Exhibit 10.6


 


AMENDED AND RESTATED

ALLIANCE PARTNERS COMPENSATION PLAN


 


As Amended And Restated Effective As Of January 1,
2005


 


Alliance
Capital Management Holding L.P. (together with any successor to all or
substantially all of its business and assets, “Holding”) and its successor and affiliate Alliance Capital
Management L.P. (together with any successor to all or substantially all of its
business and assets, “Alliance”)
have established this Amended and Restated Alliance 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
Alliance, 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 has
been 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
Alliance, 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. This restatement incorporates and
supersedes all of the amendments to the Plan through December 31, 2005.


 


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 Alliance and (ii) any entity in
which Alliance 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.


 

















 


(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 Alliance.


 


(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, Alliance and any
corporation or other entity of which Holding or Alliance (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.


 


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(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)                                 “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.


 


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


 


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


 


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


 


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(y)                                 “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.


 


(z)                                   “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.


 


(aa)                            “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.


 


(bb)                          “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.


 


(cc)                            “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.


 


(dd)                          “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.


 


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


 


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.


 


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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 notionally invested in (i) Restricted
Units and (ii) each of the Approved Funds. 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. 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.


 


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.


 


(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 


 


5

















 


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.


 


(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 


 


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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.


 


ARTICLE 3

VESTING AND 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.


 


(i)                                     Each
Post-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, 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)                                  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

  






 


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(iii)                               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.


 


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 


 


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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.


 


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 


 


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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. 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:


 


(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, 


 


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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.


 


(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 


 


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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.


 


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 Alliance. Notwithstanding the foregoing,
Alliance, 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.


 


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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.


 


(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.


 


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(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 Alliance.


 


(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.


 


(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
Alliance for the amount of the tax not withheld promptly upon Alliance’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 Alliance 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) Alliance 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 Alliance 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 Alliance as required pursuant to clause (i) or
make arrangements satisfactory to Alliance regarding payment thereof, Alliance may withhold
any unpaid portion thereof from any amount otherwise due the recipient from
Alliance.


 


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