AMENDED AND RESTATED
                      ALLIANCE PARTNERS COMPENSATION PLAN
                     (as amended through December 6, 1999)

        Alliance Capital Management Holding L.P. (together with any successor to
all or substantially all of its business and assets, "Holding") and its
successor and affiliate Alliance Capital Management L.P. (together with any
successor to all or substantially all of its business and assets, "Alliance")
have established this Alliance Partners Compensation 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
Alliance, 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.

                                    ARTICLE I
                            DEFINITIONS; ELIGIBILITY

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

                (a) "Account" means, with respect to Pre-1999 Awards, a separate
        bookkeeping account established for each Participant for each such
        Award, with the amount of the Award credited to the Account together
        with Earnings thereafter credited thereon.

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

                (c) "Alliance Units" means units representing assignments of
        beneficial ownership of limited partnership interests in Alliance.

                (d) "Award" means any Pre-1999 Award or any Post-1998 Award.

                (e) "Award Agreement" means any written agreement, contract or
        other instrument or document evidencing any Award, which may, but need
        not, be executed or acknowledged by a Participant.
<PAGE>

                (f) "Board" means the Board of Directors of the general partner
        of Holding and Alliance.

                (g) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                (h) "Committee" shall mean the Board or one or more committees
        of the Board designated by the Board to administer the Plan.

                (i) "Company" shall mean Holding, Alliance and any corporation
        or other entity of which Holding or Alliance (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 (2) otherwise has the power to direct or cause the
        direction of its management and policies.

                (j) "Director" shall mean any member of the Board.

                (k) "Disability" shall mean, with respect to a Participant, a
        good faith determination by the Committee that the Participant is
        physically or mentally incapacitated and has been unable for a period of
        six consecutive months to perform substantially all of the duties for
        which the Participant was responsible immediately before the
        commencement of the incapacity. In order to assist the Committee in
        making such a determination and as reasonably requested by the
        Committee, a Participant will (i) make himself or herself available for
        medical examination by one or more physicians chosen by the Committee
        and approved by the Participant, whose approval shall not be
        unreasonably withheld, (ii) grant the Committee and any such physicians
        access to all relevant medical information relating to the Participant,
        (iii) arrange to furnish copies of medical records to the Committee and
        such physicians, and (iv) use his or her best efforts to cause the
        Participant's own physicians to be available to discuss the
        Participant's health with the Committee and its chosen physicians.

               (l) "Earnings" means an amount computed as of the end of each
        calendar year equal to the product of (A) the balance of the
        Participant's Account as of the Effective Date of the Award credited
        thereto and (B) a percentage equal to the higher of (1) the "Alliance
        Growth Rate" for the period from such Effective Date through the end of
        the calendar year as of which the computation is being made (the
        "Earnings Period") and (2) the "Cumulative Compound Reference Rate" for
        the Earnings Period. For purposes of the foregoing, the "Alliance Growth
        Rate" means 1 plus the cumulative percentage increase or decrease in the
        level of Alliance's pre-tax operating earnings per Alliance Unit for
        each calendar year during the


                                       2
<PAGE>

        Earnings Period, compounded annually, multiplied by the square of 1 plus
        the Reference Rate at the end of the Earnings Period, based on such
        product, determining the resultant compound annual growth rate (using
        the number of years in the Earnings Period plus two) and on the basis of
        such computation, determining the cumulative compound growth rate over
        the Earnings Period. Alliance's pre-tax operating earnings per Alliance
        Unit shall be based on Alliance's earnings for each year during the
        Earnings Period, including the weighted average number of Alliance Units
        outstanding during each such year, as determined in accordance with
        generally accepted accounting principles. For purposes of the foregoing,
        the "Cumulative Compound Reference Rate" means 1 plus the cumulative
        Reference Rate determined by taking the Reference Rate at the end of
        each calendar year during the Earnings Period, compounded annually,
        multiplied by the square of 1 plus the Reference Rate at the end of the
        Earnings Period, based on such product, determining the resultant
        compound annual rate (using the number of years in the Earnings Period
        plus two) and on the basis of such computation, determining the
        cumulative compound rate over the Earnings Period. All computations
        shall be made by the Committee and the resulting amounts rounded to the
        nearest one hundredth.

                (m) "Effective Date" of an Award means December 31 of the
        calendar year for which the Award is initially granted under the Plan
        pursuant to Section 3(a) or 9 hereof.

                (n) "Eligible Employee" shall mean, for any calendar year, an
        employee of a Company whom the Committee determines to be eligible for
        an Award; provided, that in connection with Pre-1999 Awards, Eligible
        Employees for any calendar year shall be limited to those employees
        whose annual compensation from the Companies for such year, excluding
        any Award, exceeds the amount prescribed by Code section 414(q)(1)(B) as
        adjusted from time to time and is such that the employees are
        "highly-compensated employees" by reference to ERISA sections 201(2),
        301(a)(3) and 401(a)(1), as determined by the Committee.

                (o) "ERISA" shall mean the Employee Retirement Income Security
        Act of 1974, as amended from time to time.

                (p) "Fair Market Value" shall mean, with respect to a Holding
        Unit as of any given date and except as otherwise expressly provided by
        the Board, the closing price of a Holding Unit on the New York Stock
        Exchange on such date 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.


                                       3
<PAGE>

                  (q) "Final Account Balance" means the aggregate of the vested
         balances of a Participant in each Account maintained for the
         Participant as of the end of the calendar year immediately preceding
         the calendar year in which the employment of the Participant with the
         Companies terminates for any reason or, if the Participant's employment
         with the Companies terminates as of a calendar year end, as of that
         year end.

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

                  (s) "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.

                  (t) "Partner's Pool" means, for each calendar year commencing
         with 1995, the sum of (i) the maximum amount first available to be
         awarded under this Plan with respect to that year; (ii) the aggregate
         amount previously forfeited pursuant to Sections 6 or 12 and not
         subsequently re-granted under the Plan; provided, that with respect to
         Restricted Units forfeited pursuant to Section 6, the amount that shall
         be added to the Partner's Pool pursuant to this Section 1(t) shall be
         the number of such Restricted Units multiplied by the Grant Value
         thereof; and (iii) an amount equal to the difference between the amount
         of the Partners Pool for the immediately preceding calendar year (as
         computed pursuant to this Subsection for that prior year) and the
         aggregate amount of Awards for such year; provided, that the Board or
         Committee may increase the amount otherwise available for awards under
         the Plan in any year by a reduction in the amount otherwise available
         for awards under the Alliance bonus pool for that year.

                  (u) "Plan" means the Alliance Partners Compensation Plan, as
         set forth herein and as amended from time to time.

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

                  (w) "Post-1998 Award" means any Award subject to the
         provisions of Article II hereof.

                  (x) "Pre-1999 Award" means any Award subject to the provisions
         of Article III hereof.


                                       4
<PAGE>

                  (y) "Reference Rate" for any year means the average of the
         rates of interest on 6-month commercial paper (6-month certificates of
         deposit after August 31, 1997) as reflected on "Federal Reserve
         statistical release" H.15 (or any successor publication thereto) as of
         the last day of the calendar year for or as of which such rate is to be
         determined and as of the last day of the immediately prior twelve
         calendar months.

                  (z) "Restricted Unit" shall mean any Holding Unit granted
         under Section 3(a) of the Plan and designated as a Restricted Unit.

                  (aa) "Retirement" with respect to a Participant shall mean
         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.

                  (bb) "Termination of Employment" shall mean 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.

               2. Eligibility. The Committee, in its sole discretion, will
designate those Eligible Employees employed by a Company at the end of a
calendar year who are to receive Awards for that year. In making such
designation, the Committee will consider an Eligible Employee's position with a
Company, the manner in which the Eligible Employee is expected to contribute to
the future growth and success of the Company and such other criteria as it shall
deem relevant. 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.


                                       5
<PAGE>

                                   ARTICLE II
                                POST-1998 AWARDS

               3.     Grant of Awards.

               (a) Not later than thirty days after the end of each calendar
        year commencing with 1999, the Committee may make Awards, effective as
        of the Effective Date of such calendar year, in such amounts as the
        Committee determines in its sole discretion. The amount of each such
        Award shall initially be denominated in a specific cash amount. Except
        as otherwise provided below, each such Award shall be treated hereunder
        as a Post-1998 Award. In its sole discretion, the Committee may
        determine that the aggregate amount of Awards for any year will be less
        than the Partners Pool for that year.

               (b) As soon as reasonably practicable after the grant of
        Post-1998 Awards for each year as described in Section 3(a) above, the
        Committee shall determine, in its sole discretion, the Grant Value of a
        Holding Unit for such Awards. For this purpose, "Grant Value" shall mean
        the effective per-Unit cost of acquiring or issuing the Holding Units to
        be awarded with respect to such Post-1998 Awards. Upon determination of
        the Grant Value for each relevant year, each Post-1998 Award for such
        year shall be denominated, and shall thereafter be treated for all
        purposes as, a grant of that number of Restricted Units equal to the
        quotient of the original cash-denominated amount of such Award, divided
        by the Grant Value for such Award, rounded down to the nearest integer.

               (c) A Participant to whom a Post-1998 Award is made shall,
        reasonably promptly after either the vesting of Restricted Units subject
        to a Post-1998 Award or the determination of the Grant Value for the
        relevant year as described in Section 3(b) above, be provided with a
        statement indicating the number of Restricted Units subject to such
        Award, subject to and pursuant to the terms of the Plan and the
        applicable Award Agreement.

               (d) Notwithstanding the foregoing, the Committee shall have the
        authority, in its sole discretion, to treat any Award for a calendar
        year commencing with 1999 as a Pre-1999 Award. In such case, (i) the
        provisions of this Article II (other than Sections 3(a) and 3(d)) shall
        not apply to such Award; (ii) an Account shall be established with
        respect to such Award; and (iii) such Award shall otherwise be treated
        as subject in all respects to the provisions of Article III of the Plan;
        provided, that, notwithstanding Section 11 of the Plan, the amount of
        such Account (including Earnings thereon) will vest at the same rate as
        the rate at which


                                       6
<PAGE>

         restrictions would have lapsed with respect to the applicable
         Restricted Units in accordance with Section 5, had such Award instead
         been treated as a Post-1998 Award.

               4.     Restricted Units.

               (a) Restricted Units may not be sold, assigned, transferred,
        pledged or otherwise encumbered, except as provided in the Plan or the
        applicable Award Agreements. Each certificate issued in respect of
        Restricted Units with respect to which transfer restrictions remain in
        effect shall bear an appropriate legend, in the form determined by the
        Committee. Upon the lapse of the restrictions applicable to such
        Restricted Units, the owner thereof shall have the right, upon request,
        to receive a certificate or certificates representing such Units free of
        the legend (to the extent permissible and appropriate under relevant
        securities or other law). Until receipt of any such request, the
        Committee shall cause certificates representing such Units to be held on
        the Participant's behalf by the recordkeeper designated by the Committee
        under the Plan.

               (b) Distributions paid on or in respect of any Restricted Units
        (whether vested or unvested) shall be paid directly to the relevant
        Participant.

               5.     Vesting of Restricted Units.

               (a) Except as provided in Section 5(b) below, restrictions shall
        lapse with respect to the Restricted Units subject to each Post-1998
        Award in equal annual installments during the Vesting Period (as
        determined below) with respect to such Award, with restrictions as to
        the first such installment lapsing on the first anniversary of the date
        determined for this purpose by the Committee in connection with such
        Award (the "Grant Date"), and restrictions as to the remaining
        installments lapsing on subsequent anniversaries of the Grant Date,
        provided in each case that the Participant is employed by a Company on
        such anniversary. The "Vesting Period" with respect to each Post-1998
        Award shall be as set forth in the


                                       7
<PAGE>

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 Period
               --------------------                      --------------

               Up to and including 47                       8 years
                        48                                  7 years
                        49                                  6 years
                       50-57                                5 years
                        58                                  4 years
                        59                                  3 years
                        60                                  2 years
                        61                                  1 year
                     62 or older                   Fully vested at grant

               (b) In the event of a Participant's Termination of Employment due
        to death or Disability, restrictions on any remaining Restricted Units
        held by such Participant shall immediately lapse.

               6. Forfeitures. In the event of a Participant's Termination of
Employment for reasons other than death or Disability, all rights and interests
in all of such Participant's Restricted Units with respect to which restrictions
have not previously lapsed will be immediately forfeited; provided, however,
that, in its sole discretion, the Committee may determine to accelerate the
Participant's vesting of any such rights and interests and avoid the forfeiture
of the Participant's otherwise unvested Restricted Units. Any amounts forfeited
pursuant to this Section 6 shall increase the amount of the Partners Pool as
provided for in Section 1(t)(ii).

               7. Section 83(b) Election. A Participant will not make an
election under section 83(b) of the Code with respect to an award of Restricted
Units unless, prior to the date such election is filed with the Internal Revenue
Service, the Participant (i) notifies the Committee of the Participant's
intention to file such election, (ii) furnishes the Committee with a copy of the
election to be filed and (iii) pays (or makes arrangements for the payment
thereof satisfactory to the Committee) the withholding amount to Alliance in
accordance with Section 17(i).

               8. Adjustment of Restricted Units. 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


                                       8
<PAGE>

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 event affects the 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 Holding Units or other
securities of Holding (or number and kind of other securities or property)
subject to outstanding Awards, or, if deemed appropriate, make provision for a
cash payment to the holder of an outstanding Award.


                                   ARTICLE III
                                 PRE-1999 AWARDS

               9. Grant of Awards. Not later than thirty days after the end of
each calendar year prior to 1999, the Committee may make Pre-1999 Awards,
effective as of December 31 of the year to which the Award relates, in such
amounts as the Committee determines in its sole discretion. A Participant to
whom a Pre-1999 Award is made shall promptly thereafter be notified of the Award
in writing by the Committee. The amount of each Pre-1999 Award made to a
Participant will be credited to a separate Account as of the Effective Date of
the Award. In its sole discretion, the Committee may determine that the
aggregate amount of Awards for any year will be less than the Partners Pool for
that year.

               10. Earnings on an Account. As of the end of each calendar year
following the year for which an Account is established, each Account maintained
for a Participant who was employed by the Company at the end of that year will
be credited or debited, as applicable, with the amount, if any, necessary to
reflect Earnings as of that date. As soon as practicable after the end of each
such 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.

               11. Vesting of Amounts in a Participant=s Account. With respect
to each Pre-1999 Award made for 1995, a Participant's rights and interest
therein and any Earnings thereon credited to the Participant's Account will vest
at the rate of 33a percent for each full calendar year that the Participant is
employed by a Company after 1995. With respect to each Pre-1999 Award made for a
calendar year after 1995, a Participant's rights and interest therein and any
Earnings thereon credited to the Participant's Account will vest at the rate of
122


                                       9
<PAGE>

percent for each full calendar year that the Participant is employed by a
Company after the Effective Date of the Award. Notwithstanding any provision of
this Article III to the contrary, a Participant's rights and interest in the
balance in the Participant's Account to the extent not then vested shall become
fully vested upon the Participant's death, Disability or Retirement.

               12. Forfeiture of a Participant=s Account Balances. If a
Participant ceases to be employed by any of the Companies, the balance of any
Account maintained for a Participant on the effective date of the Participant's
Termination of Employment that is not then fully vested (and that does not vest
upon such termination) pursuant to Section 11 or Section 3(d) will thereupon be
forfeited; provided, however, that, in its sole discretion, the Committee may
determine to accelerate the Participant's vesting in any such Account and avoid
the forfeiture of the Participant's otherwise unvested Account balance. Any
amounts forfeited pursuant to this Section 12 shall increase the amount of the
Partners Pool as provided for in Section 1(t)(ii).

               13. Distributions of a Participant=s Final Account Balances.

              (a) In the event a Participant's employment with the Companies
        terminates by reason of the Participant's death, the Participant's Final
        Account Balance, plus interest as provided in Subsection (d)(i) of this
        Section, will be distributed to the Participant's Beneficiary in a
        single-sum cash payment within 45 days after the later of the date the
        Committee receives (i) written notification in form satisfactory to it
        of the Participant's death, and (ii) any tax waiver or governmental
        document deemed relevant by the Committee with respect to making the
        payment.

              (b) In the event a Participant's employment with the Companies
        terminates by reason of the Participant's Disability or Retirement, the
        Participant's Final Account Balance, plus interest as provided in
        Subsection (d)(ii) of this Section, will be distributed to the
        Participant or to the Participant's Beneficiary, as the case may be, in
        cash in five equal annual installments, the first to be made on a date
        within 45 days after the January 1 immediately following the effective
        date of such Disability or Retirement and the others to be made within
        45 days of January 1 in each of the four subsequent calendar years;
        provided, however, that a payment shall be made in a single-sum in an
        amount up to 50 percent of his or her Final Account Balance, plus
        interest as provided in Subsection (d)(i) of this Section, if the
        Participant elects to receive such a payment by written notice submitted
        to the Committee at least twelve months before the effective date of the
        Participant's Disability or Retirement, as the case may be. Any such
        single-sum payment shall be made within 45 days after the


                                       10
<PAGE>

        effective date of the Participant's Disability or Retirement, as the
        case may be, and the subsequent five equal installment payments, which
        shall total (i) the Final Account Balance reduced by the single-sum
        payment computed without regard to Subsection (d)(i) of this Section
        plus (ii) interest as provided in Subsection (d)(ii) of this Section,
        shall be made within 45 days of January 1 in each of the five
        subsequent calendar years.

              (c) In the event a Participant's employment with the Companies
        terminates for any reason other than the Participant's death, Disability
        or Retirement, the Participant's Final Account Balance, plus interest as
        provided in Subsection (d)(ii) of this Section, will be distributed to
        the Participant or the Participant's Beneficiary, as the case may be, in
        cash in five equal annual installments, the first to be made on a date
        within 45 days after the January 1 immediately following the effective
        date of the Participant's Termination of Employment and the others
        within 45 days of January 1 in each of the four subsequent calendar
        years.

              (d) (i) Each single-sum payment to be made pursuant to
        Subsection (a) or (b) of this Section shall include interest on the
        Final Account Balance to be paid at the Reference Rate as of the date
        the Final Account Balance is to be determined.

                      (ii) Each installment payment to be made pursuant to
               Subsection (b) or (c) of this Section shall be calculated by
               considering the portion of the Participant's Final Account
               Balance payable in installments as an indebtedness that accrues
               interest at the Reference Rate as of the date the Final Account
               Balance is determined and that will be amortized by equal
               payments on January 1 of the five calendar years in which the
               installments payments are to be made sufficient to fully
               discharge the deemed indebtedness by the final installment
               payment.


                                   ARTICLE IV
                          ADMINISTRATION; MISCELLANEOUS

               14. Administration of the Plan. The 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 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


                                       11
<PAGE>

computation of Grant Value, number of Restricted Units to be awarded each
Participant, and Earnings, shall be conclusive and binding on all persons having
an interest in the Plan.

               15. Authority to Vary Terms of Awards. The Committee shall have
the authority to grant Awards other than as described in Articles II and III,
subject to such terms and conditions as the Committee shall determine in its
discretion.

               16. 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 adversely affect any right of any Participant or Beneficiary
with respect to any Post-1998 Award or, with respect to any Pre-1999 Award, any
balance in any Account, prior to such amendment, suspension or termination.

               17.    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 of Directors, 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) The right of any Participant or Beneficiary to receive
        payments under Article III of the Plan shall be an unsecured claim
        against


                                       12
<PAGE>

        the general assets of Alliance. All distribution to be made under
        Article III of the Plan shall be paid from the general funds of
        Alliance and no special or separate fund shall be established and no
        segregation of assets shall be made to assure payments of any such
        distributions. No Participant or Beneficiary shall have any right,
        title or interest whatsoever in, or to, any investments which Alliance
        may make to assist it in meeting its obligations under the Plan.
        Nothing contained in the Plan, and no action taken pursuant to the
        Plan, shall create or be construed to create a trust of any kind, or a
        fiduciary relationship between any Company and any other person.

              (d) No right to receive any payment 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.

              (e) 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.

              (f) Any notice to be given by the Committee under the Plan to a
        Participant or Beneficiary shall be in writing addressed to the
        Participant or Beneficiary, as the case may be, 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
        Participant under the Plan shall be in writing addressed to the
        Committee at the address of Alliance.

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

              (h) The provisions of the Plan shall be governed and construed in
        accordance with the laws of the State of New York.

               (i) 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 Award made to the


                                       13
<PAGE>

        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 Alliance for the amount of
        the tax not withheld promptly upon Alliance'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, the
        vesting of Restricted Units, or an election under Section 83(b) of the
        Code (a "Withholding Amount") then, in the discretion of the Committee,
        either (X) prior to or contemporaneously with the delivery of Restricted
        Units to the recipient, the recipient shall pay the Withholding Amount
        to Alliance 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 Units, having a total fair
        market value, as determined by the Committee, equal to the Withholding
        Amount; (Y) Alliance shall retain from any vested Restricted Units to be
        delivered to the recipient that number of 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 Restricted
        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 Alliance 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 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 Alliance as required pursuant to clause
        (i) or make arrangements satisfactory to Alliance regarding payment
        thereof, Alliance may withhold any unpaid portion thereof from any
        amount otherwise due the recipient from Alliance.


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