Exhibit 10.01





AMENDED
AND RESTATED


ALLIANCEBERNSTEININCENTIVE COMPENSATION AWARD
PROGRAM




As Amended and Restated Effective as
of December 7, 2009







AllianceBernstein
Holding L.P. (together with any successor to all or substantially all of its
business and assets, “Holding”) and its successor
and affiliate AllianceBernstein L.P. (together with any successor to all or
substantially all of its business and assets, “AllianceBernstein”)
have established this 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”) to (i) create a
compensation program to attract and retain eligible employees expected to make a
significant contribution to the future growth and success of Holding and
AllianceBernstein, including their respective subsidiaries and (ii) foster the
long-term commitment of these employees through the accumulation of capital and
increased ownership of equity interests in Holding.




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.




The Plan
was amended and restated effective as of January 1, 2005 to clarify and reflect
administrative practices and to comply in good faith with Section 409A of the
Internal Revenue Code (the “Code”) and the guidance issued
thereunder (“Section
409A”).  The Plan was again amended and restated effective
December 5, 2008 to incorporate prior amendments and additional changes to
clarify and reflect administrative practices and to comply with the final
regulations issued under Section 409A.   The Plan was again
amended and restated effective January 23, 2009 to incorporate changes relating
to the Committee’s discretion to apply alternative forfeiture provisions with
respect to any Post-2000 Award (as defined in Article 1) invested in Options (as
defined in Article 1).  The Plan is hereby amended and restated to
change the name of the Plan to the AllianceBernstein Incentive Compensation
Program and to add to the Plan the
attached Addendum A entitled “Post December 1, 2009 Award Provisions under the
Amended and Restated AllianceBernstein Incentive Compensation Program” which shall govern Awards made after December 1, 2009 and to
clarify certain provisions hereof.as they relate to Awards made after December 1,
2009.  Any deferral or payment hereunder is subject to the
terms of the Plan and compliance with 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 this Plan and shall not be responsible in any
event with regard to the Plan’s 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 Plan 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 Plan, each of the following terms shall have the meaning for that
term set forth below:




(a)           “Account” means 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 together with Earnings credited thereon.




(b)           “Affiliate” means (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)           “Approved Fund” means any
money-market, debt or equity fund designated by the Committee from time to time
as an Approved Fund.




(d)           “Award” means any Pre-1999
Award, 1999-2000 Award or Post-2000 Award.




(e)           “Beneficiary” means 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 Plan.




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




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




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




(j)           “Company” means 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” means
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, including Earnings thereon, pursuant to Article 5.




2


(l)           “Disability” means unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or 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 Company or its Affiliate that covers the Participant,
or such other person or entity designated by the Committee in its sole
discretion.




(m)           “Earnings” on any Account
during any period means the amounts of gain or loss that would have been
incurred with respect to such period if an amount equal to the balance of such
Account at the beginning of such period had been actually invested in accordance
with a Participant’s investment direction.




(n)           “Effective Date” of an Award
means December 31 of the calendar year for which the Award is initially granted
under the Plan.




(o)           “Eligible Employee” means, for
any calendar year commencing on and after January 1, 2005, an active employee of
a Company whom the Committee determines to be eligible for an
Award.  Notwithstanding the foregoing, no Eligible Employee whose
Total Compensation for a calendar year is less than such amount, if any, as
established by the Committee in writing shall be eligible to participate in the
APCP Deferral Plan for that calendar year and any advance deferral election made
by such Eligible Employee is made on the condition that such Eligible Employee
satisfies the Total Compensation requirement and, if not, such deferral election
shall be null and void ab
initio.




(p)           “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to
time.




(q)           “Fair Market Value” means, 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.




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




(s)           “Investment Election Form”
means the form established from time to time by the Committee that a Participant
completes, signs and returns to the Committee to designate the percentage of
such Award to be treated as notionally invested in Restricted Units or Approved
Funds, pursuant to Section 2.03.




(t)           “1999-2000 Award” means any
Award granted hereunder with respect to calendar years 1999 or 2000, as
applicable.  Special rules for 1999-2000 Awards are provided in
Article 7.




3


(u)           “Option” means an option to buy
Holding Units; all Options shall be issued under AllianceBernstein’s Amended and
Restated 1997 Long Term Incentive Plan or any similar equity compensation plan
AllianceBernstein may provide for in the future.




(v)           “Participant” means 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.




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




(x)           “Plan” means the Amended and
Restated AllianceBernstein Partners Compensation Plan, including Addendum A, as
set forth herein and as amended from time to time.




(y)           “Post-2000 Award” means any
Award granted hereunder with respect to calendar years beginning after December
31, 2000.




(z)           “Pre-1999 Award” means any
Award granted hereunder with respect to calendar years beginning before January
1, 1999.  Special rules for Pre-1999 Awards are provided in Article
6.




(aa)         “Restricted Unit” means 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.




(bb)         “Retirement” with respect to a
Participant means that the employment of the Participant with the Company has
terminated either (i) on or after the Participant’s attaining age 65, or (ii) on
or after the Participant’s attaining age 55 at a time when the sum of the
Participant’s age and aggregate full calendar years of service with the Company,
including service prior to April 21, 1988 with the corporation then named
Alliance Capital Management Corporation, equals or exceeds 70.




(cc)         “Special Program” means the granting of permission to
certain eligible employees of the Company to allocate a portion of their Awards
to Options.




(dd)         “Termination of Employment”
means that the Participant involved 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.




(ee)          “Total Compensation” for a
calendar year means base salary paid during such calendar year, bonus paid for
such calendar year even if paid after the end of such calendar year or deferred,
commissions paid during such calendar year and the Award for such calendar
year.




4


(ff)           “Unforeseeable Emergency” means
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.




(gg)           “Vesting Period” means the
applicable vesting period with respect to an Award, as provided for in Section
3.01(a).




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 to 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 nominal amount of an Award will be determined by
the Committee in its sole and absolute discretion, and such amount will be
credited to the Participant’s Account as of the Effective Date for such
Award.  An Award, including Earnings thereon, vests in accordance with
the terms of Article 3, and any such vested Award will be subject to the rules
on distributions and deferral elections under Articles 4 and 5,
respectively.




Section
2.03     Investment
Elections.  Each Participant shall submit, in accordance with
deadlines and procedures established from time to time by the Committee, an
Investment Election Form with respect to each Award.  Such Investment
Election Form shall designate what percentage of such Participant’s Award shall
be treated for purposes of the Plan as (a) notionally invested in (i) Restricted
Units and (ii) each of the Approved Funds, and (b) invested in Options through
the Special Program; provided that with respect to a designation to invest in
Options through the Special Program, the Board reserves the absolute right, in
its sole discretion, to accept and reject such investment
election.  The Committee in its sole discretion may, but shall not be
obligated to, permit each Participant to reallocate notional investments in each
Account among Restricted Units and the various Approved Funds or just among the
Approved Funds, subject to, without limitation, restrictions as to the frequency
with which such reallocations may be made.  The Committee may
determine for each calendar year a minimum percentage and a maximum percentage
of each Award that may be treated as notionally invested in Restricted Units and
each Approved Fund.  The Committee may also determine for each
calendar year a minimum and a maximum percentage of each Award that may be
allocated to Options.  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, and the amounts in such Account notionally
allocated to Restricted Units and each of the Approved Funds, and the amount in
such Account allocated to Options.




5


Section
2.04      Earnings on an
Account.




(a)           Each
Award for which an Investment Election Form has been validly submitted shall be
credited to a separate Account in the proportions set forth in such Investment
Election Form or as directed by the Committee.  The amount of such
Account shall be treated as notionally invested in Restricted Units or Approved
Funds, as applicable, as of a date determined by the Committee (the “Earnings Date”), which shall
be no later than forty-five days after the Effective
Date.  Notwithstanding Sections 2.05 and 2.06, Earnings will be
credited or debited, as applicable, beginning from the Earnings Date but will
not be credited or debited for any period prior to the Earnings
Date.




(b)           Not
less frequently than as of the end of each calendar year following the year
during which an Account is established in connection with an Award, each Account
maintained under the Plan will be credited or debited, as applicable, with the
amount, if any, necessary to reflect Earnings as of that date.




Section
2.05       Awards Invested in Approved
Funds.




(a)           To
the extent the Committee or an Investment Election Form validly directs the
notional investment of all or a part of any Award in Approved Funds, that
portion of such Award so designated shall, as of a date determined by the
Committee, be treated as notionally invested in such Approved
Funds.  If a cash dividend or other cash distribution is made with
respect to Approved Funds, as of a date determined and as calculated by the
Committee in its sole discretion, a Participant whose Account is notionally
invested in Approved Funds (whether vested or unvested) will have such notional
investment increased by an amount equal to the cash dividend or other cash
distribution that would have been due on the Account had there actually been an
investment in Approved Funds.  Such increase shall be proportionately
allocated by the Committee in its sole discretion between Approved Funds, as
applicable, and such increase shall be vested at all times.




(b)           To
the extent any Approved Fund is terminated, liquidated, merged with another fund
or experiences a major change in investment strategy or other extraordinary
event, the Committee may, if so authorized by the Board, in such manner as it
may in its sole discretion deem equitable, reallocate or otherwise adjust the
amount of any Account under this Article 2 to reflect the occurrence of such
event.




6


Section
2.06       Awards Invested in Restricted
Units.




(a)           To
the extent the Committee or an Investment Election Form validly directs the
notional investment of all or part of any Award in Restricted Units, that
portion of such Award so designated shall, as of a date and based on a Fair
Market Value of a Holding Unit as determined by the Committee and pursuant to
procedures established by the Committee from time to time, be converted into a
whole number of Restricted Units.  From and after the date of such
conversion, that portion of an Award which has been validly made to notionally
invest in Restricted Units shall be denominated, and shall thereafter be treated
for all purposes as, a grant of that number of Restricted Units determined
pursuant to the preceding sentence.




(b)           If
a cash dividend or other cash distribution is made with respect to Holding
Units, within 90 days thereafter, a distribution will be made to a Participant
whose Account is credited with Restricted Units (whether vested or unvested) in
an amount (the “Equivalent
Distribution Amount”) equal to the number of such Restricted Units
credited to the Participant’s Account, times the value of the cash dividend or
other cash distribution per Holding Unit; provided, however, if a
Participant defers distribution of his Award under Article 5, the Equivalent
Distribution Amount will be converted at such time or times and in accordance
with such procedures as shall be established by the Committee, into vested
Restricted Units based on the Fair Market Value of a Holding Unit as determined
by the Committee, and such converted benefit shall be distributed in accordance
with Section 4.03.




(c)           Fractional
unit amounts remaining after conversion under this Section 2.06 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 deposit in the Approved Funds.




(d)           In
the event that the Committee determines that 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 Holding, issuance of warrants or other rights to purchase limited
partnership interests or other securities of Holding, any incorporation of
Holding, or other similar transaction or events affects Holding Units such that
an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee may, if so authorized by
the Board, in such manner as it may deem equitable, adjust the number of
Restricted Units or securities of Holding (or number and kind of other
securities) subject to outstanding Awards, or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award.




7


Section
2.07       Awards Invested in
Options




(a)           To
the extent the Committee or an Investment Election Form validly directs the
investment of all or part of any Award in Options, that portion of such Award so
designated shall, as of a date and as determined by the Committee, be used to
purchase Options having a value calculated in accordance with Black-Scholes
methodology (“Initial
Award”).  From and after the date of such conversion, that
portion of an Award which has been validly made to invest in Options shall be
denominated, and shall thereafter be treated for all purposes as, a grant of
that number of Options determined pursuant to the preceding
sentence.




(b)           To
the extent an Award is validly invested in Options under the Special Program,
the Committee may authorize an additional award to a Participant, which may be
based on such Participant’s Initial Award (“Match”).







ARTICLE
3


Vesting,
Expiration and Forfeitures




Section
3.01      General.




(a)           Subject
to Section 3.01(b) below, an Award, including Earnings thereon, shall vest in
equal annual installments during the vesting period (the “Vesting Period”) specified
below, as applicable, with respect to each such Award, with the first such
installment vesting on the first anniversary of the date determined for this
purpose by the Committee in connection with such Award (the “Grant Date”), and the
remaining installments vesting on subsequent anniversaries of the Grant Date,
provided in each case that the Participant is employed by a Company on such
anniversary.  For purposes of this Plan, the “vesting” of a Restricted Unit
shall mean the lapsing of the restrictions thereon with respect to such
Restricted Unit.  For purposes of this Plan and the Special Program,
the “vesting” of Options
shall mean the percentage of Holding Units subject to the Options with respect
to which the Options may be exercised by the Participant.




(i)           Each
Post-2000 Award, including Earnings thereon, but not including any portion of a
Post-2000 Award invested in Options, shall vest as set forth in the following
table, based on the Participant’s age as of the Effective Date with respect to
such Award, unless the Committee in its sole discretion determines that an
alternative Vesting Period should apply with respect to any Post-2000 Award,
notwithstanding such table:




Age
      of ParticipantAs of Effective Date
            Vesting PeriodUp
      to and including 61
            4
      years62
            3
      years63
            2
      years64
            1
      year65
      or older
            Fully
      vested at grant




8


(ii)           The
portion of each Post-2000 Award that is invested in Options shall vest and
expire as set forth in the following tables, unless the Committee, in its sole
discretion, determines that an alternative Vesting Period or expiration date
should apply with respect to such portion of any Post-2000 Award,
notwithstanding such tables:




Options
            Vesting PeriodInitial
      Award
            5
      years (20% in each year)Match
            10
      years (20% in each of years 6 through
10)







Options
            Expiration DateInitial
      Award
            10
      years from grant dateMatch
            11
      years from grant date







(iii)           Each
1999-2000 Award, including Earnings thereon, shall vest as set forth in the
following table, based on the Participant’s age as of the Effective Date with
respect to such Award:




Age
      of Participant as of Effective
      Date
            Vesting PeriodUp
      to and including 47
            8
      years48
            7
      years49
            6
      years50-57
            5
      years58
            4
      years59
            3
      years60
            2
      years61
            1
      year62
      or older
            Fully
      vested at grant





(iv)           The
Vesting Period of each Pre-1999 Award made for 1995, including Earnings thereon,
is three years.  The Vesting Period of each Pre-1999 Award made for a
calendar year after 1995, including Earnings thereon, is eight
years.




(b)           The
unvested portion of any Award held by such Participant shall become 100% vested
upon a Participant’s Termination of Employment due to death, upon a
Participant’s Disability, and with respect to a Pre-1999 Award only, upon a
Participant’s Termination of Employment due to Retirement.




9


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 of
Section 3.01 on the effective date of the Participant’s Termination of
Employment for any reason other than death, and, only with respect to a Pre-1999
Award, the Participant’s Termination of Employment due to 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 under Section
3.01(a).  In addition, the Committee may, in its sole discretion,
determine that alternative forfeiture provisions will apply with respect to any
Post-2000 Award invested in Options which shall be reflected in the applicable
option award agreements.




ARTICLE
4


Distributions




Section
4.01      General.  Subject
to Section 2.06(b), no Award will be distributed unless such distribution is
permitted under this Article 4.  The payment of the vested portion of
an Award, including Earnings thereon, shall be treated as drawn proportionately
from the investment alternative(s) in effect as of the relevant payment
date.  Any such payment shall be made in Holding Units to the extent
such payment is attributable to an Award notionally invested in Restricted
Units.  Any portion of an Award, including Earnings thereon, 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 Award, including Earnings thereon, distributed to him annually in
the form of a lump sum within 70 days after such portion vests under the
applicable Vesting Period of Section 3.01.




(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 paid under Section 4.02(a), including Earnings thereon,
distributed to him as follows:




(i)           In
the event of a Participant’s Disability, such distribution will be made to the
Participant in a single lump sum payment within 90 days following the
Participant’s Disability.




(ii)           In
the event of a Participant’s Termination of Employment due to the Participant’s
death, such distribution will be made to the Participant’s Beneficiary in a
single lump sum payment in the calendar year in which the 180th day anniversary
of the death occurs.




10


(iii)           With
respect to Pre-1999 Awards, in the event of a Participant’s Termination of
Employment due to Retirement, such distribution will be made to the Participant
in a single lump sum payment within 90 days following the six month anniversary
of such Termination of Employment.




(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, including Earnings thereon, will
be made within 70 days after each portion vests; provided, however, that any
such payment that becomes payable prior to the six month anniversary of such
Termination of Employment shall be paid within 70 days following such
anniversary.




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, including
Earnings thereon, will be distributed to him within 70 days following the
benefit commencement date specified on such Deferral Election Form and in the
form of payment elected on such 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 Termination of Employment due to death, the elections made by such
Participant on his Deferral Election Form shall be disregarded, and the
Participant’s Award, including Earnings thereon, will be distributed to his
Beneficiary in a single lump sum payment in the calendar year in which the
180th day
anniversary of the death occurs.




In the
event that a Participant incurs a Disability on or after January 1, 2009,
payment will be made in accordance with such Participant’s election on his
Deferral Election Form.  Such an election may be made with regard to
awards granted on or after January 1, 2009 and, pursuant to transition guidance
issued by the Internal Revenue Service in connection with Section 409A,
including Internal Revenue Service Notice 2007-86, with regard to awards granted
prior to such date.  Notwithstanding the foregoing, in the event that
a Participant incurs a Disability prior to January 1, 2009, the Participant’s
Award, including Earnings thereon, will be distributed to him or his
Beneficiary, as applicable,
in a single lump sum payment within 90 days following the Participant’s
Disability.




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, including Earnings thereon,
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.




11


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




ARTICLE
5


Deferrals
of Compensation




Section
5.01     Initial Deferral
Election.  The Committee may permit deferral elections of
Pre-1999 Awards, 1999-2000 Awards and/or Post-2000 Awards in its sole and
absolute discretion in accordance with procedures established by the Committee
for this purpose from time to time (except to the extent that any such Award is
invested in Options).  If so permitted, a Participant may elect in
writing on a Deferral Election Form to have the portion of the Award which
vests, including Earnings thereon, distributed as of a 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 of Section 3.01(a), or if earlier and so permitted by the Committee, six
months following such Participant’s Termination of Employment.  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 lump
sum or substantially equal annual installments over a period of up to ten years)
as elected by the Participant.  If the Participant has failed to
properly elect a distribution commencement date, the Participant will be deemed
to have elected to have the Award distributed as the Award vests, and if the
Participant has failed to properly elect a method of payment, the Participant
will be deemed to have elected to have the Award distributed in the form of a
lump sum.  If deferrals are permitted by the Committee, 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 following:




(a)           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.




(b)           With
respect to the deferral of an Award subject to Section 409A of the Code that
relates all or in part to services performed between January 1, 2005 and
December 31, 2005, a Deferral Election Form may be submitted by March 15,
2005.




(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.




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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,
including Earnings thereon, 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 Plan
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.




ARTICLE
6


Special
Rules For Pre-1999 Awards




Section
6.01      Generally.  Except
as otherwise provided in Section 6.02, Articles 1 through 5 hereunder shall
apply with respect to Pre-1999 Awards.




Section
6.02     Pre-1999 Award
Election.




(a)           Each
Participant whose Account is credited with a Pre-1999 Award may make a one-time
election, effective January 1, 2006, conditioned on the Participant’s being
employed by any of the Companies on such date, in accordance with procedures
established by the Committee and on an election form supplied by the Committee,
to have all of his Pre-1999 Award Accounts notionally invested in one or both of
(i) Restricted Units or (ii) any Approved Fund designated by the Committee from
time to time (a “Pre-1999 Award
Election”).  Each such notional investment shall be adjusted
for Earnings.  The deadline for properly submitting a Pre-1999 Award
Election to the Committee (or its delegate) is December 9, 2005.




(b)           To
the extent that any Pre-1999 Award Election is not effective, such notional
investments are not permitted and such Pre-1999 Award is subject to the terms
and conditions applicable thereto as specified in the version of this Plan in
effect prior to January 1, 2005 which is hereby incorporated herein by
reference, including the method of adjusting such Award for “earnings” as
defined therein.




(c)           With
respect to any Pre-1999 Award Election designating a notional investment in
Restricted Units effective January 1, 2006, the Participant’s Pre-1999 Award
Account (or portion thereof) is converted into Restricted Units by dividing the
proportion of the closing balance of the Pre-1999 Award Account on December 31,
2005 so designated, by the closing price of a Holding Unit on the New York Stock
Exchange on December 31, 2005 as published in the Wall Street
Journal.




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(d)           To
the extent that a Pre-1999 Award subject to a Pre-1999 Award Election is not
vested on January 1, 2006, the notional investment in Restricted Units and
Approved Funds, as applicable, shall be subject to the vesting schedule
remaining on such Pre-1999 Awards.




(e)           Any
Participant making a Pre-1999 Award Election shall contemporaneously also elect
a distribution commencement date, not earlier than January 31, 2007, for the
commencement of the distribution of his vested investment under such Pre-1999
Award Election, in accordance with procedures established by the
Committee.  Distributions shall commence as of the distribution
commencement date elected, or if earlier and so elected by the Participant at
the time the distribution commencement date is elected, the date of the
Participant’s “separation from service” (within the meaning of Section 409A),
subject to a six month delay following such separation from service in all cases
other than in the event of the Participant’s death.  If the
Participant has failed to properly elect a distribution commencement date, the
Committee will commence distribution in calendar year 2007.  A
Participant may elect to receive the distribution of the amounts deferred under
this section in (i) a single lump sum distribution, (ii) substantially equal
annual installments over a period of up to 10 years or (iii) a 50% lump sum with
the remainder in five annual installments, as elected by the Participant in
accordance with procedures established by the Committee.  If the
Participant has failed to properly elect a method of payment, the method of
payment shall be a lump sum.  A Participant who has made a Pre-1999
Award Election to utilize Restricted Units shall receive his distribution in the
form of Holding Units.




ARTICLE
7


Special
Rules For 1999-2000 Awards




Section
7.01    Generally.  Except
as otherwise provided in Section 7.02, Articles 1 through 5 hereunder shall
apply with respect to 1999-2000 Awards.




Section
7.02    Notional Investment in Restricted
Units.  1999-2000 Awards are notionally invested in Restricted
Units only.  Except as otherwise specified by the Committee,
Participants receiving such Awards are not permitted to elect to notionally
invest any such Award or part thereof in, or reallocate any notional investment
in Restricted Units to, any Approved Fund.  The use of an Investment
Election Form is not applicable with respect to 1999-2000 Awards, and the
Committee shall administer such 1999-2000 Awards, including the crediting of a
Participant’s Account with his Award, and the adjustment of Earnings thereon,
without the Participant’s submission of such an Investment Election Form; provided, however, that the
foregoing shall not limit the Committee from requiring such a Participant to
submit any other forms or documentation that the Committee requires in its sole
discretion.




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ARTICLE
8


Administration;
Miscellaneous




Section
8.01     Administration of the
Plan.  The Plan is intended to be an unfunded, non-qualified
incentive plan and 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 the Plan 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 Plan and to take any and all
actions in connection with the Plan, 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
Plan, including its computation of notional investment returns and Earnings,
shall be conclusive and binding on all Persons having an interest in the
Plan.




Section
8.02     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
8.03   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 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
8.04    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 Plan.  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.




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




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




(e)           Neither
the establishment of the Plan 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.




(f)           No
Award or right to receive any payment, including Restricted Units, under the
Plan 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 shall be held illegal or invalid, the illegality or
invalidity shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if the illegal or invalid provision had not
been included in the Plan.




(h)           Any
notice to be given by the Committee under the Plan 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 Plan 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 Plan.




(j)           The
provisions of the Plan 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 Plan 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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