effective Date for such Award. An Award, including Earnings
        thereon, vests in accordance with the terms of Article 3, and any such vested
        Award will be subject to the rules on distributions and deferral elections
        under
        Articles 4 and 5, respectively. 

       

      Section
        2.03  Investment
        Elections.
        Each
        Participant shall submit, in accordance with deadlines and procedures
        established from time to time by the Committee, an Investment Election Form
        with
        respect to each Award. Such Investment Election Form shall designate that
        percentage of such Participant’s Award which shall be treated for purposes of
        the Plan as (a)
        notionally
        invested in (i) Restricted Units and (ii) each of the Approved Funds, and
        (b)
        invested in Options through the Special Program. The Committee in its sole
        discretion may, but shall not be obligated to, permit each Participant to
        reallocate notional investments in each Account among Restricted Units and
        the
        various Approved Funds or just among the Approved Funds, subject to, without
        limitation, restrictions as to the frequency with which such reallocations
        may
        be made. The Committee may determine for each calendar year a minimum percentage
        and a maximum percentage of each Award that may be treated as notionally
        invested in Restricted Units and each Approved Fund. The Committee may also
        determine for each calendar year a minimum and a maximum percentage of each
        Award that may be allocated to Options. As soon as reasonably practicable
        after
        the end of each calendar year, a statement shall be provided to each such
        Participant indicating the current balance in each Account maintained for
        the
        Participant as of the end of the calendar year, and the amounts in such Account
        notionally allocated to Restricted Units and each of the Approved Funds,
        and the
        amount in such Account allocated to Options. 

       

      Section
        2.04  Earnings
        on an Account.
        

       

      (a)   Each
        Award for which an Investment Election Form has been validly submitted shall
        be
        credited to a separate Account in the proportions set forth in such Investment
        Election Form or as directed by the Committee. The amount of such Account
        shall
        be treated as notionally invested in Restricted Units or Approved Funds,
        as
        applicable, as of a date determined by the Committee (the “Earnings
        Date”),
        which
        shall be no later than forty-five days after the Effective Date. Notwithstanding
        Sections 2.05 and 2.06, Earnings will be credited or debited, as applicable,
        beginning from the Earnings Date but will not be credited or debited for
        any
        period prior to the Earnings Date. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
         

      

      (b)   Not
        less
        frequently than as of the end of each calendar year following the year during
        which an Account is established in connection with an Award, each Account
        maintained under the Plan will be credited or debited, as applicable, with
        the
        amount, if any, necessary to reflect Earnings as of that date. 

       

      Section
        2.05  Awards
        Invested in Approved Funds.
        

       

      (a)   To
        the
        extent the Committee or an Investment Election Form validly directs the notional
        investment of all or a part of any Award in Approved Funds, that portion
        of such
        Award so designated shall, as of a date determined by the Committee, be treated
        as notionally invested in such Approved Funds. If a cash dividend or other
        cash
        distribution is made with respect to Approved Funds, as of a date determined
        and
        as calculated by the Committee in its sole discretion, a Participant whose
        Account is notionally invested in Approved Funds (whether vested or unvested)
        will have such notional investment increased by an amount equal to the cash
        dividend or other cash distribution that would have been due on the Account
        had
        there actually been an investment in Approved Funds. Such increase shall
        be
        proportionately allocated by the Committee in its sole discretion between
        Approved Funds, as applicable, and such increase shall be vested at all times.
        

       

      (b)   To
        the
        extent any Approved Fund is terminated, liquidated, merged with another fund
        or
        experiences a major change in investment strategy or other extraordinary
        event,
        the Committee may, if so authorized by the Board, in such manner as it may
        in
        its sole discretion deem equitable, reallocate or otherwise adjust the amount
        of
        any Account under this Article 2 to reflect the occurrence of such
        event.

       

      Section
        2.06  Awards
        Invested in Restricted Units.
        

       

      (a)   To
        the
        extent the Committee or an Investment Election Form validly directs the notional
        investment of all or part of any Award in Restricted Units, that portion
        of such
        Award so designated shall, as of a date and based on a Fair Market Value
        of a
        Holding Unit as determined by the Committee and pursuant to procedures
        established by the Committee from time to time, be converted into a whole
        number
        of Restricted Units. From and after the date of such conversion, that portion
        of
        an Award which has been validly made to notionally invest in Restricted Units
        shall be denominated, and shall thereafter be treated for all purposes as,
        a
        grant of that number of Restricted Units determined pursuant to the preceding
        sentence. 

       

      (b)   If
        a cash
        dividend or other cash distribution is made with respect to Holding Units,
        as
        soon as administratively practicable thereafter, a distribution will be made
        to
        a Participant whose Account is credited with Restricted Units (whether vested
        or
        unvested) in an amount (the “Equivalent
        Distribution Amount”)
        equal
        to the number of such Restricted Units credited to the Participant’s Account,
        times the value of the cash dividend or other cash distribution per Holding
        Unit; provided,
        however,
        if a
        Participant defers distribution of his Award under Article 5, the Equivalent
        Distribution Amount will be converted at such time or times and in accordance
        with such procedures as shall be established by the Committee, into vested
        Restricted Units based on the Fair Market Value of a Holding Unit as determined
        by the Committee, and such converted benefit shall be distributed in accordance
        with Sections 4.03 and 4.04. 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
         

      

      (c)   Fractional
        unit amounts remaining after conversion under this Section 2.06 may be used
        for
        any purposes for the benefit of the Participant as determined by the Committee
        in its sole discretion, including but not limited to the payment of taxes
        with
        respect to an Award or deposit in the Approved Funds.

       

      (d)   In
        the
        event that the Committee determines that any distribution (whether in the
        form
        of cash, limited partnership interests, other securities, or other property),
        recapitalization (including, without limitation, any subdivision or combination
        of limited partnership interests), reorganization, consolidation, combination,
        repurchase, or exchange of limited partnership interests or other securities
        of
        Holding, issuance of warrants or other rights to purchase limited partnership
        interests or other securities of Holding, any incorporation of Holding, or
        other
        similar transaction or events affects Holding Units such that an adjustment
        is
        determined by the Committee to be appropriate in order to prevent dilution
        or
        enlargement of the benefits or potential benefits intended to be made available
        under the Plan, then the Committee may, if so authorized by the Board, in
        such
        manner as it may deem equitable, adjust the number of Restricted Units or
        securities of Holding (or number and kind of other securities) subject to
        outstanding Awards, or, if deemed appropriate, make provision for a cash
        payment
        to the holder of an outstanding Award.

       

      Section
        2.07  Awards
        Invested in Options

       

      (a)   To
        the
        extent the Committee or an Investment Election Form validly directs the
        investment of all or part of any Award in Options, that portion of such Award
        so
        designated shall, as of a date and as determined by the Committee, be used
        to
        purchase Options having a value calculated in accordance with Black-Scholes
        methodology (“Initial
        Award”).
        From
        and after the date of such conversion, that portion of an Award which has
        been
        validly made to invest in Options shall be denominated, and shall thereafter
        be
        treated for all purposes as, a grant of that number of Options determined
        pursuant to the preceding sentence. 

       

      (b)   To
        the
        extent an Award is validly invested in Options under the Special Program,
        the
        Committee may authorize an additional award to a Participant, which may be
        based
        on such Participant’s Initial Award (“Match”).

       

      ARTICLE
        3

      VESTING,
        EXPIRATIONAND
        FORFEITURES

       

      Section
        3.01  General.

       

      (a)   Subject
        to Section 3.01(b) below, an Award, including Earnings thereon, shall vest
        in
        equal annual installments during the vesting period (the “Vesting
        Period”)
        specified below, as applicable, with respect to each such Award, with the
        first
        such installment vesting on the first anniversary of the date determined
        for
        this purpose by the Committee in connection with such Award (the “Grant
        Date”),
        and
        the remaining installments vesting on subsequent anniversaries of the Grant
        Date, provided in each case that the Participant is employed by a Company
        on
        such anniversary. For purposes of this Plan, the “vesting”
of
        a
        Restricted Unit shall mean the lapsing of the restrictions thereon with respect
        to such Restricted Unit. For purposes of this Plan and the Special Program,
        the
“vesting”
of
        Options shall mean the percentage of Holding Units subject to the Options
        with
        respect to which the Options may be exercised by the Participant. 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
         

      

      (i)   Each
        Post-2000 Award, including Earnings thereon, but not including any portion
        of a
        Post-2000 Award invested in Options, shall vest as set forth in the following
        table, based on the Participant’s age as of the Effective Date with respect to
        such Award, unless the Committee in its sole discretion determines that an
        alternative Vesting Period should apply with respect to any Post-2000 Award,
        notwithstanding such table: 

      


      
        	
                Age
                  of Participant

                As
                  of Effective Date

              	
                Vesting
                  Period

              
	 	 
	
                Up
                  to and including 61

              	
                4
                  years

              
	
                62

              	
                3
                  years

              
	
                63

              	
                2
                  years

              
	
                64

              	
                1
                  year

              
	
                65
                  or older

              	
                Fully
                  vested at grant

              


      

       

       

      (ii)   The
        portion of each Post-2000 Award that is invested in Options shall vest and
        expire as set forth in the following tables, unless the Committee, in its
        sole
        discretion, determines that an alternative Vesting Period or expiration date
        should apply with respect to such portion of any Post-2000 Award,
        notwithstanding such tables:

      

        
          	
                  Options

                	
                  Vesting
                    Period

                
	 	 
	
                  Initial
                    Award

                	
                  5
                    years (20% in each year)

                
	
                  Match

                	
                  10
                    years (20% in each of years 6 through
                    10)

                


        

         

        


        
          	
                  Options

                	
                  Expiration
                    Date

                
	 	 
	
                  Initial
                    Award

                	
                  10
                    years from grant date

                
	
                  Match

                	
                  11
                    years from grant date

                


        

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

       

      (iii)   Each
        1999-2000 Award, including Earnings thereon, shall vest as set forth in the
        following table, based on the Participant’s age as of the Effective Date with
        respect to such Award: 

       

      
        	
                Age
                  of Participant as of

                Effective
                  Date

              	
                 

                Vesting
                  Period

              
	 	 
	
                Up
                  to and including 47

              	
                8
                  years

              
	
                48

              	
                7
                  years

              
	
                49

              	
                6
                  years

              
	
                50-57

              	
                5
                  years

              
	
                58

              	
                4
                  years

              
	
                59

              	
                3
                  years

              
	
                60

              	
                2
                  years

              
	
                61

              	
                1
                  year

              
	
                62
                  or older

              	
                Fully
                  vested at grant

              


      

       

      (iv)   The
        Vesting Period of each Pre-1999 Award made for 1995, including Earnings thereon,
        is three years. The Vesting Period of each Pre-1999 Award made for a calendar
        year after 1995, including Earnings thereon, is eight years. 

       

      (b)   The
        unvested portion of any Award held by such Participant shall become 100%
        vested
        upon a Participant’s Termination of Employment due to death or Disability, and
        with respect to a Pre-1999 Award only, upon a Participant’s Termination of
        Employment due to Retirement.

       

      Section
        3.02  Forfeitures.
        A
        Participant shall forfeit the balance of any Account maintained for him or
        her
        which has not been vested in accordance with the applicable Vesting Period
        of
        Section 3.01 on the effective date of the Participant’s Termination of
        Employment for any reason other than death, Disability, and, only with respect
        to a Pre-1999 Award, the Participant’s Termination of Employment due to
        Retirement; provided,
        however,
        that,
        the Committee may determine, in its sole discretion, and only if a Participant
        executes a release of liability in favor of the Company in a form approved
        by
        the Committee and satisfies such other conditions as established by the
        Committee, that such Participant who would otherwise forfeit all or part
        of his
        Account following a Termination of Employment will nonetheless continue to
        vest
        in the balance of such Account following his Termination of Employment at
        the
        same time(s) that such balance would have otherwise vested under Section
        3.01(a). 

       

      ARTICLE
        4

      DISTRIBUTIONS

       

      Section
        4.01  General.
        Subject
        to Section 2.06(b), no Award will be distributed unless such distribution
        is
        permitted under this Article 4. The payment of the vested portion of an Award,
        including Earnings thereon, shall be treated as drawn proportionately from
        the
        investment alternative(s) in effect as of the relevant payment date. Any
        such
        payment shall be made in Holding Units to the extent such payment is
        attributable to an Award notionally invested in Restricted Units. Any portion
        of
        an Award, including Earnings thereon, that is not vested will not be distributed
        hereunder.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Section
        4.02  Distributions
        If Deferral Election Is Not In Effect.

       

      (a)   Unless
        a
        Participant elects otherwise on a Deferral Election Form under Sections 5.01
        or
        5.02 (if such election is permitted by the Committee), a Participant who
        has not
        had a Termination of Employment will have the vested portion of his Award,
        including Earnings thereon, distributed to him annually in the form of a
        lump
        sum as soon as administratively practicable after such portion vests under
        the
        applicable Vesting Period of Section 3.01.

       

      (b)   Subject
        to Section 4.04, unless a Participant elects otherwise on a Deferral Election
        Form under Sections 5.01 or 5.02 (if such election is permitted by the
        Committee), a Participant who has had a Termination of Employment will have
        the
        balance of any vested Award not paid under Section 4.02(a), including Earnings
        thereon, distributed to him as follows: 

       

      (i)   In
        the
        event of a Participant’s Termination of Employment due to the Participant’s
        death, such distribution will be made to the Participant’s Beneficiary in a
        single lump sum payment.

       

      (ii)   In
        the
        event of a Participant’s Termination of Employment due to the Participant’s
        Disability or, with respect to Pre-1999 Awards, Retirement, such distribution
        will be made to the Participant in a single lump sum payment as soon as
        administratively practicable following the six month anniversary of any such
        Termination of Employment, as applicable. 

       

      (iii)   In
        the
        event that the Committee determines in its sole discretion under Section
        3.02
        that a Participant shall continue to vest following his Termination of
        Employment, payments with respect to the Award, including Earnings thereon,
        will
        be made as the balance vests; provided, however, that such payments may not
        commence prior to the six month anniversary of such Termination of Employment.
        

       

      Section
        4.03  Distributions
        If Deferral Election Is In Effect.

       

      (a)   Subject
        to Sections 4.03(b) and 4.04, in the event that a deferral election is in
        effect
        with respect to a Participant pursuant to Sections 5.01 or 5.02 and the
        Participant has a Termination of Employment for any reason other than death
        or
        Disability, the vested portion of such Participant’s Award, including Earnings
        thereon, will be distributed to him as soon as administratively practicable
        following the benefit commencement date specified on such Deferral Election
        Form
        and in the form of payment elected on such form.

       

      (b)   Subject
        to Section 4.04, in the event that a Deferral Election Form is in effect
        with
        respect to a Participant pursuant to Sections 5.01 or 5.02 and such Participant
        subsequently has a Termination of Employment due to death or Disability,
        the
        elections made by such Participant on his Deferral Election Form shall be
        disregarded, and the vested portion of such Participant’s Award, including
        Earnings thereon, will be distributed to him as soon as administratively
        practicable following such Termination of Employment in a single lump sum
        payment; provided,
        however,
        that
        with respect to a Termination of Employment due to Disability, no such
        distribution may be made before the date which is 6 months after such
        Termination of Employment.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Section
        4.04  Payment
        Following Death. Notwithstanding
        Sections 4.02 and 4.03 to the contrary, in the event of the death of a
        Participant or a former Participant, any undistributed portion of such
        individual’s vested Award, including Earnings thereon, will be distributed to
        his Beneficiary in a single lump sum distribution, as soon as administratively
        practicable following the later of the date the Committee receives (i) written
        notification in a form satisfactory to it of such individual’s death, and (ii)
        any tax waiver or other document deemed relevant by the Committee with respect
        to making the payment. 

       

      Section
        4.05  Unforeseeable
        Emergency.
        Notwithstanding the foregoing to the contrary, if a Participant or former
        Participant experiences an Unforeseeable Emergency, such individual may petition
        the Committee to (i) suspend any deferrals under a Deferral Election Form
        submitted by such individual and/or (ii) receive a partial or full distribution
        of a vested Award, including Earnings thereon, deferred by such individual.
        The
        Committee shall determine, in its sole discretion, whether to accept or deny
        such petition, and the amount to be distributed, if any, with respect to
        such
        Unforeseeable Emergency; provided,
        however,
        that
        such amount may not exceed the amount necessary to satisfy such Unforeseeable
        Emergency plus amounts necessary to pay taxes reasonably anticipated as a
        result
        of the distribution, after taking into account the extent to which such hardship
        is or may be relieved through reimbursement or compensation by insurance
        or
        otherwise or by liquidation of the individual’s assets (to the extent the
        liquidation of such assets would not itself cause severe financial hardship).
        

       

      ARTICLE
        5

      DEFERRALS
        OF
        COMPENSATION

       

      Section
        5.01  Initial
        Deferral Election.
        The
        Committee may permit deferral elections of Pre-1999 Awards, 1999-2000 Awards
        and/or Post-2000 Awards in its sole and absolute discretion in accordance
        with
        procedures established by the Committee for this purpose from time to time
        (except to the extent that any such Award is invested in Options). If so
        permitted, a Participant may elect in writing on a Deferral Election Form
        to
        have the portion of the Award which vests, including Earnings thereon,
        distributed as of a distribution commencement date elected by the Participant
        that occurs following the date that such Award becomes or is scheduled to
        become
        100% vested under the applicable Vesting Period of Section 3.01(a), or if
        earlier and so permitted by the Committee, six months following such
        Participant’s Termination of Employment. Any such distribution shall be made in
        such form(s) as permitted by the Committee at the time of deferral (including,
        if permitted by the Committee, a single lump sum or substantially equal annual
        installments over a period of up to ten years) as elected by the Participant.
        If
        the Participant has failed to properly elect a distribution commencement
        date,
        the Participant will be deemed to have elected to have the Award distributed
        as
        the Award vests, and if the Participant has failed to properly elect a method
        of
        payment, the Participant will be deemed to have elected to have the Award
        distributed in the form of a lump sum. If deferrals are permitted by the
        Committee, such Deferral Election Form must submitted to the Committee (or
        its
        delegate) no later than the last day of the calendar year prior to the Effective
        Date of an Award, except that a Deferral Election Form may also be submitted
        to
        the Committee (or its delegate) in accordance with the following: 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (a)   In
        the
        case of the first year in which a Participant becomes eligible to participate
        in
        the Plan and with respect to services to be performed subsequent to such
        deferral election, a Deferral Election Form may be submitted within 30 days
        after the date the Participant becomes eligible to participate in the
        Plan.

       

      (b)   With
        respect to the deferral of an Award subject to Section 409A of the Code that
        relates all or in part to services performed between January 1, 2005 and
        December 31, 2005, a Deferral Election Form may be submitted by March 15,
        2005.

       

      (c)   A
        Deferral Election Form may be submitted at such other time or times as permitted
        by the Committee in accordance with Section 409A of the Code. 

       

      Section
        5.02  Changes
        in Time and Form of Distribution.
        The
        elections set forth in a Participant’s Deferral Election Form governing the
        payment of the vested portion of an Award, including Earnings thereon, pursuant
        to Section 5.01 shall be irrevocable as to the Award covered by such election;
        provided,
        however,
        if
        permitted by the Committee, a Participant shall be permitted to change the
        time
        and form of distribution of such Award by making a subsequent election on
        a
        Deferral Election Form supplied by the Committee for this purpose in accordance
        with procedures established by the Committee from time to time, provided
        that
        any such subsequent election does not take effect for at least 12 months,
        is
        made at least 12 months prior to the scheduled distribution commencement
        date
        for such Award and the subsequent election defers commencement of the
        distribution for at least five years from the date such payment otherwise
        would
        have been made.

       

      ARTICLE
        6

      SPECIAL
        RULES
        FOR
        PRE-1999
        AWARDS

       

      Section
        6.01  Generally.
        Except
        as otherwise provided in Section 6.02, Articles 1 through 5 hereunder shall
        apply with respect to Pre-1999 Awards. 

       

      Section
        6.02  Pre-1999
        Award Election.
        

       

      (a)   Each
        Participant whose Account is credited with a Pre-1999 Award may make a one-time
        election, effective January 1, 2006, conditioned on the Participant’s being
        employed by any of the Companies on such date, in accordance with procedures
        established by the Committee and on an election form supplied by the Committee,
        to have all of his Pre-1999 Award Accounts notionally invested in one or
        both of
        (i) Restricted Units or (ii) any Approved Fund designated by the Committee
        from
        time to time (a “Pre-1999
        Award Election”).
        Each
        such notional investment shall be adjusted for Earnings. The deadline for
        properly submitting a Pre-1999 Award Election to the Committee (or its delegate)
        is December 9, 2005. 

       

      (b)   To
        the
        extent that any Pre-1999 Award Election is not effective, such notional
        investments are not permitted and such Pre-1999 Award is subject to the terms
        and conditions applicable thereto as specified in the prior restatement of
        this
        Plan which is hereby incorporated herein by reference, including the method
        of
        adjusting such Award for “earnings” as defined therein. 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (c)   With
        respect to any Pre-1999 Award Election designating a notional investment
        in
        Restricted Units effective January 1, 2006, the Participant’s Pre-1999 Award
        Account (or portion thereof) is converted into Restricted Units by dividing
        the
        proportion of the closing balance of the Pre-1999 Award Account on December
        31,
        2005 so designated, by the closing price of a Holding Unit on the New York
        Stock
        Exchange on December 31, 2005 as published in the Wall Street Journal.


       

      (d)   To
        the
        extent that a Pre-1999 Award subject to a Pre-1999 Award Election is not
        vested
        on January 1, 2006, the notional investment in Restricted Units and Approved
        Funds, as applicable, shall be subject to the vesting schedule remaining
        on such
        Pre-1999 Awards.

       

      (e)   Any
        Participant making a Pre-1999 Award Election shall contemporaneously also
        elect
        a distribution commencement date, not earlier than January 31, 2007, for
        the
        commencement of the distribution of his vested investment under such Pre-1999
        Award Election, in accordance with procedures established by the Committee.
        Distributions shall commence as of the distribution commencement date elected,
        or if earlier and so elected by the Participant at the time the distribution
        commencement date is elected, the date of the Participant’s “separation from
        service” (within the meaning of Section 409A of the Code), subject to a six
        month delay following such separation from service in all cases other than
        in
        the event of the Participant’s death. If the Participant has failed to properly
        elect a distribution commencement date, the Committee will commence distribution
        as soon as administratively practicable after January 31, 2007. A Participant
        may elect to receive the distribution of the amounts deferred under this
        section
        in (i) a single lump sum distribution, (ii) substantially equal annual
        installments over a period of up to 10 years or (iii) a 50% lump sum with
        the
        remainder in five annual installments, as elected by the Participant in
        accordance with procedures established by the Committee. If the Participant
        has
        failed to properly elect a method of payment, the method of payment shall
        be a
        lump sum. A Participant who has made a Pre-1999 Award Election to utilize
        Restricted Units shall receive his distribution in the form of Holding Units.
        

       

      ARTICLE
        7

      SPECIAL
        RULES
        FOR
        1999-2000 AWARDS

       

      Section
        7.01  Generally.
        Except
        as otherwise provided in Section 7.02, Articles 1 through 5 hereunder shall
        apply with respect to 1999-2000 Awards. 

       

      Section
        7.02  Notional
        Investment in Restricted Units.
        1999-2000 Awards are notionally invested in Restricted Units only. Except
        as
        otherwise specified by the Committee, Participants receiving such Awards
        are not
        permitted to elect to notionally invest any such Award or part thereof in,
        or
        reallocate any notional investment in Restricted Units to, any Approved Fund.
        The use of an Investment Election Form is not applicable with respect to
        1999-2000 Awards, and the Committee shall administer such 1999-2000 Awards,
        including the crediting of a Participant’s Account with his Award, and the
        adjustment of Earnings thereon, without the Participant’s submission of such an
        Investment Election Form; provided,
        however,
        that the
        foregoing shall not limit the Committee from requiring such a Participant
        to
        submit any other forms or documentation that the Committee requires in its
        sole
        discretion. 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        8

      ADMINISTRATION;
        MISCELLANEOUS

       

      Section
        8.01  Administration
        of the Plan.
        The
        Plan is intended to be an unfunded, non-qualified incentive plan and the
        APCP
        Deferral Plan is intended to be an unfunded, non-qualified deferred compensation
        plan within the meaning of ERISA and shall be administered by the Committee
        as
        such. The right of any Participant or Beneficiary to receive distributions
        under
        the Plan shall be as an unsecured claim against the general assets of
        AllianceBernstein. Notwithstanding the foregoing, AllianceBernstein, in its
        sole
        discretion, may establish a “rabbi trust” to pay benefits hereunder. The
        Committee shall have the full power and authority to administer and interpret
        the Plan and to take any and all actions in connection with the Plan, including,
        but not limited to, the power and authority to prescribe all applicable
        procedures, forms and agreements. The Committee’s interpretation and
        construction of the Plan, including its computation of notional investment
        returns and Earnings, shall be conclusive and binding on all Persons having
        an
        interest in the Plan.

       

      Section
        8.02  Authority
        to Vary Terms of Awards.
        The
        Committee shall have the authority to grant Awards other than as described
        herein, subject to such terms and conditions as the Committee shall determine
        in
        its discretion.

       

      Section
        8.03 Amendment,
        Suspension and Termination of the Plan.
        The
        Committee reserves the right at any time, without the consent of any Participant
        or Beneficiary and for any reason, to amend, suspend or terminate the Plan
        in
        whole or in part in any manner; provided that no such amendment, suspension
        or
        termination shall reduce the balance in any Account prior to such amendment,
        suspension or termination or impose additional conditions on the right to
        receive such balance, except as required by law.

       

      Section
        8.04  General
        Provisions.
        

       

      (a)   To
        the
        extent provided by the Committee, each Participant may file with the Committee
        a
        written designation of one or more Persons, including a trust or the
        Participant’s estate, as the Beneficiary entitled to receive, in the event of
        the Participant’s death, any amount or property to which the Participant would
        otherwise have been entitled under the Plan. A Participant may, from time
        to
        time, revoke or change his or her Beneficiary designation by filing a new
        designation with the Committee. If (i) no such Beneficiary designation is
        in
        effect at the time of a Participant’s death, (ii) no designated Beneficiary
        survives the Participant, or (iii) a designation on file is not legally
        effective for any reason, then the Participant’s estate shall be the
        Participant’s Beneficiary.

       

      (b)   Neither
        the establishment of the Plan nor the grant of any Award or any action of
        any
        Company, the Board, or the Committee pursuant to the Plan, shall be held
        or
        construed to confer upon any Participant any legal right to be continued
        in the
        employ of any Company. Each Company expressly reserves the right to discharge
        any Participant without liability to the Participant or any Beneficiary,
        except
        as to any rights which may expressly be conferred upon the Participant under
        the
        Plan.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (c)   An
        Award
        hereunder shall not be treated as compensation, whether upon such Award’s grant,
        vesting, payment or otherwise, for purposes of calculating or accruing a
        benefit
        under any other employee benefit plan except as specifically provided by
        such
        other employee benefit plan. 

       

      (d)   Nothing
        contained in the Plan, and no action taken pursuant to the Plan, shall create
        or
        be construed to create a fiduciary relationship between any Company and any
        other person.

       

      (e)   Neither
        the establishment of the Plan nor the granting of an Award hereunder shall
        be
        held or construed to create any rights to any compensation, including salary,
        bonus or commissions, nor the right to any other Award or the levels thereof
        under the Plan. 

       

      (f)   No
        Award
        nor right to receive any payment, including Restricted Units, under the Plan
        may
        be transferred or assigned, pledged or otherwise encumbered by any Participant
        or Beneficiary other than by will, by the applicable laws of descent and
        distribution or by a court of competent jurisdiction. Any other attempted
        assignment or alienation of any payment hereunder shall be void and of no
        force
        or effect.

       

      (g)   If
        any
        provision of the Plan shall be held illegal or invalid, the illegality or
        invalidity shall not affect the remaining provisions of the Plan, and the
        Plan
        shall be construed and enforced as if the illegal or invalid provision had
        not
        been included in the Plan.

       

      (h)   Any
        notice to be given by the Committee under the Plan to any party shall be
        in
        writing addressed to such party at the last address shown for the recipient
        on
        the records of any Company or subsequently provided in writing to the Committee.
        Any notice to be given by a party to the Committee under the Plan shall be
        in
        writing addressed to the Committee at the address of AllianceBernstein.


       

      (i)   Section
        headings herein are for convenience of reference only and shall not affect
        the
        meaning of any provision of the Plan.

       

      (j)   The
        provisions of the Plan shall be governed and construed in accordance with
        the
        laws of the State of New York. 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (k)   There
        shall be withheld from each payment made pursuant to the Plan any tax or
        other
        charge required to be withheld therefrom pursuant to any federal, state or
        local
        law. A Company by whom a Participant is employed shall also be entitled to
        withhold from any compensation payable to a Participant any tax imposed by
        Section 3101 of the Code, or any successor provision, on any amount credited
        to
        the Participant; provided,
        however,
        that if
        for any reason the Company does not so withhold the entire amount of such
        tax on
        a timely basis, the Participant shall be required to reimburse AllianceBernstein
        for the amount of the tax not withheld promptly upon AllianceBernstein’s request
        therefore. With respect to Restricted Units: (i) in the event that the Committee
        determines that any federal, state or local tax or any other charge is required
        by law to be withheld with respect to the Restricted Units or the vesting
        of
        Restricted Units (a “Withholding
        Amount”)
        then,
        in the discretion of the Committee, either (X) prior to or contemporaneously
        with the delivery of Holding Units to the recipient, the recipient shall
        pay the
        Withholding Amount to AllianceBernstein in cash or in vested Holding Units
        already owned by the recipient (which are not subject to a pledge or other
        security interest), or a combination of cash and such Holding Units, having
        a
        total fair market value, as determined by the Committee, equal to the
        Withholding Amount; (Y) AllianceBernstein shall retain from any vested Holding
        Units to be delivered to the recipient that number of Holding Units having
        a
        fair market value, as determined by the Committee, equal to the Withholding
        Amount (or such portion of the Withholding Amount that is not satisfied under
        clause (X) as payment of the Withholding Amount; or (Z) if Holding Units
        are
        delivered without the payment of the Withholding Amount pursuant to either
        clause (X) or (Y), the recipient shall promptly pay the Withholding Amount
        to
        AllianceBernstein on at least seven business days notice from the Committee
        either in cash or in vested Holding Units owned by the recipient (which are
        not
        subject to a pledge or other security interest), or a combination of cash
        and
        such Holding Units, having a total fair market value, as determined by the
        Committee, equal to the Withholding Amount, and (ii) in the event that the
        recipient does not pay the Withholding Amount to AllianceBernstein as required
        pursuant to clause (i) or make arrangements satisfactory to AllianceBernstein
        regarding payment thereof, AllianceBernstein may withhold any unpaid portion
        thereof from any amount otherwise due the recipient from
        AllianceBernstein.

       

       

    

     16