Unassociated Document


    
      

    

    
      
        EXHIBIT
          10.02

         
Amended
        and Restated

      1997
        Long Term Incentive Plan

      


      SECTION
        1.  Purpose.

      


      The
        purposes of AllianceBernstein L.P.’s 1997 Long Term Incentive Plan (the
“Plan”)
        are to
        promote the interest of AllianceBernstein L.P. (together with any successor
        thereto, the “Partnership”)
        and its
        partners by (i) attracting and retaining officers, key employees or directors
        of
        the Partnership and its Affiliates, (ii) motivating such employees or directors
        by means of performance-related incentives to achieve longer-range performance
        goals, and (iii) enabling such employees or directors to participate in the
        long-term growth and financial success of the Partnership.

      


      SECTION
        2.  Definitions.

      


      As
        used
        in the Plan, the following terms shall have the meanings set forth
        below:

      


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

      


      “Award”
        shall
        mean any Option, Restricted Unit, Phantom Restricted Unit, Performance Award
        or
        Other Unit-Based Award.

      


      “Award
        Agreement” shall
        mean any written agreement, contract or other instrument or document evidencing
        any Award, which may, but need not, be executed or acknowledged by a
        Participant. 

      


      “Board”
        shall
        mean the Board of Directors of the general partner of the
        Partnership.

      


      “Committee”
        shall
        mean the Board or one or more committees of the Board designated by the Board
        to
        administer the Plan.

      


      “Director”
        shall
        mean any member of the Board.

      


      “Employee”
        shall
        mean (i) an officer or employee of the Partnership of any Affiliate, or (ii)
        an
        advisor or consultant to the Partnership or to any Affiliate, in each case
        as
        determined by the Committee.

      


      “Exchange
        Act” shall
        mean the U.S. Securities Exchange Act of 1934, as amended. 

      


      “Fair
        Market Value” shall
        mean, as of any given date and except as otherwise expressly provided by
        the
        Board: (i) with respect to a Unit, the closing price of a Unit on the New
        York
        Stock Exchange on such date or, if no sale of Units occurs on the New York
        Stock
        Exchange on such a date, the closing price of a Unit on such Exchange on
        the
        last preceding day on which such sale occurred; and (ii) with respect to
        any
        other property, the fair market value of such a property as determined by
        the
        Board in its sole discretion.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Non-Employee
        Director” shall
        mean a member of the Board who is not an officer or employee of the Partnership
        or of any of its subsidiaries. 

      


      “Option”
        shall
        mean an option granted under Section 6(a) of the Plan.

      


      “Other
        Unit-Based Award” shall
        mean any right granted under Section 6(d) of the Plan.

      


      “Participant”
        shall
        mean any Employee or Director granted an Award under the Plan.

      


      “Performance
        Award” shall
        mean any right granted under Section 6(c) of the Plan.

      


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

      


      “Phantom
        Restricted Unit” shall
        mean any Award granted under Section 6(b) of the Plan and designated as a
        Phantom Restricted Unit.

       

      “Restricted
        Unit” shall
        mean any Unit granted under Section 6(b) of the Plan and designated as a
        Restricted Unit.

      


      “Restoration
        Option” shall
        mean an Option granted under Section 6(a)(iv) of the Plan.

      


      “Substitute
        Awards” shall
        mean Awards granted in assumption of, or in substitution for, outstanding
        awards
        previously granted by a company acquired by the Partnership or its affiliate,
        or
        with which the Partnership or its Affiliate combines.

      


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

      


      SECTION
        3.  Administration.

      


      (a)
        Authority
        of Committee.
        The
        Plan shall be administered by the Committee. Subject to the terms of the
        Plan
        and applicable law, in addition to other express powers and authorizations
        conferred on the Committee by the Plan, and except as otherwise limited by
        the
        Board, the Committee shall have full power and authority to (i) designate
        Participants; (ii) determine the type or types of Awards to be granted to
        an
        eligible Employee or, subject to Section 3(b), Director; (iii) determine
        the
        number of Units to be covered by, or with respect to which payments, rights,
        or
        other matters are to be calculated in connection with, Awards; (iv) determine
        the terms and conditions of any Award; (v) determine whether, to what extent,
        and under what circumstances Awards may be exercised, canceled, forfeited,
        or
        suspended and the method or methods by which Awards may be exercised, canceled,
        forfeited, or suspended; (vi) determine whether, to what extent, and under
        what
        circumstances Units, other securities, other Awards, other property and other
        amounts payable with respect to an Award shall be deferred either automatically
        or at the election of the holder thereof or of the Committee; (vii) interpret
        and administer the Plan and any instrument or agreement relating to, or Award
        made under, the Plan; (viii) establish, amend, suspend, or waive such rules
        and
        regulations and appoint such agents as it shall deem appropriate for the
        proper
        administration of the Plan; and (ix) make any other determination and take
        any
        other action that the Committee deems necessary or desirable for the
        administration of the Plan.


      
        
          
          

        

        
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      (b)
        Grants
        of Awards to Non-Employee Directors.
        Notwithstanding the provisions of Section 3(a), grants of Awards to Non-Employee
        Directors must be approved by the Board.

      


      (c)
        Committee
        Discretion Binding.
        Unless
        otherwise expressly provided in the Plan, all designations, determinations,
        interpretations, and other decisions under or with respect to the Plan or
        any
        Award shall be within the sole discretion of the Committee, may be made at
        any
        time and shall be final, conclusive, and binding upon all Persons, including
        the
        Partnership, any Affiliate, any Participant, any holder or beneficiary of
        any
        Award, any Unitholder and any Employee or, subject to Section 3(b),
        Director.

      


      SECTION
        4.  Units
        Available for Awards.

      


      (a)
        Units Available.

      


      (i)
        Subject to adjustment as provided in Section 4(c), the number of Units with
        respect to which Awards may be granted under the Plan shall be 41 million
        less
        the excess of (i) the number of Units awarded (and not forfeited) under the
        Partnership’s Century Club Plan (the “Century
        Club Plan”)
        over
        (ii) the Pre-1997 Century Club Limit, as defined in the Century Club
        Plan.

      


      (ii)
        If,
        after the effective date of the Plan, any Units covered by an Award granted
        under the Plan or by an award granted under any prior Unit award plan of
        the
        Partnership, or to which such an Award or award related, are forfeited, or
        if
        such an Award or award terminates or is canceled without the delivery of
        Units,
        then the Units covered by such Award or award, or to which such Award or
        award
        relates, or the number of Units otherwise counted against the aggregate number
        of Units with respect to which Awards may be granted, to the extent of any
        such
        forfeiture, termination or cancellation, shall again become Units with respect
        to which Awards may be granted. In the event that any Option or other Award
        granted hereunder or any award granted under any prior Unit award plan of
        the
        Partnership is exercised through the delivery of Units or in the event that
        withholding tax liabilities arising from such Award or award are, with the
        approval of the Board, satisfied by the withholding of Units by the Partnership,
        the number of Units available for Awards under the Plan shall be increased
        by
        the number of Units so surrendered or withheld. Any Units underlying Substitute
        Awards shall not be counted against the Units available for Awards under
        the
        Plan.


      
        
          
          

        

        
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      (b)
        Units
        Available for Awards other than Options.
        Subject
        to adjustment as provided in Section 4(c), and except as otherwise expressly
        provided by the Board, of the number of Units with respect to which Awards
        may
        be granted in accordance with Section 4(a), the number of Units with respect
        to
        which Awards may be granted under Sections 6(b), (c), or (d) of the Plan
        shall
        be 2 million. If, after the effective date of the Plan, Awards granted under
        Sections 6(b), (c), or (d) are forfeited, terminated, or canceled, or if,
        with
        the approval of the Board, Units otherwise deliverable pursuant to such Awards
        are applied to satisfy withholding tax liabilities, then the applicable number
        of Units shall not be counted against the limit set forth in the preceding
        sentence, to the same extent such Units again become Units with respect to
        which
        Awards may be granted under Section 4(a) or are otherwise not counted against
        the limit set forth in Section 4(a). Any Units underlying Substitute Awards
        shall not be counted against the limit set forth in the first sentence of
        this
        Section 4(b).

      


      (c)
        Adjustments.
        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
        the Partnership or Holding, issuance of warrants or other rights to purchase
        limited partnership interests or other securities of the Partnership or Holding,
        any incorporation (or other change in form) of the Partnership or Holding,
        or
        other similar transaction or event affects the 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 any or all of (i) the number of Units
        or
        other securities of the Partnership or Holding (or number and kind of other
        securities or property) with respect to which Awards may be granted under
        Sections 4(a) and 4(b), (ii) the number of Units or other securities of the
        Partnership or Holding (or number and kind of other securities or property)
        subject to outstanding Awards, and (iii) the grant or exercise price with
        respect to any Award, or, if deemed appropriate, make provision for a cash
        payment to the holder of an outstanding Award. In the event of incorporation
        (or
        other change in form) of the Partnership or Holding, the Committee may, if
        so
        authorized by the Board, make such adjustments as it deems appropriate and
        equitable with respect to Options for the optionee to purchase stock in the
        resulting corporation in place of the Options. Any such adjustment or
        arrangement may provide for the elimination without compensation of any
        fractional Unit which might otherwise become subject to an Option, and shall
        be
        final and binding upon the optionee.

      


      SECTION
        5. Eligibility.

      


      Subject
        to Section 3(b), any Employee or Director shall be eligible to be designated
        a
        Participant.

      


      SECTION
        6.  Awards.

      


      (a)
        Options.

      


      (i)
        Grant. Subject
        to the provisions of the Plan, the Committee shall (subject to Section 3(b))
        have sole and complete authority to determine the Employees and/or Directors
        to
        whom Options shall be granted, the number of Units to be covered by each
        Option,
        the exercise price therefor and the conditions and limitations applicable
        to the
        exercise of the Option.


      
        
          
          

        

        
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      (ii)
        Exercise
        Price. Unless
        otherwise expressly determined or authorized by the Board, the exercise price
        of
        an Option shall be not less than the Fair Market Value of the Units subject
        to
        the Option on the date the Option is granted.

      


      (iii)
        Exercise.
        Unless
        otherwise determined or authorized by the Committee, (A) no Option (other
        than a
        Restoration Option or an Option that is a Substitute Award) shall become
        initially exercisable at a rate in excess of 20% of the Units subject to
        the
        Option on each anniversary of the date of grant beginning with the first
        such
        anniversary, and (B) no Option shall be exercisable after the expiration
        of ten
        years from the date of grant. The right to exercise an Option shall be
        cumulative, so that to the extent that an Option is not exercised when it
        becomes initially exercisable with respect to any Units, it shall be exercisable
        with respect to such Units at any time thereafter until the expiration of
        the
        term of the Option. The Committee may impose such conditions with respect
        to the
        exercise of Options, including without limitation, any relating to the
        application of federal or state securities laws, as it may deem necessary
        or
        advisable.

      


      (iv)
        Restoration
        Options.
        In the
        event that any Participant delivers Units in payment of the exercise price
        of
        any Option granted hereunder in accordance with Section 7(b), or in the event
        that the withholding tax liability arising upon exercise of any Option by
        a
        Participant is satisfied through the withholding by the Partnership of Units
        otherwise deliverable upon exercise of the Option, the Committee shall have
        the
        authority, if so authorized by the Board, to grant or provide for the automatic
        grant of a Restoration Option to such Participant. The grant of a Restoration
        Option shall be subject to the satisfaction of such conditions or criteria
        as
        the Committee in its sole discretion shall establish from time to time, to
        the
        extent authorized by the Board. A Restoration Option shall entitle the holder
        thereof to purchase a number of Units equal to the number of such Units so
        delivered or withheld upon exercise of the original Option, in the discretion
        of
        the Committee. A Restoration Option shall have a per Unit exercise price
        and
        such other terms and conditions as the Committee in its sole discretion shall
        determine, to the extent authorized by the Board.

      


      (b)
        Restricted
        Units and Phantom Restricted Units.

      


      (i)
        Grant. Subject
        to
        the provisions of the Plan, the Committee shall (subject to Section 3(b))
        have
        sole and complete authority to determine the Employees and/or Directors to
        whom
        Restricted Units and Phantom Restricted Units shall be granted, the number
        of
        Restricted Units and/or the number of Phantom Restricted Units to be granted
        to
        each Participant, the duration of the period during which, and the conditions
        under which, the Restricted Unit and Phantom Restricted Units may be forfeited
        to the Partnership, and the other terms and conditions of such
        Awards.

      


      (ii)
        Transfer
        Restrictions.
        Restricted Units and Phantom Restricted Units may not be sold, assigned,
        transferred, pledged or otherwise encumbered, except, in the case of Restricted
        Units, as provided in the Plan or the applicable Award Agreements. Each
        certificate issued in respect of Restricted Units with respect to which transfer
        restrictions remain in effect shall bear a legend describing the restrictions
        to
        which the Restricted Units are subject. Upon the lapse of the restrictions
        applicable to such Restricted Units, the owner thereof may surrender to the
        Partnership the certificate or certificates representing such Units and receive
        in exchange therefor a new certificate or certificates representing such
        Units
        free of the legend and a certificate or certificates representing the remainder
        of the Units, if any, with the legend.


      
        
          
          

        

        
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      (iii)
        Payment.
        Each
        Phantom Restricted Unit shall have a value equal to the Fair Market Value
        of a
        Unit. Phantom Restricted Units shall be paid in Units, other securities or
        other
        property, as determined in the sole discretion of the Committee, upon the
        lapse
        of the restrictions applicable thereto, or otherwise in accordance with the
        applicable Award Agreement.

      


      (iv)
        Distributions.
        Distributions paid on or in respect of any Restricted Units or Phantom
        Restricted Units may be paid directly to the Participant, or may be reinvested
        in additional Restricted Units or in additional Phantom Restricted Units,
        as
        determined by the Committee in its sole discretion.

      


      (c)
        Performance
        Awards.

      


      (i)
        Grant.
        The
        Committee shall (subject to Section 3(b)) have sole and complete authority
        to
        determine the Employees and/or Directors who shall receive a “Performance
        Award”, which shall consist of a right which is (i) denominated in Units, (ii)
        valued, as determined by the Committee, in accordance with the achievement
        of
        such performance goals during such performance periods as the Committee shall
        establish, and (iii) payable at such time and in such form as the Committee
        shall determine.

      


      (ii)
        Terms
        and Conditions.
        Subject
        to the terms of the Plan and any applicable Award Agreement, the Committee
        shall
        determine the performance goals to be achieved during any performance period,
        the length of any performance period, the amount of any Performance Award
        and
        the amount and kind of any payment or transfer to be made pursuant to any
        Performance Award. 

      


      (iii)
        Payment
        of Performance Awards.
        Performance Awards may be paid in a lump sum or in installments following
        the
        close of the performance period or, in accordance with procedures established
        by
        the Committee, on a deferred basis.

      


      (d)
        Other
        Unit-Based Awards.
        The
        Committee shall (subject to Section 3(b)) have authority to grant to eligible
        Employees and/or Directors an “Other Unit-Based Award”, which shall consist of
        any right which is (i) not an Award described in paragraphs (a) through (c)
        above of this Section 6 and (ii) an Award of Units or an Award denominated
        or
        payable in, valued in whole or in part by reference to, or otherwise based
        on or
        related to, Units (including, without limitation, securities convertible
        into
        Units), as deemed by the Committee to be consistent with the purposes of
        the
        Plan. Subject to the terms of the Plan and any applicable Award Agreement,
        the
        Committee shall determine the terms and conditions of any such Other Unit-Based
        Award.


      
        
          
          

        

        
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      SECTION
        7.  General
        Provisions Applicable to Awards.

      


      (a)
        Awards
        May be Granted Separately or Together.
        Awards
        may, in the discretion of the Committee, be granted either alone or in addition
        to, in tandem with, or in substitution for any other Award granted under
        the
        Plan or any award granted under any other plan of the Partnership or any
        Affiliate. Awards granted in addition to or in tandem with other Awards or
        awards granted under any other plan of the Partnership or any Affiliate may
        be
        granted either at the same time as or at a different time from the grant
        of such
        other Awards or awards.

      


      (b)
        Forms
        of Payment by Partnership Under Awards. Subject
        to the terms of the Plan and of any applicable Award Agreement and the
        requirements of applicable law, payments or transfers to be made by the
        Partnership or an Affiliate upon the grant, exercise or payment of an Award
        may
        be made in such form or forms as the Committee shall determine, including
        Units,
        other securities, other Awards or other property, or any combination thereof,
        and may be made in a single payment or transfer, in installments, or on a
        deferred basis, in each case in accordance with rules and procedures established
        by the Committee. Such rules and procedures may include, without limitation,
        provisions for the payment or crediting of reasonable interest on installment
        or
        deferred payments.

      


      (c)
        Limits
        on Transfer of Awards.
        Except
        as otherwise provided by the Committee with respect to any Award, no Award
        shall
        be transferable by a holder other than by will or the laws of descent and
        distribution.

      


      (d)
        Terms
        of Awards.
        The
        term of each Award shall be for such period as may be determined by the
        Committee.

      


      (e)
        Consideration
        for Grants.
        Awards
        may be granted for no cash consideration, for such nominal cash consideration
        as
        may be required by applicable law or for such greater amount as may be
        established by the Committee.

      


      SECTION
        8.  Amendment
        and Termination.

      


      (a)
        Amendments
        to the Plan.
        The
        Board may amend, alter, suspend, discontinue, or terminate the Plan or any
        portion thereof at any time; provided that no such amendment, alteration,
        suspension, discontinuation or termination shall be made without the approval
        of
        the limited partners of the Partnership if such approval is necessary to
        comply
        with any tax or regulatory requirement for which or with which the Board
        deems
        it necessary or desirable to qualify or comply. Notwithstanding anything
        to the
        contrary herein, the Board or, if so authorized by the Board, the Committee
        may
        amend the Plan in such manner as may be necessary so as to have the Plan
        conform
        with local rules and regulations in any jurisdiction outside the United Sates.
        

      


      (b)
        Amendments
        to Awards.
        The
        Board or, if so authorized by the Board, the Committee may waive any conditions
        or rights under, amend any terms of, or alter, suspend, discontinue, cancel
        or
        terminate, any Award theretofore granted, prospectively or retroactively;
        provided that any such waiver, amendment, alteration, suspension,
        discontinuance, cancellation or termination that would adversely affect the
        rights of any Participant or any holder or beneficiary of any Award theretofore
        granted shall not to that extent be effective without the consent of the
        affected Participant, holder or beneficiary.


      
        
          
          

        

        
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      (c)
        Adjustment
        of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
        Events.
        The
        Committee is hereby authorized to make adjustments in the terms and conditions
        of, and the criteria included in, Awards in recognition of unusual or
        nonrecurring events (including, without limitation, the events described
        in
        Section 4(c) hereof) affecting the Partnership, any Affiliate, or the financial
        statements of the Partnership or any Affiliate, or of changes in applicable
        laws, regulations, or accounting principles, whenever the Committee determines
        that such adjustments are appropriate in order to prevent dilution or
        enlargement of the benefits or potential benefits intended to be made available
        under the Plan.

      


      (d)
        Cancellation.
        Any
        provision of this Plan or any Award Agreement to the contrary notwithstanding,
        the Committee may, if so authorized by the Board, cause any Award granted
        hereunder to be canceled in consideration of a cash payment or alternative
        Award
        made to the holder of such canceled Award equal in value to the Fair Market
        Value of such canceled award. 

      


      SECTION
        9.  Miscellaneous.

      


      (a)
        No
        Rights to Awards. No
        Employee, Director or Participant or other Person shall have any claim to
        be
        granted any Award, and there is no obligation for uniformity of treatment
        of
        Employees, Directors, Participants, or holders or beneficiaries of Awards.
        The
        terms and conditions of Awards need not be the same with respect to each
        recipient.

      


      (b)
        Unit
        Certificates.
        All
        certificates for Units or other securities of the Partnership or any Affiliate
        delivered under the Plan pursuant to any Award or the exercise thereof shall
        be
        subject to such stop transfer orders and other restrictions as the Committee
        may
        deem advisable under the Plan or the rules, regulations, and other requirements
        of the U.S. Securities and Exchange Commission, any Unit exchange upon which
        such Units or other securities are then listed, and any applicable Federal
        or
        state laws, and the Committee may cause a legend or legends to be put on
        any
        such certificates to make appropriate reference to such
        restrictions.

      


      (c)
        Delegation.
        Subject
        to the terms of the Plan and applicable law, the Committee, if so authorized
        by
        the Board, may delegate to one or more officers or managers of the Partnership
        or any Affiliate, or to a committee of such officers or managers, the authority,
        subject to the terms and limitations as the Committee, as authorized by the
        Board, shall determine, to grant Awards to, or to cancel, modify or waive
        rights
        with respect to, or to alter, discontinue, suspend, or terminate Awards held
        by,
        Employees who are not officers or directors of the Partnership for purposes
        of
        Section 16 of the Exchange Act, or any successor section thereto, or who
        are
        otherwise not subject to such Section.

      


      (d)
        Withholding.
        A
        Participant may be required to pay to the Partnership or any Affiliate and
        the
        Partnership or any Affiliate shall have the right and is hereby authorized
        to
        withhold from any Award, from any payment due or transfer made under any
        Award
        or under the Plan or from any compensation or other amount owing to a
        Participant the amount (in cash, Units, other securities, other Awards or
        other
        property) of any applicable withholding taxes in respect of an Award, its
        exercise, or any payment or transfer under an Award or under the Plan and
        to
        take such other actions as may be necessary in the opinion of the Partnership
        to
        satisfy all obligations for the payment of such taxes.


      
        
          
          

        

        
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      (e)
        Award
        Agreements. Each
        award hereunder shall be evidenced by an Award Agreement which shall be
        delivered to the Participant and shall specify the terms and conditions of
        the
        Award and any rules applicable thereto, including but not limited to the
        effect
        on such Award of the death, retirement or other termination of employment
        of a
        Participant.

      


      (f)
        No
        Limit on Other Compensation Arrangements.
        Nothing
        contained in the Plan shall prevent the Partnership or any Affiliate from
        adopting or continuing in effect other compensation arrangements, including
        without limitation any such arrangements that provide for the grant of options,
        restricted Units, Units and other types of Awards provided for hereunder
        (subject to approval of the limited partners of the Partnership if such approval
        is required), and such arrangements may be either generally applicable or
        applicable only in specific cases.

      


      (g)
        No
        Right to Employment or Directorship.
        The
        grant of an Award shall not be construed as giving a Participant the right
        to be
        retained in the employ of the Partnership or any Affiliate, or to be retained
        as
        a Director. Further, the Partnership or an Affiliate may at any time dismiss
        a
        Participant from service, free from any liability or any claim under the
        Plan,
        unless otherwise expressly provided in the Plan, in any Award Agreement or
        in
        any other agreement between the Partnership or any Affiliate and the
        Participant.

      


      (h)
        No
        Rights as Unitholder.
        Subject
        to the provisions of the applicable Award, no Participant or holder or
        beneficiary of any Award shall have any rights as a Unitholder with respect
        to
        any Units to be distributed under the Plan until he or she has become the
        holder
        of such Units. Notwithstanding the foregoing, in connection with each grant
        of a
        Restricted Unit hereunder, the applicable Award shall specify if and to what
        extent the Participant shall not be entitled to the rights of a Unitholder
        in
        respect of such Restricted Unit. 

      


      (i)
        Governing
        Law.
        The
        validity, construction, and effect of the Plan and any rules and regulations
        relating to the Plan shall be determined in accordance with the internal
        laws of
        the State of New York.

      


      (j)
        Severability.
        If any
        provisions of the Plan or any Award is or becomes or is deemed to be invalid,
        illegal, or unenforceable in any jurisdiction or as to any Person or Award,
        or
        would disqualify the Plan or any Award under any law deemed applicable by
        the
        Committee, such provision shall be construed or deemed amended to conform
        to
        applicable laws, or if it cannot be construed or deemed amended without,
        in the
        determination of the Committee, materially altering the intent of the Plan
        or
        the Award, such provision shall be stricken as to such jurisdiction, Person
        or
        Award and the remainder of the Plan and any such Award shall remain in full
        force and effect.

      


      (k)
        Additional
        Powers.
        The
        Committee may refuse to issue or transfer any Units or other consideration
        under
        an Award if, acting in its sole discretion, it determines that the issuance
        or
        transfer of such Units or such other consideration might violate any applicable
        law or regulation or entitle the Partnership to recover the same under Section
        16(b) of the Exchange Act, and any payment tendered to the Partnership by
        a
        Participant, other holder or beneficiary in connection with the exercise
        of such
        Award shall be promptly refunded to the relevant Participant, holder or
        beneficiary. Without limiting the generality of the foregoing, no Award granted
        hereunder shall be construed as an offer to sell securities of the Partnership,
        and no such offer shall be outstanding, unless and until the Committee in
        its
        sole discretion has determined that any such offer, if made, would be in
        compliance with all applicable requirements of the U.S. federal securities
        laws
        and any other laws to which such offer, if made, would be
        subject.


      
        
          
          

        

        
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      (l)
        No
        Trust or Fund Created.
        Neither
        the Plan nor any Award shall create or be construed to create a trust or
        separate fund of any kind or fiduciary relationship between the Partnership
        or
        any Affiliate and a Participant or any other Person. To the extent that any
        Person acquires a right to receive payments from the Partnership or any
        Affiliate pursuant to an Award, such right shall be no greater than the right
        of
        any unsecured general creditor of the Partnership or any Affiliate.


      


      (m)
        No
        Fractional Units.
        No
        fractional Units shall be issued or delivered pursuant to the Plan or any
        Award,
        and the Committee shall determine whether cash, other securities, or other
        property shall be paid or transferred in lieu of any fractional Units or
        whether
        such fractional Units or any rights thereto shall be canceled, terminated
        or
        otherwise eliminated. 

      


      (n)
        Headings.
        Headings are given to the Sections and subsections of the Plan solely as
        a
        convenience to facilitate reference. Such headings shall not be deemed in
        any
        way material or relevant to the construction or interpretation of the Plan
        or
        any provision thereof. 

      


      SECTION
        10.  Term
        of
        the Plan.

      


      (a)
        Effective Date. This
        amended Plan shall be effective as of November 20, 1997, subject to approval
        by
        the limited partners of the Partnership within one year thereafter.

      


      (b)
        Expiration
        Date.
        No
        Award shall be granted under the Plan after July 26, 2010. However, unless
        otherwise expressly provided in the Plan or in an applicable Award Agreement,
        any Award theretofore granted may, and the authority of the Board or the
        Committee to amend, alter, adjust, suspend, discontinue, or terminate any
        such
        Award or to waive any conditions or rights under any such Award shall, extend
        beyond such date. 

      
 

    

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