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Exibit 10.2    
    


 
 

AWARD AGREEMENT
  
    FOR THE YEAR 2003 OFFERING
  UNDER THE SCB DEFERRED COMPENSATION AWARD PLAN    
    


        You have been granted an Award under the SCB Deferred Compensation Award Plan (the "Plan") pursuant to the year 2003 offering under the Plan, as specified below: 



	Participant ("you"):	 	Name of Employee
	    	 	

	
Amount of Award:	
 	

Dollars Awarded
	    	 	

	
Date of Grant:	
 	

December 31, 2003
	    	 	






        In
connection with your Award, you and Alliance Capital Management L.P. agree as set forth in this agreement (the "Agreement"). The Plan provides a description of the terms and
conditions governing your 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. 


        1.     Award Denomination.    Although your Award is initially denominated in cash, it will be converted into Holding
Units, Mutual Fund Shares or a combination thereof. You may elect the percentage of your Award to be denominated in Holding Units and Mutual Fund Shares by timely completing and submitting a year 2003
offering Investment Election Form. Your election will be subject to the approval of the Committee. If you fail to make a timely election your Award will be invested 100% into Alliance Holding Units,
unless the Committee determines otherwise, in its sole discretion. 


        2.     Vesting of Award.    Your Award shall vest with respect to one-third of the Holding Units and Mutual
Fund Shares representing the Award as of each of the first, second and third anniversary of the Date of Grant of your Award, provided that you remain in
the employ of the Company as of each such anniversary, except that your Award will fully vest: 



        (a)   upon
your death, Disability or attainment of age 65 prior to your Termination of Employment; or 


        (b)   as
of the date that the employment of all Committee members (after having exhausted all replacements) has either been (i) terminated involuntarily other than for
Cause or (ii) terminated by such Committee members for Good Reason. 




        3.     Forfeitures.    To the extent that any portion of your Award is not vested as of, or in connection with, your
Termination of Employment, the Holding Units and Mutual Fund Shares comprising the unvested portion of your Award shall be forfeited. 


        4.     Distribution of Award.    The Holding Units and Mutual Fund Shares under your Award will be distributed to you
in accordance with your year 2003 offering Distribution Election Form. If you fail to submit a properly completed year 2003 offering Distribution Election Form on a timely basis, the
Holding Units and Mutual Fund Shares under your Award will be distributed in a lump sum on or about the third anniversary of the Date of Grant of your Award, unless the Committee determines otherwise,
in its sole discretion. 


        5.     Beneficiary Designation.    By completing a Beneficiary Designation Form provided to you by the Company under
the Plan, you may select a beneficiary to receive your Award in the event of your death. If you have previously completed a Beneficiary Designation Form under the Plan, your designation under that
form will apply with respect to this Award. If you do not submit a properly 





 



completed
Beneficiary Designation Form under the Plan, your Award will be distributed to your estate in the event of your death. 


        6.     Tax Withholding.    As and when any federal, state or local tax or any other charge is required by law to be
withheld with respect to the vesting of your Award, the payment of dividends or distributions on any Holding Units and Mutual Fund Shares under the Award and the distribution of such Holding Units or
Mutual Fund Shares (a "Withholding Amount"), you agree promptly to pay the Withholding Amount to the Company in cash. You agree that if you do not pay the Withholding Amount to the Company, the
Company may withhold any unpaid portion of the Withholding Amount from any amount otherwise due to you. Notwithstanding the foregoing, the Company may, in its sole discretion, establish and amend
policies from time to time for the satisfaction of Withholding Amounts by the deduction of a portion of the Holding Units or Mutual Fund Shares under your Award. 


        7.     Administration.    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. 


        8.     Miscellaneous. 



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


        (b)   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. 


        (c)   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). 


        (d)   This
Agreement and the Plan constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations
concerning your 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
	

 	
 	

  

Participant
	

 	
 	

 	

    
 Name of Employee




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Exibit 10.2

AWARD AGREEMENT FOR THE YEAR 2003 OFFERING UNDER THE SCB DEFERRED COMPENSATION AWARD PLAN