Exhibit 10.2


 


AWARD AGREEMENT


 


UNDER THE AMENDED AND RESTATED

ALLIANCE PARTNERS COMPENSATION PLAN


 


You have been granted an award under the
Amended and Restated Alliance Partners Compensation Plan (the “Plan”), as
specified below:


 


	
  Participant:

  	
   

  	
  «Name»

  
	
   

  	
   

  	
   

  
	
  Amount of
  Award:

  	
   

  	
  «Award_Amount_Total»

  
	
   

  	
   

  	
   

  
	
  Date of
  Grant:

  	
   

  	
  «Award_Date»

  



 


In connection with your award (the “Award”),
you, Alliance Capital Management Holding L.P.(“Holding”) and Alliance Capital
Management L.P. (“Alliance”) agree as set forth in this agreement (the
“Agreement”). The Plan provides a description of the terms and conditions
governing the Award. If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plan’s terms completely supersede and
replace the conflicting terms of this Agreement. All capitalized terms have the
meanings given them in the Plan, unless specifically stated otherwise in the
Agreement.


 


You will be asked to make an election with
respect to the investment of your Award as described in Section 3(b) of the
Plan. Once you have made this election in accordance with the terms of the Plan
and the election form, your Award will be treated as invested in either
restricted Units of Holding, or in one or more designated money-market, debt or
equity fund sponsored by Alliance or its Affiliate in accordance with the terms
of the Plan applicable to Post-2000 Awards.


 


It is expressly understood that the Committee
is authorized to administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement, all of which
shall be binding upon you. The Committee is under no obligation to treat you or
your award consistently with the treatment provided for other participants in
the Plan.


 


This Agreement does not confer upon you any
right to continuation of employment by a Company, nor does this Agreement
interfere in any way with a Company’s right to terminate your employment at any
time.


 


This Agreement will be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.


 

















 


This Agreement will be governed by, and
construed in accordance with, the laws of the state of New York (without regard
to conflict of law provisions).


 


This Agreement and the Plan constitute the
entire understanding between you and the Companies regarding this award. Any
prior agreements, commitments or negotiations concerning this award are
superseded. This Agreement may be amended only by another written agreement,
signed by both parties.


 


BY SIGNING BELOW, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed effective as of                      .


 


 


	
   

  	
  Alliance Capital Management L.P.

  
	
   

  	
  By:  Alliance
  Capital Management Corporation,

  General Partner

  
	
   

  	
   

  
	
   

  	
  /s/ Robert H. Joseph, Jr.

  	
   

  
	
   

  	
  Robert H. Joseph, Jr.

  
	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  «Name»