Exhibit 10.04


    
      

    

    
      EXHIBIT
        10.04

       

      SPECIAL
        OPTION
        PROGRAM
        UNDER
        THE

      1997
        LONG
        TERM
        INCENTIVE
        PLAN

      


      INITIAL
        AWARD
        AGREEMENT

       

      

        AGREEMENT,
          dated as of January 26, 2007, among AllianceBernstein L.P.
          (“Partnership”), AllianceBernstein Holding
          L.P. (“Holding”) and <PARTC_NAME>(Participant”),
          an employeeof
          the
          Partnership or a subsidiaryof
          the
          Partnership.

      

       

      The
        Compensation Committee (“Committee” or “Administrator”) of the Board of
        Directors (“Board”) of AllianceBernstein Corporation (“Corporation”)-, pursuant
        to the Partnership’s Amended and Restated 1997 Long Term Incentive Plan
        (“Plan”), a copy of which has been delivered electronically to the Participant,
        has granted to the Participant an award (“Award”) consisting of (i) options
        (“Initial Options”) to purchase units representing assignments of the
        benefi-cial ownership of limited partnership interests in Holding (“Units”) that
        vest over the first five anniversaries of grant date, and (ii) options (“Match
        Options” and, together with the Initial Options, “Options”) to purchase Units
        that vest over the next five anniversaries of grant date.

      


      In
        accordance with the grant of the Award, and as a condition thereto, the
        Partnership, Holding and the Participant agree as follows:

      


      1.    Grant.
        Subject
        to and under the terms and conditions set forth in this Agreement and the
        Plan,
        the Committee hereby awards the Participant Initial Options, which permit
        the
        Participant to purchase from the Partnership the number of Units set forth
        in
        Section 1 of Schedule A, at the per Unit price set forth in Section 2 of
        Schedule A, subject to the vesting schedule set forth in Section 3 of Schedule
        A
        (Match Options are granted pursuant to a Match Award Agreement, dated as
        of
        January 26, 2007, among the parties hereto). 

      


      2.    Term
        and Vesting Schedule.
        (a)
The
        Initial Options shall not be exercisable to any extent prior to January 26,
        2008
        or after January 26, 2017 (“Initial Expiration
        Date”).
        Subject to the terms and condi-tions of this Agreement and the Plan, the
        Participant shall be entitled to exercise the Initial Options prior to the
        Initial Expiration Date and to purchase Units pursuant to the Initial Options
        in
        accordance with the schedule set forth in Section 3 of Schedule A.

      


      (b)
        The
        Match
        Options shall not be exercisable to any extent prior to January 26, 2013
        or
        after January 26, 2018 (“Match Expiration
        Date”).
        Subject to the terms and condi-tions of this Agreement and the Plan, the
        Participant shall be entitled to exercise the Match Options prior to the
        Match
        Expiration Date and to purchase Units pursuant to the Match Options in
        accordance with the schedule set forth in Section 6 of Schedule
        A.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (c)
        The
        right to exercise the Options shall be cumulative so that to the extent the
        Options are not exercised when they become initially exercisable with respect
        to
        any Units, they shall be exercisable with respect to such Units at any time
        thereafter until their respective Expiration Dates, subject to any guidelines
        or
        restrictions in the Partnership’s Code of Business Conduct and Ethics or the
        U.S. federal securities laws. Options awarded hereunder may not be exercised
        after their respective Expiration Dates (i.e., any Units subject to the Options
        that have not been purchased on or before the relevant Expiration Date may
        no
        longer be purchased). A Unit shall be considered to have been purchased on
        or
        before the relevant Expiration Date if the Partnership has been given notice
        of
        the purchase and the Partnership has actually received payment therefor,
        pursuant to Sections 3 and 14, on or before the relevant Expiration
        Date.

      


      3.    Notice
        of Exercise, Payment, Certificate and Account.
        Exercise of the Options, in whole or in part, shall be by delivery of a written
        notice to the Partnership and Holding pursuant to Section 14 which specifies
        the
        number of Units being purchased and is accompanied by payment therefor in
        cash.
        The Participant may pay the Partnership as many as three business days
        subsequent to exercise date and may pay the Partnership directly or through
        a
        financial intermediary. Promptly after receipt of such notice and purchase
        price, the Partnership shall cause the Partnership’s transfer agent to deliver
        the number of Units purchased. Units to be issued upon the exercise of the
        Option may be either authorized and unissued Units or Units that have been
        reacquired by the Partnership, a subsidiary of the Partnership, Holding,
        or a
        subsidiary of Holding.

      


      4.    Termination.
        The
        Options may be exer-cised by the Participant only while the Participant is
        employed full-time by the Partnership, except as follows:

      


      (a)    Disability.
        If the
        Participant’s employment with the Partnership terminates because of Disability,
        the Participant (or the Participant’s personal representative) shall have the
        right to exercise the Options, to the extent that the Participant was entitled
        to do so on the date of termination of employ-ment, for a period which ends
        not
        later than the earlier of (i) three months after such termination, and (ii)
        the
        Initial Expi-ration Date for the Initial Options and the Match Expiration
        Date
        for the Match Options. “Disability” shall mean a determination by the
        Administrator that the Participant is physically or mentally incapacitated
        and
        has been unable for a period of six con-secutive months to perform the duties
        for which the Participant was responsible immediately before the onset of
        incapacity. In order to assist the Administrator in making a determina-tion
        as
        to the Disability of the Participant for purposes of this paragraph (a),
        the
        Participant shall, as reasonably re-quested by the Administrator, (A) be
        available for medical examinations by one or more physicians chosen by the
        Administrator and approved by the Participant, whose approval shall not
        unreasonably be withheld, and (B) grant the Admin-istrator and any such
        physicians access to all relevant medical information concerning the
        Participant, arrange to furnish copies of medical records to them, and use
        best
        efforts to cause the Participant’s own physicians to be available to discuss the
        Participant’s health with them.


      
        
          
          

        

        
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      (b)    Death.
        If the
        Participant dies (i) while in the employ of the Partnership, or (ii) within
        one
        month after termination of employment with the Partnership because of Disability
        (as determined in accordance with paragraph (a) above), or (iii) within one
        month after the Partnership terminates the Participant’s employment for any
        reason other than for Cause (as determined in accordance with paragraph (c)
        be-low), the Options may be exercised, to the extent that the Participant
        was
        entitled to do so on the date of the Participant’s death, by the person or
        persons to whom the Options shall have been transferred by will or by the
        laws
        of descent and distribu-tion, for a period which ends not later than the
        earlier
        of (A) six months from the date of the Participant’s death, and (B) the Initial
        Expi-ration Date for the Initial Options and the Match Expiration Date for
        the
        Match Options.

      


      (c)    Other
        Termination.
        If the
        Partnership terminates the Participant's employment for any reason other
        than
        death, Disability or for Cause, the Participant shall have the right to exercise
        the Options, to the extent that the Participant was entitled to do so on
        the
        date of the termination of the Participant’s employment, for a period which ends
        not later than the earlier of (i) three months after such termination, and
        (ii)
        the Initial Expi-ration Date for the Initial Options and the Match Expiration
        Date for the Match Options. “Cause” shall mean (A) the Participant’s continuing
        willful failure to perform the Participant’s duties as an employee (other than
        as a result of total or partial incapacity due to physical or mental illness),
        (B) gross negligence or malfeasance in the performance of the Participant’s
        duties, (c) a finding by a court or other governmental body with proper
        jurisdiction that an act or acts by the Participant constitutes (1) a felony
        under the laws of the United States or any state thereof (or, if the
        Participant’s place of employment is outside of the United States, a serious
        crime under the laws of the foreign jurisdiction where the Participant is
        employed, which crime if committed in the United States would be a felony
        under
        the laws of the United States or the laws of New York), or (2) a violation
        of
        federal or state securities law (or, if the Participant’s place of employment is
        outside of the United States, of federal, state or foreign securities law)
        by
        reason of which finding of violation described in this clause (2) the Board
        determines in good faith that the continued employment of the Participant
        by the
        Partnership would be seriously detrimental to the Partnership and its business,
        (D) in the absence of such a finding by a court or other governmental body
        with
        proper jurisdiction, such a determination in good faith by the Board by reason
        of such act or acts constituting such a felony, serious crime or violation,
        or
        (E) any breach by the Participant of any obliga-tion of confidentiality or
        non-competition to the Partnership.


      
        
          
          

        

        
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      For
        purposes of this Agreement, employment by a subsidiary of the Partnership
        shall
        be deemed to be employment by the Partnership. A “subsidiary” of the Partnership
        shall be any corporation or other entity of which the Partnership and/or
        its
        subsidiaries (a) have sufficient voting power (not depending on the happening
        of
        a contingency) to elect at least a majority of its board of directors, or
        (b)
        otherwise have the power to direct or cause the direction of its management
        and
        policies. 

      


      5.    No
        Right to Continued Employment.
        The
        Options shall not confer upon the Participant any right to continue in the
        employ of the Partnership or any subsidiary of the Partnership, and shall
        not
        interfere in any way with the right of the Partnership to terminate the service
        of the Participant at any time for any reason.

      


      6.    Non-Transferability.
        The
        Options are not transferable other than by will or the laws of descent and
        distribution and, except as otherwise provided in Section 4, during the lifetime
        of the Participant the Options are exercisable only by the Participant; except
        that Participant may transfer the Options, without consideration, subject
        to
        such rules as the Committee may adopt to preserve the purposes of the Plan
        (including limiting such transfers to transfers by Participants who are senior
        executives), to a trust solely for the benefit of the Participant and the
        Participant's spouse, children or grandchildren (including adopted children
        and
        grandchildren and step-children and step-grandchildren) (each a “Permitted
        Transferee”).

      


      7.    Payment
        of Withholding Tax.
        In the
        event that the Partnership or Holding determines that any federal, state
        or
        local tax or any other charge is required by law to be withheld with respect
        to
        the exercise of Options, the Participant shall, either directly or through
        a
        financial intermediary, promptly pay to the Partnership, a subsidiary specified
        by the Partnership, Holding or a subsidiary specified by Holding, no later
        than
        the third business day after exercise date, an amount equal to such withholding
        tax or charge. If the Participant does not promptly so pay the entire amount
        of
        such withholding tax or charge in accordance with such notice, or make
        arrangements satisfactory to the Partnership and Holding regarding payment
        thereof, the Partnership, any subsidiary of the Partnership, Holding or any
        subsidiary of Holding may withhold the remaining amount thereof from any
        amount
        due the Participant from the Partnership, its subsidiary, Holding or its
        subsidiary.

      


      8.    Dilution
        and Other Adjustments.
        The
        existence of the Award shall not impair the right of the Partnership, Holding
        or
        their respective partners to, among other things, conduct, make or effect
        any
        change in the Partnership’s or Holding’s business, 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, or any incorporation (or other change in form) of the Partnership
        or
        Holding. In the event of such a change in the partnership interests of the
        Partnership or Holding, the Board shall make such adjustments to the Award,
        including the purchase price of the Units specified in Sections 2 and 5 of
        Schedule A, as it deems appropriate and equitable. In the event of
        incorpo-ra-tion (or other change of form) of the Partnership or Holding,
        the
        Board shall make such arrangements as it deems appropriate and equitable
        with
        respect to the Award for the Participant to purchase stock in the resulting
        corporation in place of the Units subject to the Options. Any such adjust-ment
        or arrangement may provide for the elimination of any fractional Unit or
        shares
        of stock that might otherwise become subject to the Options. Any decision
        by the
        Board under this Section shall be final and binding upon the
        Participant.


      
        
          
          

        

        
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      9.    Rights
        as an Owner of a Unit.
        The
        Participant (or a transferee of the Options pursuant to Sections 4 and 6
        hereof)
        shall have no rights as an owner of a Unit with respect to any Unit covered
        by
        the Options until the Participant becomes the holder of record of such Unit,
        which shall be deemed to occur at the time that notice of pur-chase is given
        and
        payment in full is received by the Partnership and Holding under Sections
        3 and
        14 of this Agreement. By such actions, the Participant (or such transferee)
        shall be deemed to have consented to, and agreed to be bound by, all other
        terms, conditions, rights and obligations set forth in the then current Amended
        and Restated Agreement of Limited Partnership of Holding and the then current
        Amended and Restated Agreement of Limited Partnership of the Partnership
        (“Partnership Agreement”). Except as provided in Section 8 hereof, no adjustment
        shall be made with respect to any Unit for any distribution for which the
        record
        date is prior to the date on which the Participant becomes the holder of
        record
        of the Unit, regardless of whether the distribution is ordinary or
        extraordinary, in cash, securities or other property, or of any other
        rights.

      


      10.    Electronic
        Delivery.
        The
        Plan contemplates that each award under the Plan shall be evidenced by an
        Award
        Agreement which shall be delivered to the Participant. It is hereby understood
        that electronic delivery of this Award Agreement constitutes delivery under
        the
        Plan.

       

      11.    Administrator.
        If at
        any time there shall be no Committee, the Board shall be the
        Administrator.

      


      12.    Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of New York.

      


      13.    Sections
        and Headings.
        All
        section references in this Agreement are to sections hereof for convenience
        of
        reference only and are not to affect the meaning of any provision of this
        Agreement.

      


      14.    Interpretation.
        The
        Participant accepts this Award subject to all the terms and provisions of
        the
        Plan, which shall control in the event of any conflict between any provision
        of
        the Plan and this Agreement, and accepts as binding, conclusive and final
        all
        decisions or interpretations of the Administrator or Board upon any questions
        arising under the Plan and/or this Agreement.


      
        
          
          

        

        
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      15.    Notices.
        Any
        notice under this Agreement shall be in writing and shall be deemed to have
        been
        duly given when deliv-ered personally (whether by hand or by facsimile) or
        when
        deposited in the United States mail, registered, postage prepaid, and addressed,
        in the case of the Partnership and Holding, to the Secretary at 1345 Avenue
        of
        the Americas, New York, New York 10105, or if the Partnership should move
        its
        principal office, to such principal office, and, in the case of the Participant,
        to his last permanent address as shown on the Partnership's records, subject
        to
        the right of either party to designate some other address at any time hereafter
        in a notice satisfying the require-ments of this Section.

      


      16.    Entire
        Agreement; Amendment.
        This
        Agreement supersedes any and all existing agreements between the Participant,
        the Partnership and Holding relating to the Options. It may not be amended
        except by a written agreement signed by both parties.

       

      
        
          	 	ALLIANCEBERNSTEIN
                  L.P.
	 	ALLIANCEBERNSTEIN
                  HOLDING
                  L.P.
	 	 	 
	 	
                  By:

                	
                  /s/
                    Gerald M. Lieberman

                
	 	 	
                  Gerald
                    M. Lieberman

                
	 	 	
                  President
                    and Chief Operating Officer

                


        

      

       

       

      To
        accept
        the terms of this Initial Award Agreement, please click the “Accept” button
        below:

      


      ACCEPT

      


      DECLINE


      
        
          
          

        

        
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      SCHEDULE
        A

      TO

      SPECIAL
        OPTION
        PROGRAM
        AGREEMENT

      


      INITIAL
        OPTIONS

      


      
        	
                1.

              	
                The
                  number of Units that the Participant is entitled to purchase pursuant
                  to
                  the Initial Options granted under this Agreement is <OPTS_GRANTED>.

              


      

       

      
        	
                2.

              	
                The
                  per Unit price
                  to purchase Units pursuant to the Initial Options granted under
                  this
                  Agreement is $90.65 per Unit.

              


      

       

      
        	
                3.

              	
                Percentage
                  of Units With Respect to 

              


      

      Which
        the
        Initial Options First Become

      Exercisable
        on the Date Indicated 

       

      
        
          	
                  1.
                    January 26, 2008

                	
                  20.0%

                
	
                  2.
                    January 26, 2009

                	
                  40.0%

                
	
                  3.
                    January 26, 2010

                	
                  60.0%

                
	
                  4.
                    January 26, 2011

                	
                  80.0%

                
	
                  5.
                    January 26, 2012

                	
                  100.0%

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SPECIAL
        OPTION
        PROGRAM
        UNDER
        THE

      1997
        LONG
        TERM
        INCENTIVE
        PLAN

      


      MATCH
        AWARD
        AGREEMENT

      


      


      
        AGREEMENT,
          dated as of January 26, 2007, among AllianceBernstein L.P.
          (“Partnership”), AllianceBernstein Holding
          L.P. (“Holding”) and <PARTC_NAME>(Participant”),
          an employeeof
          the
          Partnership or a subsidiaryof
          the
          Partnership.



      The
        Compensation Committee (“Committee” or “Administrator”) of the Board of
        Directors (“Board”) of AllianceBernstein Corporation (“Corporation”)-, pursuant
        to the Partnership’s Amended and Restated 1997 Long Term Incentive Plan
        (“Plan”), a copy of which has been delivered electronically to the Participant,
        has granted to the Participant an award (“Award”) consisting of (i) options
        (“Initial Options”) to purchase units representing assignments of the
        benefi-cial ownership of limited partnership interests in Holding (“Units”) that
        vest over the first five anniversaries of grant date, and (ii) options (“Match
        Options” and, together with the Initial Options, “Options”) to purchase Units
        that vest over the next five anniversaries of grant date.

      


      In
        accordance with the grant of the Award, and as a condition thereto, the
        Partnership, Holding and the Participant agree as follows:

      


      1.    Grant.
        Subject
        to and under the terms and conditions set forth in this Agreement and the
        Plan,
        the Committee hereby awards the Participant Match Options, which permit the
        Participant to purchase from the Partnership the number of Units set forth
        in
        Section 1 of Schedule A, at the per Unit price set forth in Section 2 of
        Schedule A, subject to the vesting schedule set forth in Section 3 of Schedule
        A
        (Initial Options are granted pursuant to an Initial Award Agreement, dated
        as of
        January 26, 2007, among the parties hereto); and

      


      2.    Term
        and Vesting Schedule.
        (a) The
        Initial Options shall not be exercisable to any extent prior to January 26,
        2008
        or after January 26, 2017 (“Initial Expiration
        Date”).
        Subject to the terms and condi-tions of this Agreement and the Plan, the
        Participant shall be entitled to exercise the Initial Options prior to the
        Initial Expiration Date and to purchase Units pursuant to the Initial Options
        in
        accordance with the schedule set forth in Section 3 of Schedule A.

      


      (b)
        The
        Match
        Options shall not be exercisable to any extent prior to January 26, 2013
        or
        after January 26, 2018 (“Match Expiration
        Date”).
        Subject to the terms and condi-tions of this Agreement and the Plan, the
        Participant shall be entitled to exercise the Match Options prior to the
        Match
        Expiration Date and to purchase Units pursuant to the Match Options in
        accordance with the schedule set forth in Section 6 of Schedule
        A.


      
        
          
          

        

        
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      (c)
        The
        right to exercise the Options shall be cumulative so that to the extent the
        Options are not exercised when they become initially exercisable with respect
        to
        any Units, they shall be exercisable with respect to such Units at any time
        thereafter until their respective Expiration Dates, subject to any guidelines
        or
        restrictions in the Partnership’s Code of Business Conduct and Ethics or the
        U.S. federal securities laws. Options awarded hereunder may not be exercised
        after their respective Expiration Dates (i.e., any Units subject to the Options
        that have not been purchased on or before the relevant Expiration Date may
        no
        longer be purchased). A Unit shall be considered to have been purchased on
        or
        before the relevant Expiration Date if the Partnership has been given notice
        of
        the purchase and the Partnership has actually received payment therefor,
        pursuant to Sections 3 and 14, on or before the relevant Expiration
        Date.

      


      3.    Notice
        of Exercise, Payment, Certificate and Account.
        Exercise of the Options, in whole or in part, shall be by delivery of a written
        notice to the Partnership and Holding pursuant to Section 14 which specifies
        the
        number of Units being purchased and is accompanied by payment therefor in
        cash.
        The Participant may pay the Partnership as many as three business days
        subsequent to exercise date and may pay the Partnership directly or through
        a
        financial intermediary. Promptly after receipt of such notice and purchase
        price, the Partnership shall cause the Partnership’s transfer agent to deliver
        the number of Units purchased. Units to be issued upon the exercise of the
        Option may be either authorized and unissued Units or Units that have been
        reacquired by the Partnership, a subsidiary of the Partnership, Holding,
        or a
        subsidiary of Holding.

      


      4.    Termination.
        The
        Options may be exer-cised by the Participant only while the Participant is
        employed full-time by the Partnership, except as follows:

      


      (a)    Disability.
        If the
        Participant’s employment with the Partnership terminates because of Disability,
        the Participant (or the Participant’s personal representative) shall have the
        right to exercise the Options, to the extent that the Participant was entitled
        to do so on the date of termination of employ-ment, for a period which ends
        not
        later than the earlier of (i) three months after such termination, and (ii)
        the
        Initial Expi-ration Date for the Initial Options and the Match Expiration
        Date
        for the Match Options. “Disability” shall mean a determination by the
        Administrator that the Participant is physically or mentally incapacitated
        and
        has been unable for a period of six con-secutive months to perform the duties
        for which the Participant was responsible immediately before the onset of
        incapacity. In order to assist the Administrator in making a determina-tion
        as
        to the Disability of the Participant for purposes of this paragraph (a),
        the
        Participant shall, as reasonably re-quested by the Administrator, (A) be
        available for medical examinations by one or more physicians chosen by the
        Administrator and approved by the Participant, whose approval shall not
        unreasonably be withheld, and (B) grant the Admin-istrator and any such
        physicians access to all relevant medical information concerning the
        Participant, arrange to furnish copies of medical records to them, and use
        best
        efforts to cause the Participant’s own physicians to be available to discuss the
        Participant’s health with them.


      
        
          
          

        

        
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      (b)    Death.
        If the
        Participant dies (i) while in the employ of the Partnership, or (ii) within
        one
        month after termination of employment with the Partnership because of Disability
        (as determined in accordance with paragraph (a) above), or (iii) within one
        month after the Partnership terminates the Participant’s employment for any
        reason other than for Cause (as determined in accordance with paragraph (c)
        be-low), the Options may be exercised, to the extent that the Participant
        was
        entitled to do so on the date of the Participant’s death, by the person or
        persons to whom the Options shall have been transferred by will or by the
        laws
        of descent and distribu-tion, for a period which ends not later than the
        earlier
        of (A) six months from the date of the Participant’s death, and (B) the Initial
        Expi-ration Date for the Initial Options and the Match Expiration Date for
        the
        Match Options.

      


      (c)    Other
        Termination.
        If the
        Partnership terminates the Participant's employment for any reason other
        than
        death, Disability or for Cause, the Participant shall have the right to exercise
        the Options, to the extent that the Participant was entitled to do so on
        the
        date of the termination of the Participant’s employment, for a period which ends
        not later than the earlier of (i) three months after such termination, and
        (ii)
        the Initial Expi-ration Date for the Initial Options and the Match Expiration
        Date for the Match Options. “Cause” shall mean (A) the Participant’s continuing
        willful failure to perform the Participant’s duties as an employee (other than
        as a result of total or partial incapacity due to physical or mental illness),
        (B) gross negligence or malfeasance in the performance of the Participant’s
        duties, (c) a finding by a court or other governmental body with proper
        jurisdiction that an act or acts by the Participant constitutes (1) a felony
        under the laws of the United States or any state thereof (or, if the
        Participant’s place of employment is outside of the United States, a serious
        crime under the laws of the foreign jurisdiction where the Participant is
        employed, which crime if committed in the United States would be a felony
        under
        the laws of the United States or the laws of New York), or (2) a violation
        of
        federal or state securities law (or, if the Participant’s place of employment is
        outside of the United States, of federal, state or foreign securities law)
        by
        reason of which finding of violation described in this clause (2) the Board
        determines in good faith that the continued employment of the Participant
        by the
        Partnership would be seriously detrimental to the Partnership and its business,
        (D) in the absence of such a finding by a court or other governmental body
        with
        proper jurisdiction, such a determination in good faith by the Board by reason
        of such act or acts constituting such a felony, serious crime or violation,
        or
        (E) any breach by the Participant of any obliga-tion of confidentiality or
        non-competition to the Partnership.


      
        
          
          

        

        
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      For
        purposes of this Agreement, employment by a subsidiary of the Partnership
        shall
        be deemed to be employment by the Partnership. A “subsidiary” of the Partnership
        shall be any corporation or other entity of which the Partnership and/or
        its
        subsidiaries (a) have sufficient voting power (not depending on the happening
        of
        a contingency) to elect at least a majority of its board of directors, or
        (b)
        otherwise have the power to direct or cause the direction of its management
        and
        policies. 

      


      5.    No
        Right to Continued Employment.
        The
        Options shall not confer upon the Participant any right to continue in the
        employ of the Partnership or any subsidiary of the Partnership, and shall
        not
        interfere in any way with the right of the Partnership to terminate the service
        of the Participant at any time for any reason.

      


      6.    Non-Transferability.
        The
        Options are not transferable other than by will or the laws of descent and
        distribution and, except as otherwise provided in Section 4, during the lifetime
        of the Participant the Options are exercisable only by the Participant; except
        that Participant may transfer the Options, without consideration, subject
        to
        such rules as the Committee may adopt to preserve the purposes of the Plan
        (including limiting such transfers to transfers by Participants who are senior
        executives), to a trust solely for the benefit of the Participant and the
        Participant's spouse, children or grandchildren (including adopted children
        and
        grandchildren and step-children and step-grandchildren) (each a “Permitted
        Transferee”).

      


      7.    Payment
        of Withholding Tax.
        In the
        event that the Partnership or Holding determines that any federal, state
        or
        local tax or any other charge is required by law to be withheld with respect
        to
        the exercise of Options, the Participant shall, either directly or through
        a
        financial intermediary, promptly pay to the Partnership, a subsidiary specified
        by the Partnership, Holding or a subsidiary specified by Holding, no later
        than
        the third business day after exercise date, an amount equal to such withholding
        tax or charge. If the Participant does not promptly so pay the entire amount
        of
        such withholding tax or charge in accordance with such notice, or make
        arrangements satisfactory to the Partnership and Holding regarding payment
        thereof, the Partnership, any subsidiary of the Partnership, Holding or any
        subsidiary of Holding may withhold the remaining amount thereof from any
        amount
        due the Participant from the Partnership, its subsidiary, Holding or its
        subsidiary.

      


      8.    Dilution
        and Other Adjustments.
        The
        existence of the Award shall not impair the right of the Partnership, Holding
        or
        their respective partners to, among other things, conduct, make or effect
        any
        change in the Partnership’s or Holding’s business, 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, or any incorporation (or other change in form) of the Partnership
        or
        Holding. In the event of such a change in the partnership interests of the
        Partnership or Holding, the Board shall make such adjustments to the Award,
        including the purchase price of the Units specified in Sections 2 and 5 of
        Schedule A, as it deems appropriate and equitable. In the event of
        incorpo-ra-tion (or other change of form) of the Partnership or Holding,
        the
        Board shall make such arrangements as it deems appropriate and equitable
        with
        respect to the Award for the Participant to purchase stock in the resulting
        corporation in place of the Units subject to the Options. Any such adjust-ment
        or arrangement may provide for the elimination of any fractional Unit or
        shares
        of stock that might otherwise become subject to the Options. Any decision
        by the
        Board under this Section shall be final and binding upon the
        Participant.


      
        
          
          

        

        
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      9.    Rights
        as an Owner of a Unit.
        The
        Participant (or a transferee of the Options pursuant to Sections 4 and 6
        hereof)
        shall have no rights as an owner of a Unit with respect to any Unit covered
        by
        the Options until the Participant becomes the holder of record of such Unit,
        which shall be deemed to occur at the time that notice of pur-chase is given
        and
        payment in full is received by the Partnership and Holding under Sections
        3 and
        14 of this Agreement. By such actions, the Participant (or such transferee)
        shall be deemed to have consented to, and agreed to be bound by, all other
        terms, conditions, rights and obligations set forth in the then current Amended
        and Restated Agreement of Limited Partnership of Holding and the then current
        Amended and Restated Agreement of Limited Partnership of the Partnership
        (“Partnership Agreement”). Except as provided in Section 8 hereof, no adjustment
        shall be made with respect to any Unit for any distribution for which the
        record
        date is prior to the date on which the Participant becomes the holder of
        record
        of the Unit, regardless of whether the distribution is ordinary or
        extraordinary, in cash, securities or other property, or of any other
        rights.

      


      10.   Electronic
        Delivery.
        The
        Plan contemplates that each award under the Plan shall be evidenced by an
        Award
        Agreement which shall be delivered to the Participant. It is hereby understood
        that electronic delivery of this Award Agreement constitutes delivery under
        the
        Plan.

       

      11.   Administrator.
        If at
        any time there shall be no Committee, the Board shall be the
        Administrator.

      


      12.   Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of New York.

      


      13.   Sections
        and Headings.
        All
        section references in this Agreement are to sections hereof for convenience
        of
        reference only and are not to affect the meaning of any provision of this
        Agreement.

      


      14.   Interpretation.
        The
        Participant accepts this Award subject to all the terms and provisions of
        the
        Plan, which shall control in the event of any conflict between any provision
        of
        the Plan and this Agreement, and accepts as binding, conclusive and final
        all
        decisions or interpretations of the Administrator or Board upon any questions
        arising under the Plan and/or this Agreement.


      
        
          
          

        

        
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            12 -

          
            

          

        

        
          
          

        

      


      15.   Notices.
        Any
        notice under this Agreement shall be in writing and shall be deemed to have
        been
        duly given when deliv-ered personally (whether by hand or by facsimile) or
        when
        deposited in the United States mail, registered, postage prepaid, and addressed,
        in the case of the Partnership and Holding, to the Secretary at 1345 Avenue
        of
        the Americas, New York, New York 10105, or if the Partnership should move
        its
        principal office, to such principal office, and, in the case of the Participant,
        to his last permanent address as shown on the Partnership's records, subject
        to
        the right of either party to designate some other address at any time hereafter
        in a notice satisfying the require-ments of this Section.

      


      16.   Entire
        Agreement; Amendment.
        This
        Agreement supersedes any and all existing agreements between the Participant,
        the Partnership and Holding relating to the Options. It may not be amended
        except by a written agreement signed by both parties.

      


      


      
        	 	
                ALLIANCEBERNSTEIN
                  L.P.

              
	 	
                ALLIANCEBERNSTEIN
                  HOLDING
                  L.P.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Gerald M. Lieberman

              
	 	 	
                Gerald
                  M. Lieberman

              
	 	 	
                President
                  and Chief Operating Officer

              


      

      


      To
        accept
        the terms of this Initial Award Agreement, please click the “Accept” button
        below:

      


      ACCEPT

      


      DECLINE


      
        
          
          

        

        
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            13 -

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

      TO

      SPECIAL
        OPTION
        PROGRAM
        AGREEMENT

      


      MATCH
        OPTIONS

      


      
        	
                1.

              	
                The
                  number of Units that the Participant is entitled to purchase pursuant
                  to
                  the Initial Options granted under this Agreement is <OPTS_GRANTED>.

              


      

       

      
        	
                2.

              	
                The
                  per Unit price to purchase Units pursuant to the Initial Options
                  granted
                  under this Agreement is $90.65 per
                  Unit.

              


      

       

      
        	
                3.

              	
                Percentage
                  of Units With Respect to 

              


      

      Which
        the
        Match Options First Become

      Exercisable
        on the Date Indicated 

      


      
        	
                1.
                  January 26, 2013

              	
                20.0%

              
	
                2.
                  January 26, 2014

              	
                40.0%

              
	
                3.
                  January 26, 2015

              	
                60.0%

              
	
                4.
                  January 26, 2016

              	
                80.0%

              
	
                5.
                  January 26, 2017

              	
                100.0%