Exhibit 10.02





Addendum
A





POST
DECEMBER 1, 2009 AWARD PROVISIONS


UNDER
THE AMENDED AND RESTATED


ALLIANCEBERNSTEIN INCENTIVE
COMPENSATION AWARD PROGRAM







AllianceBernstein
Holding L.P. (together with any successor to all or substantially all of its
business and assets, “Holding”) and
AllianceBernstein L.P. (together with any successor to all or substantially all
of its business and assets, “AllianceBernstein”)
have established an Amended and Restated AllianceBernstein Incentive
Compensation Award Program (formerly known as the AllianceBernstein Partners
Compensation Plan, the “Plan”) under the
AllianceBernstein L.P. Amended and Restated 1997 Long Term Incentive Plan (the
“1997
Plan”).  The provisions set forth below, which relate to
incentive compensation awards granted after December 1, 2009 (“Provisions”), are an addendum
to, and form part of, the Plan.  Any incentive compensation awards
granted after December 1, 2009 shall be governed solely by these Provisions and
the terms of any related award agreement.




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.




Any
deferral or payment hereunder is subject to the terms of these Provisions and
compliance with Section 409A of the Internal Revenue Code (the “Code”) and the guidance issued
thereunder (“Section
409A”), as interpreted by the Committee in its sole
discretion.  Although none of the Company, the Committee, their
affiliates, and their agents make any guarantee with respect to the treatment of
payments under these Provisions and shall not be responsible in any event with
regard to the Provisions’ compliance with Section 409A, the payments contained
herein are intended to be exempt from Section 409A or otherwise comply with the
requirements of Section 409A, and the Provisions shall be limited, construed and
interpreted in accordance with the foregoing.  None of the Company,
the Committee, any of their affiliates, and 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.




ARTICLE
1


Definitions




Section
1.01     Definitions.  Whenever
used in the Provisions, each of the following terms shall have the meaning for
that term set forth below:




(a)           “Account”: 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.







(b)           “Affiliate”: (i) any entity
that, directly or indirectly, is controlled by AllianceBernstein and (ii) any
entity in which AllianceBernstein has a significant equity interest, in either
case as determined by the Board or, if so authorized by the Board, the
Committee.




(c)           
“Award”: any award
granted subject to these Provisions.




(d)           “Award Agreement”: an
agreement between a Participant and a Company setting forth the terms of an
Award.




(e)           “Beneficiary”: 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 Provisions.




(f)           “Beneficiary Designation Form”:
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”: the Board of Directors
of the general partner of Holding and AllianceBernstein.




(h)           “Code”: the Internal Revenue
Code of 1986, as amended from time to time.




(i)           “Committee”: the Board or one
or more committees of the Board designated by the Board to administer the
Plan.




(j)           “Company”: Holding,
AllianceBernstein and any corporation or other entity of which Holding or
AllianceBernstein (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”: 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 pursuant to Article 5.




(l)           “Disability”: shall have the
meaning assigned to it in the Award Agreement.  To the extent that the
term “Disability” is not defined in the Award Agreement, all references to the
term “Disability” herein shall be inapplicable.




(m)           “Effective Date”: the date
Awards are approved by the Committee.




(n)           “Eligible Employee”: an active
employee of a Company whom the Committee determines to be eligible for an
Award.  If the Committee determines that Awards made for the
subsequent calendar year shall be eligible for deferral, the Committee or its
designee shall specify in writing prior to such calendar year those Eligible
Employees, or the methodology used to determine those Eligible Employees, who
shall be eligible to participate in the APCP Deferral Plan for that calendar
year and so notify those Eligible Employees prior to the end of the then
calendar year or such later date permitted by Section 409A.  Any
advance deferral election made by such Eligible Employee is made on the
condition that such Eligible Employee satisfies the conditions established by
the Committee and, if not, such deferral election shall be null and void ab
initio.




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(o)           “ERISA”: the Employee
Retirement Income Security Act of 1974, as amended.




(p)           “Fair Market Value”: 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.




(q)           “Holding Units”: units
representing assignments of beneficial ownership of limited partnership
interests in Holding.




(r)           “Participant”: 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.




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




(t)           “Plan”: the Amended and
Restated AllianceBernstein Incentive Compensation Award Program, as
amended.




(u)           “Restricted Unit”: 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.




(v)           “Retirement”: shall have the
meaning assigned to it in the Award Agreement.  To the extent that the
term “Retirement” is not defined in the Award Agreement, all references to the
term “Retirement” herein shall be inapplicable.




(w)           “Termination of Employment”:
the Participant is no longer performing services as an employee of any Company,
other than pursuant to a severance or special termination arrangement, and has
had a “separation from service” within the meaning of Section 409A.




(x)           “Unforeseeable Emergency”: a
severe financial hardship to a Participant or former Participant within the
meaning of 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 Code Section 152, without regard to
Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) 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.




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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 for 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.




Section
2.02       Grant of
Awards.  The number of Restricted Units constituting an Award
will be determined by the Committee in its sole and absolute discretion and, in
the event the Committee elects to designate Awards by dollar amount, such amount
will be converted into a number of Restricted Units as of the Effective Date for
such Award based on the Fair Market Value of a Holding Unit on such Effective
Date and will be credited to the Participant’s Account as of such Effective
Date.  From and after such Effective Date, the Award shall be treated
for all purposes as a grant of that number of Restricted Units determined
pursuant to the preceding sentence.  Awards vest in accordance with
the terms set forth in the Award Agreement, and any such vested Award will be
subject to the rules on distributions and deferral elections set forth below in
Articles 4 and 5, respectively.  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.




Section
2.03       Distributions on Holding
Units.




(a)           When
a regular cash distribution is made with respect to Holding Units, within 70
days thereafter, a distribution will be made to each Participant in an amount
(the “Equivalent Distribution
Amount”) equal to the number of such Restricted Units (whether vested or
unvested) credited to the Participant’s Account as of the record date for such
cash distribution times the value of the regular cash distribution per Holding
Unit.




(b)           If
an Award is designated by dollar amount, fractional unit amounts remaining after
conversion under Section 2.02 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, if the
Committee so elects, such fractional unit amounts may be cancelled.




(c)           Notwithstanding
the provisions of Section 2.06(d) of the Plan, 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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ARTICLE
3


Vesting
and Forfeitures




Section
3.01     Vesting.Terms
related to vesting of Awards are set forth in the Award Agreement.




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 set
forth in the Award Agreement on the effective date of the Participant’s
Termination of Employment for any reason other than death, Disability or
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 and distributed under the terms set forth in the Award
Agreement.




ARTICLE
4


Distributions




Section
4.01     General.  No Award
will be distributed unless such distribution is permitted under this Article
4.  The distribution of the vested portion of an Award shall be made
in Holding Units.  Any portion of an Award 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 incurred a Disability or a Termination of Employment will have the vested
portion of his or her Award distributed to him or her within 70 days after such
portion vests under the applicable vesting provisions set forth in the Award
Agreement.




(b)           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
had a Disability or a Termination of Employment will have the balance of any
vested Award not distributed under Section 4.02(a) distributed to him or her as
follows:




(i)           In
the event of a Participant’s Disability, a distribution will be made to the
Participant within 70 days following the Participant’s Disability.




(ii)           In
the event of a Participant’s Termination of Employment due to the Participant’s
death, a distribution will be made to the Participant’s Beneficiary within 70
days following the 180th day
anniversary of the death.




(iii)          Unless
otherwise provided in the Award Agreement, in the event of a Participant’s
Termination of Employment due to Retirement, distributions with respect to the
Award shall be made in the same manner as other distributions due hereunder, if
any, upon Termination of Employment, other than a Termination of Employment due
to death.




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(iv)           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 will be made within 70 days after
each portion vests.




Section
4.03      Distributions If Deferral Election
Is In Effect.




(a)           Subject
to Section 4.03(b), 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 not incurred a Disability but has a Termination of Employment for any reason
other than death, the vested portion of such Participant’s Award will be
distributed to him within 70 days following the benefit commencement date
specified on such Deferral Election Form.




(b)           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
incurs a Termination of Employment due to death, the elections made by such
Participant in his or her Deferral Election Form shall be disregarded, and the
Participant’s Award will be distributed to his or her Beneficiary within 70
days following the 180th day
anniversary of the death.




(c)           In
the event that a Deferral Election is in effect with respect to a Participant
pursuant to Section 5.01 or 5.02 and such Participant incurs a subsequent
Disability, distribution will be made in accordance with such Participant’s
election in his or her Deferral Election Form.




Section
4.04      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 submitted by such individual and/or (ii) receive a
partial or full distribution of a vested Award 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, by liquidation of the individual’s assets (to the extent the
liquidation of such assets would not itself cause severe financial hardship),
and by suspension of the individual’s deferral(s) under the Plan.




Section
4.05      Documentation.  Each
Participant and Beneficiary shall provide the Committee with any documentation
required by the Committee for purposes of administering these
Provisions.




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ARTICLE
5


Deferrals
of Compensation




Section
5.01     Initial Deferral
Election.




(a)           The
Committee may permit deferral elections of 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 distributed as of a permitted 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 set forth in
the Award Agreement and specifying among  the forms of distribution
alternatives permitted by the Committee and specified on the Deferral Election
Form.  In addition, if permitted by the Committee and specified on the
Deferral Election Form, a Participant who elects a distribution commencement
date may also elect that if a Termination of Employment occurs prior to such
distribution commencement date, the distribution commencement date shall be six
months after the Termination of Employment.  A Participant may make
the deferral election with respect to all or a portion of an Award as permitted
by the Committee.  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 distribution or distribution of a substantially equal
number of Holding Units over a period of up to ten years) as elected by the
Participant.  If the Participant fails to properly fully complete and
file with the Committee (or its designee) the Deferral Election Form on a timely
basis, the Deferral Election Form and the deferral election shall be null and
void.  If deferrals are permitted by the Committee and the Participant
is eligible to make a deferral election, such Deferral Election Form must be
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 provisions set forth in Section 5.01(b) and
(c).  The deferral election made in 2008 shall apply to the 2009
Awards.




(b)           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.




(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
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.  With regard to any installment payments, each
installment thereof shall be deemed a separate payment for purposes of Section
409A, provided, however, the Committee may limit the ability to treat the
deferral as a separate installment for purposes of changing the time and form of
payment.  Whenever a payment under the Provisions specifies a payment
period with reference to a number of days, the actual date of payment within the
specified period shall be within the sole discretion of the
Committee.




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ARTICLE
6


Administration;
Miscellaneous




Section
6.01     Administration.  These
Provisions are intended to form part of the Plan, which is intended to
constitute an unfunded, non-qualified incentive plan within the meaning of ERISA
and shall be administered by the Committee as such.  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 these Provisions shall be as an unsecured claim against the
general assets of AllianceBernstein.  Notwithstanding the foregoing,
AllianceBernstein, in its sole discretion, may establish a “rabbi trust” or
separate custodial account to pay benefits hereunder.  The Committee
shall have the full power and authority to administer and interpret the
Provisions and to take any and all actions in connection with the Provisions,
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 Provisions shall be conclusive and
binding on all Persons.




Section
6.02     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
6.03    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 and the Provisions 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
6.04     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 Provisions.  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.




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(b)           Neither
the establishment of the Provisions nor the grant of any Award or any action of
any Company, the Board, or the Committee pursuant to the Provisions, 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 Provisions.




(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 or these Provisions, and no action taken pursuant to the
Plan or these Provisions, shall create or be construed to create a fiduciary
relationship between any Company and any other person.




(e)           Neither
the establishment of the Plan or these Provisions 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 or these Provisions.




(f)           No
Award or right to receive any payment 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.




(g)           If
any provision of the Plan or these Provisions shall be held illegal or invalid,
the illegality or invalidity shall not affect the remaining provisions of the
Plan or these Provisions, and the Plan and provisions shall be construed and
enforced as if the illegal or invalid provision had not been included in the
Plan and Provisions.




(h)           Any
notice to be given by the Committee under the Provisions 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 Provisions shall be in writing addressed to the Committee at the address of
AllianceBernstein.




(i)           Section
headings herein are for convenience of reference only and shall not affect the
meaning of any provision of the Provisions.




(j)           The
Provisions shall be governed and construed in accordance with the laws of the
State of New York.




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






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