Exhibit 10.10


 


AMENDMENT TO THE


RETIREMENT PLAN FOR EMPLOYEES OF


ALLIANCE CAPITAL MANAGEMENT L.P.


 


The following Amendment
is made to the Retirement Plan for Employees of Alliance Capital Management
L.P. (the “Plan”).


 


WHEREAS,
Alliance desires to amend the Plan to eliminate the one-year durational
requirement that an individual must satisfy to qualify as surviving spouse or
domestic partner under the Plan; and


 


WHEREAS,
to comply with certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 pertaining to mandatory rollovers of involuntarily
cashed-out small benefit amounts to an IRA, Alliance Capital Management L.P. (“Alliance”)
desires to amend the Plan to reduce the involuntary cash-out threshold under
the Plan from $5,000 to $1,000, obviating the need to administer automatic IRA
rollovers; and


 


WHEREAS,
Alliance desires to amend the Plan to adopt the IRS-prescribed model amendment published
in Revenue Procedure 2002-29, reflecting the minimum required distribution
requirements under Section 401(a)(9) of the Internal Revenue Code and
the final regulations thereunder; and


 


WHEREAS,
pursuant to Section 13.01 of the Plan, Alliance has the authority to amend
the Plan by action of the Board of Directors of the General Partner of Alliance
or its duly designated delegate;


 


NOW,
THEREFORE, the Plan is hereby amended as follows, effective
as of the dates specified below:


 


1.                                       Effective
as of January 1, 2006, with respect to all Plan Participants, active or terminated, who have a benefit interest
under the Plan as of January 1, 2006, the Plan is amended to eliminate the
one-year durational requirement that an individual must satisfy to qualify as
surviving spouse or surviving domestic partner of a Participant under the Plan,
as follows:


 


(a)          Section 1.18.1
(definition of Domestic Partner) is amended to strike the phrase “during the
entire one (1) year period ending on the Participant’s date of death” from
the end of the first sentence thereof.


 


(b)         Section 1.48
(definition of Spouse) is amended to strike the phrase “during the entire one (1) year
period ending on the Participant’s date of death” from the end of the first
sentence of subparagraph (a) thereof.


 


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2.                                       Effective
as of March 28, 2005, Subsection 3.03(a) is amended by adding
the following new language at the end thereof:


 


“Effective
as of March 28, 2005, single-sum payments pursuant to sub-paragraph
3.03(a)(2)(A) will be made without the Participant’s consent if the amount
of the distribution is $1,000 or less and will be made only with the
Participant’s consent if the amount exceeds $1,000 but is not in excess of $5,000.”


 


3.                                       Effective
as of January 1, 2003, the Plan is amended as follows to reflect the final
IRS regulations under Section 401(a)(9) of the Internal Revenue Code:


 


(a)          A
new Section 6.05(h) is added to the Plan to read as follows:


 


“(h) 
Notwithstanding any provision of this Plan to the contrary, the provisions of
this Section 6.05 shall be construed in a manner that complies with Section 401(a)(9) of
the Code and the final Treasury Regulations thereunder, as reflected in
Appendix A to the Plan.”


 


(b)         A
new Appendix A is added to the end of the Plan to read as follows:


 


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“APPENDIX A”


 


REQUIRED MINIMUM DISTRIBUTION RULES


 


Section 1.
General Rules


 


1.1. Effective Date. The provisions of this Appendix will apply
for purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.


 


1.2. Scope. This Appendix A describes the required distribution rules for
Participants who have reached their Required Beginning Date, as those terms are
defined in the Plan, as well as the incidental death benefit requirements. The
terms of this Appendix A shall apply solely to the extent required under Code Section 401(a)(9) and
shall be null and void to the extent that they are not required under Section 401(a)(9) of
the Code. This Appendix A is not intended to defer the timing of a distribution
beyond the date otherwise required under the Plan or to create any benefits
(including but not limited to death benefits) or distribution forms that are
not otherwise offered under the Plan. Any capitalized terms not otherwise
defined in this Appendix A have the meaning given those terms in the Plan.


 


1.3. Precedence. The requirements of this Appendix A will take
precedence over any inconsistent provisions of the plan.


 


1.4. Requirements of Treasury Regulations Incorporated. All
distributions required under this Appendix A will be determined and made in
accordance with the Treasury Regulations under section 401(a)(9) of
the Internal Revenue Code.


 


1.5. TEFRA
Section 242(b)(2) Elections. Notwithstanding the
other provisions of this Appendix A, other than section 1.4, distributions
may be made under a designation made before January 1, 1984, in
accordance with section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act (TEFRA) and any provisions of the Plan that relate to section 242(b)(2) of
TEFRA.


 


Section 2.
Time and Manner of Distribution.


 


2.1. Required Beginning Date. The Participant’s entire interest
will be distributed, or begin to be distributed, to the Participant no later
than the Participant’s Required Beginning Date.


 


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2.2. Death of Participant Before Distributions Begin. If the Participant
dies before distributions begin, the Participant’s entire interest will be
distributed, or begin to be distributed, no later than as follows:


 


(a) If
the Participant’s surviving Spouse is the Participant’s sole designated
beneficiary, then distributions to the surviving Spouse will begin by December 31
of the calendar year immediately following the calendar year in which the Participant
died, or by December 31 of the calendar year in which the Participant
would have attained age 70 1/2, if later.


 


(b) If
the Participant’s surviving Spouse is not the Participant’s sole designated
beneficiary, then distributions to the designated beneficiary will begin by December 31
of the calendar year immediately following the calendar year in which the Participant
died.


 


(c) If
there is no designated beneficiary as of September 30 of the year
following the year of the Participant’s death, the Participant’s entire
interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.


 


(d) If
the Participant’s surviving Spouse is the Participant’s sole designated
beneficiary and the surviving Spouse dies after the Participant but before
distributions to the surviving Spouse begin, this section 2.2, other than section 2.2(a),
will apply as if the surviving Spouse were the Participant.


 


For
purposes of this section 2.2 and section 5, distributions are
considered to begin on the Participant’s Required Beginning Date (or, if section 2.2(d) applies,
the date distributions are required to begin to the surviving Spouse under section 2.2(a)).
If annuity payments irrevocably commence to the Participant before the Participant’s
Required Beginning Date (or to the Participant’s surviving Spouse before the
date distributions are required to begin to the surviving Spouse under section 2.2(a)),
the date distributions are considered to begin is the date distributions
actually commence.


 


2.3. Form of Distribution. Unless the Participant’s interest
is distributed in the form of an annuity purchased from an insurance
company or in a single sum on or before the Required Beginning Date, as of the
first distribution calendar year distributions will be made in accordance with
sections 3, 4 and 5 of this Appendix A. If the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of section 401(a)(9) of
the Code and the Treasury Regulations. Any part of the Participant’s
interest which is in the form of an individual account described in section 414(k)
of the Code will be distributed in a manner satisfying the requirements of section 401(a)(9) of
the Code and the Treasury Regulations that apply to individual accounts.


 


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Section 3.
Determination of Amount to be Distributed Each Year.


 


3.1. General Annuity Requirements. If the Participant’s interest
is paid in the form of annuity distributions under the plan, payments
under the annuity will satisfy the following requirements:


 


(a) the
annuity distributions will be paid in periodic payments made at intervals not
longer than one year;


 


(b) the
distribution period will be over a life (or lives) or over a period certain not
longer than the period described in section 4 or 5;


 


(c) once
payments have begun over a period certain, the period certain will not be
changed even if the period certain is shorter than the maximum permitted;


 


(d) payments
will either be nonincreasing or increase only as follows:


 


(1) by
an annual percentage increase that does not exceed the annual percentage
increase in a cost-of-living index that is based on prices of all items and
issued by the Bureau of Labor Statistics;


 


(2) to
the extent of the reduction in the amount of the Participant’s payments to
provide for a survivor benefit upon death, but only if the Beneficiary whose
life was being used to determine the distribution period described in section 4
dies or is no longer the Participant’s Beneficiary pursuant to a qualified
domestic relations order within the meaning of section 414(p);


 


(3) to
provide cash refunds of employee contributions upon the Participant’s death; or


 


(4) to
pay increased benefits that result from a plan amendment.


 


3.2. Amount Required to be Distributed by Required Beginning Date.
The amount that must be distributed on or before the Participant’s Required Beginning
Date (or, if the Participant dies before distributions begin, the date
distributions are required to begin under section 2.2(a) or (b)) is
the payment that is required for one payment interval. The second payment need
not be made until the end of the next payment interval even if that payment
interval ends in the next calendar year. Payment intervals are the periods for
which payments are received, e.g., bi-monthly, monthly, semi-annually, or
annually. All of the Participant’s benefit accruals as of the last day of the
first distribution calendar year will be included in the


 


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calculation
of the amount of the annuity payments for payment intervals ending on or after
the Participant’s Required Beginning Date.


 


3.3. Additional Accruals After First Distribution Calendar Year.
Any additional benefits accruing to the Participant in a calendar year after
the first distribution calendar year will be distributed beginning with the
first payment interval ending in the calendar year immediately following the
calendar year in which such amount accrues.


 


Section 4.
Requirements For Annuity Distributions That
Commence During Participant’s Lifetime.


 


4.1. Joint Life Annuities Where the Beneficiary Is Not the Participant’s
Spouse. If the Participant’s interest is being distributed in the form of
a joint and survivor annuity for the joint lives of the Participant and a
nonspouse Beneficiary, annuity payments to be made on or after the Participant’s
Required Beginning Date to the designated beneficiary after the Participant’s
death must not at any time exceed the applicable percentage of the annuity
payment for such period that would have been payable to the Participant using
the table set forth in Q&A-2 of section 1.401(a)(9)-6T of the Treasury
Regulations. If the form of distribution combines a joint and survivor
annuity for the joint lives of the Participant and a nonspouse Beneficiary and
a period certain annuity, the requirement in the preceding sentence will apply
to annuity payments to be made to the designated beneficiary after the
expiration of the period certain.


 


4.2. Period Certain Annuities. Unless the Participant’s Spouse is
the sole designated beneficiary and the form of distribution is a period
certain and no life annuity, the period certain for an annuity distribution
commencing during the Participant’s lifetime may not exceed the applicable
distribution period for the Participant under the Uniform Lifetime Table
set forth in section 1.401(a)(9)-9 of the Treasury Regulations for the
calendar year that contains the annuity starting date. If the annuity starting
date precedes the year in which the Participant reaches age 70, the applicable
distribution period for the Participant is the distribution period for age 70
under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9
of the Treasury Regulations plus the excess of 70 over the age of the Participant
as of the Participant’s birthday in the year that contains the annuity starting
date. If the Participant’s Spouse is the Participant’s sole designated beneficiary
and the form of distribution is a period certain and no life annuity, the
period certain may not exceed the longer of the Participant’s applicable
distribution period, as determined under this section 4.2, or the joint
life and last survivor expectancy of the Participant and the Participant’s Spouse
as determined under the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9
of the Treasury Regulations, using the Participant’s and Spouse’s attained ages
as of the Participant’s and


 


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Spouse’s
birthdays in the calendar year that contains the annuity starting date.


 


Section 5.
Requirements For Minimum Distributions Where
Participant Dies Before Date Distributions Begin.


 


5.1. Participant Survived by Designated Beneficiary. If the Participant
dies before the date distribution of his or her interest begins and there is a
designated beneficiary, the Participant’s entire interest will be distributed,
beginning no later than the time described in section 2.2(a) or (b),
over the life of the designated beneficiary or over a period certain not
exceeding:


 


(a) unless
the annuity starting date is before the first distribution calendar year, the
life expectancy of the designated beneficiary determined using the Beneficiary’s
age as of the Beneficiary’s birthday in the calendar year immediately following
the calendar year of the Participant’s death; or


 


(b) if
the annuity starting date is before the first distribution calendar year, the
life expectancy of the designated beneficiary determined using the Beneficiary’s
age as of the Beneficiary’s birthday in the calendar year that contains the
annuity starting date.


 


5.2. No Designated Beneficiary. If the Participant dies before
the date distributions begin and there is no designated beneficiary as of September 30
of the year following the year of the Participant’s death, distribution of the Participant’s
entire interest will be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.


 


5.3. Death of Surviving Spouse Before Distributions to Surviving Spouse
Begin. If the Participant dies before the date distribution of his
or her interest begins, the Participant’s surviving Spouse is the Participant’s
sole designated beneficiary, and the surviving Spouse dies before distributions
to the surviving Spouse begin, this section 5 will apply as if the
surviving Spouse were the Participant, except that the time by which
distributions must begin will be determined without regard to section 2.2(a).


 


Section 6.
Definitions.


 


6.1. Designated beneficiary. The individual who is designated as
the Beneficiary under section 1.09 of the Plan and
is the designated beneficiary under section 401(a)(9) of the Internal
Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.


 


6.2. Distribution calendar year. A calendar year for which a
minimum distribution is required. For distributions beginning before the Participant’s


 


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death,
the first distribution calendar year is the calendar year immediately preceding
the calendar year which contains the Participant’s Required Beginning Date. For
distributions beginning after the Participant’s death, the first distribution
calendar year is the calendar year in which distributions are required to begin
pursuant to section 2.2.


 


6.3  Life expectancy.
Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9
of the Treasury Regulations.


 


6.4. Required Beginning Date. The date specified in section 1.43
of the Plan.”


 


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