ex10_05.htm


    
      

    

    Exhibit
10.05

     

    
      ALLIANCEBERNSTEIN
COMMISSION SUBSTITUTION PLAN

      


      As
Amended And Restated Effective As Of December 5, 2008

      


       

      AllianceBernstein
Holding L.P. maintains this AllianceBernstein Commission Substitution Plan (the
“Plan”) to create a
compensation program to attract and retain eligible employees expected to make a
significant contribution to the future growth and success of
AllianceBernstein.  The Plan was originally effective as of January 1,
2003.

       

      The right
to defer Awards hereunder shall be considered a separate plan within the
Plan.  Such separate plan shall be referred to as the “ACSP Deferral
Plan.”  The ACSP 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 ACSP 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 is hereby 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.  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 AllianceBernstein, Holding, 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 AllianceBernstein, Holding, the Committee, their
affiliates, and 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.  This restatement incorporates and supersedes all of the
amendments to the Plan through November 28, 2007.

       

       

      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 Committee.

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      (c)           “AllianceBernstein” means
AllianceBernstein Holding L.P., including any successor to all or substantially
all of its business and assets.

       

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

       

      (e)           “Award” means any award which
the Committee shall grant under Section 2.01 of this Plan.

       

      (f)           “Beneficiary” means one or more
Persons, trusts, estates or other entities, designated in accordance with
Section 6.03(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.

       

      (g)           “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.

       

      (h)           “Board” means the Board of
Directors of the general partner of Holding and AllianceBernstein or a duly
authorized committee of thereof.

       

      (i)           “Cause” means: (i) an act or
acts constituting a felony under the laws of the United States or any state
thereof; (ii) willful dishonesty in the performance of a Participant’s duties;
(iii) acts or omissions by a Participant in the performance of his or her duties
which are substantially injurious to the financial condition or business
reputation of any of the Companies; (iv) a Participant’s continued failure
substantially to perform his or her duties; or (v) willful insubordination or
failure to follow a lawful directive.

       

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

       

      (k)           “Committee” means the
administrative committee designated by AllianceBernstein’s management from time
to time to administer the plan.

       

      (l)           “Company” means
AllianceBernstein and any corporation or other entity of which AllianceBernstein
or AllianceBernstein Holding L.P. (“Holding”) (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.

       

      (m)           “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.

       

      (n)           “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.

       

      
        
          
             


          

          
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      (o)           “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.

       

      (p)           “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
ACSP 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.

       

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

       

      (r)           “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.

       

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

       

      (t)           “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 2.02.

       

      (u)           “Participant” means any
Eligible Employee of any Company whose principal duties are to sell or market
the products or services of a Company, whose compensation is entirely or mostly
commission-based, and who has been designated by the Committee as a Participant
of the Plan.

       

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

       

      (w)           “Plan” means the
AllianceBernstein Commission Substitution Plan, as set forth herein and as
amended from time to time.

       

      
        
          
             


          

          
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      (x)           “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.

       

      (y)           “Retirement” with respect to a
Participant means that the employment of the Participant with the Company has
terminated on or after the Participant’s attaining age 65.

       

      (z)           “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.

       

      (aa)           “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.

       

      (bb)           “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(a), 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.

       

      (cc)           “Vesting Schedule” means the
“Default Vesting Schedule” or the “Alternative Vesting Schedule,” as applicable,
as provided for in Section 3.01.

       

       

      ARTICLE
2

      Participation

       

      Section
2.01.           Grant.  The
Committee shall have the authority to provide from time to time for the grant of
Awards to Participants.  The amount of any such Award and the identity
of any such Participant shall be designated by the Committee in its sole and
absolute discretion.  The total nominal amount of each Award will be
credited to an Account established for such Award for the relevant Participant,
as of the end of the calendar year for which the decision to grant such Award is
made (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
2.02.          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 that percentage of such Participant’s Award which
shall be treated for purposes of the Plan as notionally invested in (i)
Restricted Units and (ii) each of the Approved Funds.  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.  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.


      
        
           


        

        
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      Section
2.03.           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 2.04 and 2.05, 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
2.04.           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.

       

      
        
          
             


          

          
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      Section
2.05.           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 2.05 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.

       

       

      ARTICLE
3

      Vesting
and Forfeitures

       

      Section
3.01.           General.  Subject
to Section 3.02, with respect to any Award credited to an Account maintained for
a Participant in connection with such Award, the Participant will vest, on each
of the first three anniversaries of the date on which the Award is credited to
the Account, in an amount equal to one-third of the relevant Award, plus an
aliquot portion of the Earnings thereon (the “Default Vesting
Schedule”).  Notwithstanding the foregoing, at the time of any
Award, the Committee may provide for an alternative vesting schedule rather than
the Default Vesting Schedule (the “Alternative Vesting
Schedule”).  If a Participant has a Termination of Employment
as a result of a termination for Cause or the Participant’s resignation for any
reason, the Participant shall forfeit the balance of any Account maintained for
him or her which has not been vested in accordance with the Default Vesting
Schedule or the Alternative Vesting Schedule, as the case may be (the “Vesting Schedule”) on the
effective date of the Participant’s Termination of Employment; 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 the Participant who has a termination for Cause or has resigned
for any reason will continue to vest in the balance of such Account following
such Termination of Employment at the same time(s) that such balance would have
otherwise vested under the Vesting Schedule.  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.

       

      
        
           


        

        
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      Section
3.02.           Death, Disability, Retirement or
Termination Without Cause.  Notwithstanding Section 3.01, a
Participant’s Account will become 100% vested upon the Participant’s Termination
of Employment due to death, upon the Participant’s Disability, Retirement or a
termination without Cause.

       

       

      ARTICLE
4

      Distributions

       

      Section
4.01.           General.  Subject
to Section 2.05(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 had 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 oe 90] days after such portion vests under the
applicable Vesting Schedule 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:

       

      
        
           


        

        
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      (i)           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.

       

      (ii)           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 such
Disability.

       

      (iii)           In
the event of a Participant’s Termination of Employment due to the Participant’s
Retirement or termination without Cause, such distribution will be made to the
Participant in a single lump sum payment within 90 days following the six month
anniversary of any such Termination of Employment.

       

      (iv)           In
the event that the Committee determines in its sole discretion under Section
3.01 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 or 90] days after each portion vests; provided, however, that such
payments may not commence prior to the six month anniversary of such Termination
of Employment.

       

      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 90 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.

       

      
        
           


        

        
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      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 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, 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 Schedule, 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 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 under Section 2.01, 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 in a calendar year, a Deferral
Election Form may be submitted by March 15 of such calendar year.

       

      
        
           


        

        
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      (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,
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.

       

       

      ARTICLE
6

      Administration;
Miscellaneous

       

      Section
6.01.           Administration of the
Plan.  The Plan is intended to be an unfunded, non-qualified
incentive plan and the ACSP 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
6.02.                                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.

       

      
        
           


        

        
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      Section
6.03.           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.     

       

      (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 nor 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.

       

      
        
           


        

        
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      (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.

       

      
        
        

      

      (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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