ex10_06.htm


    
      

    

    Exhibit 10.06

     

    AWARD
AGREEMENT

    


    UNDER
THE AMENDED AND RESTATED

    ALLIANCEBERNSTEIN
PARTNERS COMPENSATION PLAN

    


    You have
been granted an award under the Amended and Restated AllianceBernstein Partners
Compensation Plan (the "Plan"), as specified below:

    


    Participant:

    


    Amount of
Award:

    


    Date of
Grant: 12/31/2008

    


    In
connection with your award (the "Award"), you, AllianceBernstein Holding
L.P.("Holding") and AllianceBernstein L.P. ("AllianceBernstein") agree as set
forth in this agreement (the "Agreement"). The Plan provides a description of
the terms and conditions governing the Award. If there is any inconsistency
between the terms of this Agreement and the terms of the Plan, the Plan's terms
completely supersede and replace the conflicting terms of this Agreement. All
capitalized terms have the meanings given them in the Plan, unless specifically
stated otherwise in the Agreement.

    


    You will
be asked to make an election with respect to the investment of your Award as
described in Section 3(b) of the Plan. Once you have made this election in
accordance with the terms of the Plan and the election form, your Award will be
treated as invested in either restricted Units of Holding, or in one or more
designated money-market, debt or equity fund sponsored by Alliance or its
Affiliate in accordance with the terms of the Plan applicable to Post-2000
Awards.

    


    It is
expressly understood that the Committee is authorized to administer, construe,
and make all determinations necessary or appropriate to the administration of
the Plan and this Agreement, all of which shall be binding upon you. The
Committee is under no obligation to treat you or your award consistently with
the treatment provided for other participants in the Plan.

    


    This
Agreement does not confer upon you any right to continuation of employment by a
Company, nor does this Agreement interfere in any way with a Company's right to
terminate your employment at any time.

    


    This
Agreement is subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.

    


    This
Agreement is governed by, and construed in accordance with, the laws of the
state of New York (without regard to conflict of law provisions).

    


    This
Agreement and the Plan constitute the entire understanding between you and the
Companies regarding this award. Any prior agreements, commitments or
negotiations concerning this award are superseded. This Agreement may be amended
only by another written agreement, signed by both parties.

     

     

    BY
SIGNING BELOW, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND
IN THE PLAN.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective as of January 23, 2009.

    


    AllianceBernstein
L.P.

    By:
AllianceBernstein L.P., General Partner

    


    
      
        
          	
                  By:

                	 	
                  /s/ Robert H.
      Joseph, Jr.

                	 
      
	 
      	 	
                  Robert
      H. Joseph, Jr.

                	 
      
	 
      	 	
                  SVP
      and Chief Financial Officer

                	 
      


        

      

    

    


    


    Signature

    


    


    Participant
Name: