Exhibit 10.04




June 9,
2009
 
 Gerald M.
Lieberman
 AllianceBernstein
L.P.
 1345
Avenue of the Americas
 New York,
New York 10015
 
 
 Dear
Jerry:
 
 This
letter sets forth the terms of your Agreement with AllianceBernstein Corporation
(the “Company”) and AllianceBernstein L.P. (the “Partnership”).
 
 1.             Effective
as of July 31, 2009 (the “Retirement Date”), your employment as President and
Chief Operating Officer of the Company and as an employee of the Partnership
will terminate.
 
 2.Payments/Benefits.  (a)   From
August 1, 2009 through January 31, 2010, your base salary shall continue to be
paid at the rate of $200,000, less applicable tax withholdings and other payroll
deductions. In addition, you shall receive a lump sum separation payment of
$2,600,000 less applicable tax withholdings and other payroll deductions, in the
payroll following the expiration of the revocation period set forth in paragraph
3. You acknowledge and agree that you will be receiving payments and benefits
under this paragraph of the Agreement which are in excess of those to which you
are now or in the future may be entitled and that such payments and benefits are
being provided in consideration for your acceptance and execution of and in
reliance upon your representations in this Agreement.
 
 (b)  The
Company shall award to you restricted limited partnership units (“Restricted
Units”) in AllianceBernstein Holding L.P. (“Holding”) in an amount equal to
$3,400,000, which shall be determined by dividing $3,400,000 by the average
closing price on the New York Stock Exchange of a limited partnership unit in
Holding for the period covering the four (4) days immediately preceding the
Retirement Date, the Retirement Date and the five (5) trading days immediately
following the Retirement Date, and rounded up to the nearest whole number. The
Restricted Units shall vest ratably on July 31 of each of 2010, 2011 and 2012,
provided, with respect to each installment, you are in compliance with the terms
of paragraphs 5, 6, 7 and 8 hereof. The Restricted Units that have not vested
shall be retained by the Partnership and subject to forfeiture until July 31,
2012 if, at any time prior to that date, you are not in compliance with the
terms of paragraphs 5, 6, 7 and 8 hereof. For the avoidance of doubt, Restricted
Units that have vested shall not be subject to the restriction or forfeiture
provisions of this Agreement. You will not make an Internal Revenue Code Section
83(b) election with respect to the Restricted Units. Applicable U.S. federal,
state and local income and FICA tax withholding in respect of the Restricted
Units will be satisfied by the Company retaining a number of Restricted Units
having a fair market value (based on the closing price of a Holding unit on July
31, 2010, 2011 and 2012, as the case may be, or the trading date immediately
following that date in the event it is not a trading day) equal to the tax
withholding obligations on the installment of Restricted Units vesting on such
date. The vested Restricted Units, less applicable withholdings, will be
distributed to you in unrestricted registered NYSE – listed units of Holding
(one such unit for each one such vested Restricted Unit) as soon as practicable
(but not later than 30 days) after each vesting anniversary. The Company shall
pay to you the cash distributions, equivalent to quarterly distributions on
Holding Units, payable with respect to both unvested and undistributed vested
Restricted Units, as and when quarterly distributions are paid to unitholders of
Holding.
  
  (c)  As
of the Retirement Date, your participation in and contributions to all welfare,
non-qualified and qualified plans of the Partnership and its affiliates,
including, but not limited to, the AllianceBernstein Partners Compensation Plan
and the Special Option Program under the AllianceBernstein 1997 Long Term
Incentive Compensation Plan, shall cease, and your rights to a distribution,
rollover, form of payment, exercise or deferral regarding your account balances
shall be determined in accordance with the terms and conditions of the
respective plans and associated agreements.
 
 (d)  From
August 1, 2009 through January 31, 2010, and in accordance with applicable
Company policy, as amended from time to time, the Partnership will continue in
effect your medical coverage under its group medical plan.  As of
February 1, 2010, and until July 31, 2012, the Company shall continue to provide
you and your spouse with access to comparable medical and dental coverage and
will reimburse you monthly for the cost of such coverage.
 
 (e)  Until
July 31, 2012, the Company will provide you with (i) a furnished and equipped
office at a location of your choice in New York City and the Company will pay
for the cost of the lease and operation expenses at a cost not to exceed $12,750
per month, (ii) a secretary with compensation and abilities commensurate with
your current secretary and (iii) the services of a company-provided car and
chauffer.  You may continue to use an office on the Company’s premises
in New York City while your office is being located, furnished and equipped for
up to six months following the Retirement Date.
 
 (f)  Following
the execution of this Agreement , and the expiration of the revocation period
set forth in paragraph 3, you shall receive outplacement support for a period of
six (6) months, which shall be provided by a third party company designated by
the Company. You must begin using the outplacement support no later than
December 31, 2010.
 
 (g)  Promptly
following the Retirement Date, the Company shall reimburse you for all business
expenses incurred by you on or prior to the Retirement Date in accordance with
Company policy.
 
 3.Acknowledgment.   You
hereby acknowledge that you have carefully read this Agreement, fully understand
and accept all of its provisions and sign it voluntarily of your own free will.
You further acknowledge that you have been provided a full opportunity to review
and consider the terms of this Agreement and have been advised by the Company to
seek the advice of legal counsel of your choice. You acknowledge that you have
been given a period of 21 days to consider this Agreement before signing it. To
the extent that you have elected to enter into this Agreement prior to such
time, you have done so voluntarily and have knowingly waived such 21 day review
period .  You may revoke this Agreement within seven days of your
signing it.  For such revocation to be effective, written notice must
be received by the Company no later than the close of business on the seventh
day after you sign this Agreement. If you revoke this Agreement it shall be of
no further force and effect.
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  4.       
     Release.(a) In consideration of the
payments and benefits to be provided to you pursuant to paragraph 2 above, you,
your heirs, executors, administrators, trustees, legal representatives,
successors and assigns (hereinafter referred to collectively as “Releasors”)
forever release and discharge the Company and the Partnership, and their past,
present and/or future parent entities, subsidiaries, divisions, affiliates and
related business entities, assets, employee benefit plans or funds, successors
or assigns and any and all of their past, present and/or future officers,
directors, fiduciaries, partners, attorneys, employees, agents, trustees,
administrators or assigns, whether acting as agents for the Company or the
Partnership or in their individual  capacities (hereinafter referred
to collectively as “Company Entities”) from any and all claims, demands, causes
of action, fees and liabilities of any kind whatsoever, whether known or
unknown, which Releasors  ever had, now have, or may have against any
of the Company Entities by reason of any act, omission, transaction, practice,
plan, policy, procedure, conduct, occurrence, or other matter up to an including
the Retirement Date; provided, however, that this Agreement shall not release
any claims for (i) the payments, benefits and obligations set forth herein; (ii)
vested benefits which you have as a participant in the AllianceBernstein
Partners Compensation Plan, the Special Option Program under the 1997 Long Term
Incentive Compensation Plan and the Profit Sharing Plan for Employees of
AllianceBernstein L.P. in accordance with the terms of each such plan, or (iii)
defense and indemnity under the Partnership’s partnership agreement and/or
applicable law.
 
 (b)  Without
limiting the generality of the foregoing, this Agreement is intended to and
shall release the Company Entities from any and all claims, whether known or
unknown, which Releasors ever had, now have, or may have against the Company
Entities arising out of your employment and/or your separation of employment
with the Company or Partnership, including, but not limited to: (i) any claim
under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities  Act, the Employee
Retirement Income Security Act of 1974, and the Family and Medical Leave Act;
(ii) any claim under the New York State Human Rights Law or the New York City
Administrative Code; (iii) any other claim (whether based on federal, state, or
local law, statutory or decisional) relating to or arising out of your
employment, the terms and conditions or such employment, the termination of such
employment, and/or any of the events relating directly or indirectly to or
surrounding the termination of that employment, including but not limited to
breach of contract (express or implied), wrongful discharge, detrimental
reliance, defamation, emotional distress or compensatory or punitive damages;
(iv) any claim for attorneys’ fees, costs, disbursements and/or the like; and
(v) any claim for remuneration of any type, including, without limitation, any
claim for any deferred or unvested compensation.
 
 (c)  You
represent and warrant that you have not commenced, maintained, prosecuted or
participated in any action, suit, charge, grievance, complaint or proceeding of
any kind against the Company Entities in any court or before any administrative
or legislative body or agency and/or that you are hereby withdrawing with
prejudice any such complaints, charges, or actions that you may have filed
against the Company Entities.  You further acknowledge and agree that
by virtue of the foregoing, you have waived all relief available to you
(including without limitation, monetary damages, equitable relief and
reinstatement) under any of the claims and/or causes of action waived in this
paragraph 4.
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  (d)  You
further covenant that you shall not sue, or otherwise consent to participate in
any action against, and shall not assist in the instigation, commencement,
maintenance, or prosecution of any action, suit, proceeding, or charge against
any of the Company Entities based upon any matter whatsoever (except to enforce
this Agreement or as otherwise required by law), nor shall you testify, assist,
or participate (except in response to subpoena or judicial order) in such
action, suit, proceeding or charge.  This agreement shall not prevent
you from filing a charge with the relevant federal, state or local
administrative agency, but you agree to waive your rights with respect to any
monetary or other financial relief arising from any such administrative
proceeding.  You further understand that the provision of this
paragraph shall not be effective with respect to, or adversely affect your
rights under, the ADEA with respect to any challenge you make under the ADEA to
the validity of this Agreement.
 
 (e)  In
consideration of the foregoing agreements by you, the Partnership and the
Company hereby agree to and do fully release, discharge and waive all known
claims, complaints, causes of action, action, suits, debts, sums of money,
contracts, controversies, agreements, promises or demands of whatever kind, in
law or equity, which they know they have, or which they and their subsidiaries,
affiliates, predecessors, successors and assigns, and each and all of their
officers, directors, partners, associates, agents, shareholders and employees
know they have against you by reason of any event, matter, cause or thing which
has occurred to the date of execution of this Agreement.
 
 5.     
       Non-competition and
Non-solicitation.  You shall receive the Restricted Units in
accordance with paragraph 2 above, provided that, for the entire three (3) year
period from the Retirement Date through July 31, 2012, you shall not, on your
own behalf or on behalf of anyone else, directly or indirectly, (a) provide
services, in any capacity, whether as an employee, consultant, independent
contractor, owner, partner, shareholder, director, or otherwise, to any person
or entity that provides products or services that compete with any financial
services business of the Company or the Partnership or any of their controlled
affiliates; (b) solicit the business of any customer of the Company or the
Partnership or any of their controlled affiliates, or otherwise seek to
encourage or induce any such customer to cease doing business with, or reduce
the extent of its business dealings with, the Company, the Partnership or any of
their controlled affiliates; and (c) recruit, solicit or hire any employees of
the Company, the partnership or any of their controlled affiliates to work for
you or any other person or entity. It is understood and agreed that forfeiture
of your Restricted Units shall be the Company’s and the Partnership’s exclusive
remedy for your non-compliance with the requirements of this paragraph
5.
 
 6.      
      Confidentiality.  As
an employee of the Partnership, you have had access to confidential and
proprietary information of the Partnership and/or its employees (the
“Confidential Information”).  You acknowledge and agree that the
Confidential Information is confidential and proprietary to the Partnership and
its employees and that disclosure or use of any of the Confidential Information
would be detrimental to the Partnership and/or its clients.  You agree
that any and all Confidential Information shall be kept confidential and you
further agree that you shall not furnish or disclose to any third party or use,
directly or indirectly, for your own use or benefit or that of any other person
or entity any Confidential Information of the Partnership, nor shall you attempt
to access any Confidential Information.  In the event that you are:
(i) threatened or served with an action or motion to force disclosure of
Confidential Information, or (ii) compelled to disclose Confidential Information
by valid order of a court or other government entity with the authority to
compel the disclosure of such information, you will notify the Partnership in
writing, as promptly as possible (and prior to making any disclosure if
possible), in order to provide the Partnership the opportunity to intervene and
object to, or seek restrictions on, the disclosure of such Confidential
Information.  If, nevertheless, the Confidential Information is
ordered to be disclosed, you will furnish only that portion of the Confidential
Information as to which you receive a reasonable opinion of counsel that such
portion of the Confidential Information is legally required to be
disclosed.  You will notify the Partnership immediately upon discovery
of any unauthorized use or disclosure of Confidential Information or any other
breach of this paragraph.  You agree to cooperate with the Partnership
in every reasonable way to help the Partnership regain possession of such
Confidential Information and prevent its further unauthorized
use.
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  The
parties agree to keep the terms, amount, and existence of this Agreement
completely confidential.  You may disclose the terms, amount and
existence of this Agreement to your immediate family, and the parties may
disclose the terms, amount and existence of this Agreement to their respective
legal counsel, accountants or as required by law or legal
process.  If, as anticipated, this Agreement becomes publicly
available as a result of the Partnership filing it with the Securities and
Exchange Commission, these confidentiality restrictions regarding this agreement
shall no longer apply.
 
 7.       
     Nondisparagement.You agree not
to make intentionally disparaging remarks about the Company or the Partnership,
or their parents, officers, directors, employees or agents.  The
Company and the Partnership agree not to intentionally authorize any public
statements intended to disparage or defame your reputation.
 
 8.      
      Cooperation. You agree that
you will reasonably assist and cooperate with the Company and the Partnership in
connection with the defense or prosecution of any claim that may  be
made against or by the Company or the Partnership, or in connection with any
ongoing or future investigation or dispute or claim of any kind involving the
Company or the Partnership, including any proceeding before any arbitral,
administrative, judicial, legislative or other body or agency, including
preparing for and testifying in any proceeding to the extent such claims,
investigations or proceedings relate to services performed or required to be
performed by you, pertinent knowledge possessed by you, or any act or omission
by you. You further agree to perform all acts and execute and deliver any
documents that may be reasonably necessary to carry out the provisions of this
paragraph. The Company or the Partnership will reimburse you for all reasonable
expenses incurred in connection with such assistance and cooperation, including,
without limitation, travel, lodging and meals, in a level of comfort akin to the
level of comfort applicable to your business travel as of the date
hereof.
 
 9.      
      Partnership Property.No
later than the Retirement Date, you shall return to the Partnership all
documents, files and property belonging to the Partnership or the Company except
you shall return to the Partnership the leased Partnership automobile in your
possession on or before the expiration of the lease; and except that you may
keep your Blackberry and your laptop computer if all confidential information
and propriety data and software have been deleted.
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  10.    
       Successors; Assigns.This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors, heirs (in your case) and assigns.  Any
successor of the Company or the Partnership shall assume the obligations of the
Company or the Partnership, as the case may be, under this Agreement and perform
any duties and responsibilities in the same manner and to the same extent that
the Company or the Partnership would be required to perform if no such
succession had taken place. In the event of your death prior to the payment of
all amounts and benefits hereunder, the unpaid amounts (including unvested
Restricted Units, which upon your death shall fully vest) shall be paid to your
estate, as soon as practicable (but not later than 30 days) after your
death.
 
 11.     
      Severability.  If
any provision of this Agreement is held by a court of competent jurisdiction to
be illegal, void or unenforceable, such provision shall have no effect; however,
the remaining provisions shall be enforced to the maximum extent
possible.  Further, if a court should determine that any portion of
this Agreement is overbroad or unreasonable, such provision shall be given
effect to the maximum extent possible by narrowing or enforcing in part that
aspect of the provision found overbroad or
unreasonable.  Additionally, you agree that if you breach the terms of
paragraphs 4, 6, 7 or 8, it shall constitute a material breach of this Agreement
as to which the Company and/or the Partnership may seek all relief available
under the law.
 
 12.      
     Attorney’s
Fees.  The Company shall pay all reasonable attorneys’ and
related fees and expenses incurred by you in connection with your retirement as
provided herein.
 
 13.      
     Indemnification.  From
and after the Retirement Date, you shall continue to be an “Indemnified Person”
under the Agreement of Limited Partnership of the Partnership and shall continue
to be covered by the Partnership’s director’s and officer’s liability policies,
in each case in respect of conduct occurring on or prior to the Retirement
Date.
 
 14.     
      409A
Compliance.  The parties hereto intend that all benefits and
payments to be made to you hereunder will be provided or paid to you in
compliance with all applicable provisions of Section 409A of the Internal
Revenue Code of 1986 as amended, and the regulations issued hereunder, and the
rulings, notices, and other guidance issued by the Internal Revenue Service
interpreting the same (the “Code”).  This Agreement shall be construed
and administered in accordance with such intent; provided, however, that nothing
hereunder shall: (i) guarantee that the payments will not be subject to taxes,
interest and penalties under Section 409A of the Code; or (ii) entitle you to a
reimbursement on any tax liability incurred in connection with payments provided
hereunder.
 
 15.      
     Entire
Agreement.  Except as expressly provided herein, effective as
of the Retirement Date, all prior agreements relating to your employment by the
Partnership and its affiliates will terminate and be of no further
effect.  This Agreement contains the entire understanding with respect
to the subject matter hereof, and supersedes any and all prior agreements and
understandings, whether written or oral, among you, the Company, the Partnership
or any affiliate thereof with respect to the subject matter
hereof.
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  This
Agreement may not be altered, modified or amended except by written instrument
signed by you, the Company and the Partnership.  This Agreement shall
be governed by New York law, without reference to principles of conflicts of
law.
 
 Sincerely,ALLIANCEBERNSTEIN
      CORPORATIONBy:
              /s/ Laurence E. CranchLaurence
      E. CranchExecutive
      Vice President and General CounselALLIANCEBERNSTEIN
      L.P.By:
              ALLIANCEBERNSTEIN
      CORPORATION,its
      General PartnerBy:
              /s/ Laurence E. CranchLaurence
      E. CranchExecutive
      Vice President and General Counsel
 
 
 AGREED
      TO AND ACCEPTED BY/s/ Gerald M. LiebermanGerald
      M. LiebermanJune 10, 2009Date
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