Exhibit 10.03





Incentive
Compensation Award Program and


1997
Long Term Incentive Plan





2009
Award Agreement





Agreement,
dated as of December 7, 2009, among AllianceBernstein L.P. (together with its
subsidiaries, “Partnership”), AllianceBernstein Holding L.P. (“Holding”) and
<PARTC_NAME> (“Participant”), an employee of the Partnership.





Whereas,the Compensation Committee (“Committee” or “Administrator”) of the Board
of Directors (“Board”) of AllianceBernstein Corporation (“Corporation”),
pursuant to the Post December 1, 2009 Award Provisions (“Provisions”) under the
Partnership’s Amended and Restated Incentive Compensation Award Program
(“Incentive Compensation Program”) and the Partnership’s Amended and Restated
1997 Long Term Incentive Plan (“1997 Plan” and, together with the Provisions and
the Incentive Compensation Program, the “Plans”), copies of which have been
delivered electronically to the Participant, has granted to the Participant an
award (“Award”) consisting of units representing assignments of the
benefi­cial ownership of limited partnership interests in Holding (“Holding
Units”) subject to certain restrictions described herein (“Restricted Units”),
and authorized the execution and delivery of this Award Agreement;





Now, Therefore,in accordance with the grant of the
Award, and as a condition thereto, the Partnership, Holding and the Participant
agree as follows:





1.             Grant.  Subject
to and under the terms and conditions set forth in this Agreement and the Plans,
the Committee hereby awards to the Participant the number of Restricted Units
set forth in Section 2 of Schedule A, together with the right to receive regular
cash distributions with regard to the underlying Holding Units pursuant to
Section 2.03(a) of the Provisions.





2.             Vesting
and Distribution.The
Restricted Units shall vest in accordance with Section 4 of Schedule
A.  Once Restricted Units have vested, Holding Units shall be
distributed to the Participant as specified in Article 4 of the Provisions, as
modified herein.





3.             Notice of
Resignation.  As a condition of receiving the Award, the
Participant agrees that in the event of the Participant’s resignation, the
Participant shall provide the Partnership with prior written notice of the
Participant’s intent to terminate employment with the Partnership based on the
schedule set forth below.  The Participant will continue to be
eligible for base compensation (salary and/or commissions) and benefits during
the notice period provided that the Partnership may, in its sole discretion,
require the Participant to discontinue regular duties, including prohibiting the
Participant from further entry to any of the Partnership’s
premises.  The notice period shall be as follows:








Senior
      Vice President or above:
            90
      daysVice
      President:
            60
      daysAssistant
      Vice President or below:
            30
      days





4.     
       Covenants.  As
an additional condition of receiving the Award, the Participant agrees to the
following covenants and remedies for failure to comply:





(a)           Competition.  At
no time while employed by the Partnership shall the Participant 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 present or
planned business of the Partnership; provided, however,
that nothing herein shall prevent the Participant from being a passive owner of
not more than 5% of the outstanding equity of any class of securities of an
entity that is publicly traded and that owns or may acquire any corporation or
business that competes with the Partnership. A “planned business” for purposes
of the preceding sentence shall mean a business: (i) that the Participant is
aware that the Partnership plans to enter within six months after the
Participant’s last date of employment, (ii) that is material to the entity that
plans to enter such business, and (iii) in which such entity has invested
material resources (including time of senior management) in preparation for
launch.





(b)           Client
Solicitation.  At no time while employed by the Partnership,
and except as may be requested by the Partnership, shall the Participant solicit
(whether directly or on the Participant’s behalf through instruction to any
other person or entity) the business of any client or prospective client of the
Partnership for any purpose other than to obtain, maintain and/or service the
client’s business for the Partnership.





(c)           Employee
Solicitation.  At no time while employed by the Partnership
shall the Participant (whether directly or indirectly through instruction to any
other person or entity) recruit, solicit or hire any employee of the Partnership
to work for the Participant or any other person or entity.





(d)           Confidentiality.  From
the date hereof and continuing after the Participant’s last date of employment,
and except as otherwise required by law, the Participant shall not disclose or
make accessible to any business, person or entity, or make use of (other than in
the course of the business of the Partnership) any trade secrets, proprietary
knowledge or confidential information which the Participant shall have obtained
during his or her employment by the Partnership and which shall not be generally
known to or recognized by the general public.  All information
regarding or relating to any aspect of the business of the Partnership,
including but not limited to that relating to existing or contemplated business
plans, activities or procedures, current or prospective clients, current or
prospective contracts or other business arrangements, current or prospective
products, facilities and methods, manuals, intellectual property, price lists,
financial information (including the revenues, costs, or profits associated with
any of the products or services of the Partnership), or any other information
acquired because of the Participant’s employment by the Partnership, shall be
conclusively presumed to be confidential; provided, however, that confidential
information shall not include any information known generally to the public
(other than as a result of unauthorized disclosure by the
Participant).  The Participant’s obligations under this Section 4(d)
shall be in addition to any other confidentiality or nondisclosure obligations
the Participant has to the Partnership at law or under any other of the
Partnership’s policies or agreements.


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(e)           Non-disparagement.  Participant
shall not make intentionally disparaging remarks about the Partnership, or issue
any communication, written or otherwise, that reflects adversely on or
encourages any adverse action against the Partnership, except if testifying
truthfully under oath pursuant to any subpoena, order, directive, request or
other legal process, or as may be otherwise required by law.





(f)           Remedies.  If
the Participant fails to comply with the covenants set forth in this Section 4,
the Partnership shall have the following remedies:





(i)           Without
intending to limit the remedies available to the Partnership, the Participant
acknowledges that a breach of any of the agreements or covenants contained in
this Section 4 or in Section 3 hereof shall result in material irreparable
injury to the Partnership for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of such a breach or threat thereof, the Partnership shall be entitled
to obtain a temporary restraining order and/or a preliminary or permanent
injunction restraining the Participant from engaging in activities prohibited by
this Award Agreement or such other relief as may be required to specifically
enforce any of the agreements or covenants in this Section 4 or Section 3
hereof.  The Participant acknowledges that the above restrictions are
part of a program of the Partnership covering employees in many jurisdictions
and that it is necessary to maintain consistency of administration and
interpretation with respect to such program, and accordingly, the Participant
consents to the applicability of New York law and jurisdiction in accordance
with Section 12 hereof.  In the event that any court or tribunal of
competent jurisdiction shall determine this Section to be unenforceable or
invalid for any reason, the Participant agrees that this Section shall be
interpreted to extend only over the maximum period of time for which it may be
enforceable, and/or over the maximum geographical area as to which it may be
enforceable, and/or to the maximum extent in any and all respects as to which it
may be enforceable, all as determined by such court or
tribunal.


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(ii)           The
Participant agrees that in the event of a breach of any of the agreements or
covenants contained in this Section 4 or Section 3 hereof, any Restricted Units
which have not vested or have vested but have not been delivered (other than as
a result of a deferral election) shall be forfeited.





(iii)           In
addition to the remedies set forth in clauses (i) and (ii) above), the
Partnership retains the right to seek damages and other relief for any breach by
the participant of any agreement or covenant contained this Award
Agreement.




5.             Termination of
Employment.  The Restricted Units shall vest in accordance with
Section 4 of Schedule A only while the Participant is employed by the
Partnership, except as follows:





(a)Disability.  Any
unvested Restricted Units shall fully vest immediately upon a Participant’s
Disability and shall be distributed to the Participant as specified in Article 4
of the Provisions.  The Participant shall be deemed to have incurred a
“Disability” if the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to last  for a continuous period of not less than
12 months, as determined by the carrier of the long-term disability insurance
program maintained by the Partnership or its affiliate that covers the
Participant, or such other person or entity designated by the Administrator in
its sole discretion.  In order to assist in the process described in
this paragraph (a), the Participant shall, as reasonably re­quested by the
Administrator, (i) be available for medical examinations by one or more
physicians chosen by the long-term disability insurance provider or the
Administrator and approved by the Participant, whose approval shall not
unreasonably be withheld, and (ii) grant the long-term disability insurance
provider, the Admin­istrator and any such physicians access to all relevant
medical information concerning the Participant, arrange to furnish copies of
medical records to them, and use best efforts to cause the Participant’s own
physicians to be available to discuss the Participant’s health with
them.





(b)Death.  If
the Participant dies (i) while in the employ of the Partnership, or (ii) while
the Participant otherwise holds outstanding unvested Restricted Units, all
unvested Restricted Units held by the Participant (and not previously forfeited
or cancelled) shall vest immediately and be distributed in accordance with
Article 4 of the Provisions.





(c)Retirement. If the
Participant’s employment with the Partnership terminates because of the
Participant’s Retirement, any unvested Restricted Units held by the Participant
(and not previously forfeited or cancelled) on his or her Retirement date shall
continue to vest as specified in Section 4 of Schedule A and be distributed as
specified in Article 4 of the Provisions.  “Retirement” with respect
to a Participant means that the employment of the Participant with the
Partnership has terminated on or after the Participant’s attaining the age 55
and fulfilling 10 full years of service at a time when the sum of the
Participant’s age and years of service with the Partnership equals or exceeds
65.  The provisions in this paragraph (c) are conditioned upon the
retiring Participant’s continued compliance with the agreements and covenants
set forth in Sections 3 and 4 of this Award Agreement until the Restricted Units
have fully vested and been delivered, and executing and complying with a
standard release in favor of the Partnership in a form to be provided by the
Partnership; provided, however, that the only remedy for a retiring
Participant’s breach of Sections 3 and 4 available to the Partnership shall be
the forfeiture remedy described in Section 4(f)(ii).


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(d)If the Partnership terminates the
Participant's employment for any reason other than death, Disability or
Retirement, or if the Participant resigns, the Participant shall forfeit all
unvested Restricted Units.





6.             No Right to Continued
Employment.   The Restricted Units shall not confer upon
the Participant any right to continue in the employ of the Partnership and shall
not interfere in any way with the right of the Partnership to terminate the
service of the Participant at any time for any reason.





7.             Non-Transferability.  The
Participant may not sell, assign, transfer, pledge or otherwise dispose of or
encumber any of the Restricted Units, or any interest therein, until the
Participant’s rights in such Units vest in accordance with this
Agreement.  Any purported sale, assignment, transfer, pledge or other
disposition or encumbrance in violation of this Agreement will be void and of no
effect.





8.             Payment of Withholding
Tax.  The provisions set forth in Section 6.04(k) of the
Provisions shall apply in the event that the Partnership determines that any
federal, state or local tax or any other charge is required by law to be
withheld with respect to a vesting or distribution of Restricted
Units.





9.             Dilution and Other
Adjustments.  The existence of the Award shall not impair the
right of the Partnership, Holding or their respective partners to, among other
things, conduct, make or effect any change in the Partnership’s or Holding’s
business, 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 the Partnership or
Holding, issuance of warrants or other rights to purchase limited partnership
interests or other securities of the Partnership or Holding, or any
incorporation (or other change in form) of the Partnership or Holding. Holding Units shall be
subject to adjustment in accordance with Section 4(c) of the 1997 Plan (or such
applicable successor provision).


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10.             Electronic
Delivery.  The Plans contemplate that each award shall be
evidenced by an Award Agreement which shall be delivered to the
Participant.  It is hereby understood that electronic delivery of this
Award Agreement constitutes delivery under the Plans.





11.             Administrator.  If
at any time there shall be no Committee, the Board shall be the
Administrator.





12.Governing
Law.  This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York.The Participant hereby consents
to the exclusive jurisdiction of any state or federal court located within the
State of New York, County of New York, with respect to any legal action, dispute
or otherwise, arising out of, related to, or in connection with this
Agreement.  The Participant hereby waives any objection in any such
action or proceeding based on forum non-conveniens, and any objection to venue
with respect to any such legal action, which may be instituted in any of the
aforementioned courts.





13.             Sections and
Headings.  All section references in this Agreement are to
sections hereof for convenience of reference only and are not to affect the
meaning of any provision of this Agreement.





14.             Interpretation.  The
Participant accepts this Award subject to all the terms and provisions of the
Provisions, which shall control in the event of any conflict between any clause
of the Provisions and this Agreement, and accepts as binding, conclusive and
final all decisions or interpretations of the Administrator or Board upon any
questions arising under the Plan and/or this Agreement.





15.             Notices.  Any
notice under this Agreement shall be in writing and shall be deemed to have been
duly given when deliv­ered personally (whether by hand or by facsimile) or
when deposited in the United States mail, registered, postage prepaid, and
addressed, in the case of the Partnership and Holding, to the Corporate
Secretary at 1345 Avenue of the Americas, New York, New York 10105, or if the
Partnership should move its principal office, to such principal office, and, in
the case of the Participant, to his or her last permanent address as shown on
the Partnership's records, subject to the right of either party to designate
some other address at any time hereafter in a notice satisfying the
require­ments of this Section.


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16.    
Entire Agreement;
Amendment.  This Agreement supersedes any and all existing
agreements between the Participant, the Partnership and Holding relating to the
Award.  It may not be amended except by a written agreement signed by
both parties.





AllianceBernstein
      l.p.AllianceBernstein
      Holding l.p.By:
            /s/ David A. SteynDavid
      A. SteynChief
      Operating Officer





To accept
the terms of this Award Agreement, please click the “Accept” button
below:





ACCEPT





DECLINE


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Schedule
A


to


Award
Agreement




1.
            $___________
      2009 Award





2.
            ____________
      Restricted Units have been awarded pursuant to this
    Agreement.




3.
            The per Holding Unitprice used to determine the number of Restricted Units awarded
      hereunder is $_____ per Holding Unit, which was the closing price of a
      Holding Unit as published for composite transactions on the New York Stock
      Exchange on December 7, 2009.




4.
            Restrictions
      lapse with respect to the Holding Units in accordance with the following
      schedule:





Date
            Percentage
      of Awarded Holding UnitsVested on the Date
      IndicatedDecember
      1, 2010
            25.0%December
      1, 2011
            50.0%December
      1, 2012
            75.0%December
      1, 2013
            100.0%