ALLIANCE CAPITAL MANAGEMENT L.P.
                           UNIT OPTION PLAN AGREEMENT

         AGREEMENT, dated December 6, 1999 between Alliance Capital Management
L.P. (the "Partnership"), Alliance Capital Management Holding L.P. ("Alliance
Holding") and David R. Brewer, Jr. (the "Employee"), an employee of the
Partnership or a subsidiary of the Partnership.

        The Option Committee (the "Administrator") of the Board of Directors
(the "Board") of Alliance Capital Management Corporation, the general partner of
the Partnership and Alliance Holding, pursuant to the Alliance Capital
Management L.P. 1993 Unit Option Plan, a copy of which has been delivered to the
Employee (the "Plan"), has granted to the Employee an option to purchase units
representing assignments of beneficial ownership of limited partnership
interests in Alliance Holding (the "Units") as hereinafter set forth, and
authorized the execution and delivery of this Agreement.

        In accordance with that grant, and as a condition thereto, the
Partnership, Alliance Holding and the Employee agree as follows:

        1. Grant of Option. Subject to and under the terms and conditions set
forth in this Agreement and the Plan, the Employee is the owner of an option
(the "Option") to purchase the number of Units set forth in Section 1 of Exhibit
A attached hereto at the per Unit price set forth in Section 2 of Exhibit A.

        2. Term and Exercise Schedule. This Option shall not be exercisable to
any extent prior to December 6, 2000 or after December 6, 2009 (the "Expiration
Date"). Subject to the terms and conditions of this Agreement and the Plan, the
Employee shall be entitled to exercise the Option prior to the Expiration Date
and to purchase Units hereunder in accordance with the schedule set forth in
Section 3 of Exhibit A.

        The right to exercise this Option shall be cumulative so that to the
extent this Option is not exercised when it becomes initially exercisable with
respect to any Units, it shall be exercisable with respect to such Units at any
time thereafter until the Expiration Date and any Units subject to this Option
which have not then been purchased may not, thereafter, be purchased hereunder.
A Unit shall be considered to have been purchased on or before the Expiration
Date if notice of the purchase has been given and payment therefor has actually
been received pursuant to Sections 3 and 13, on or before the Expiration Date.

        3. Notice of Exercise, Payment and Certificate. Exercise of this Option,
in whole or in part, shall be by delivery of a written notice to the Partnership
and Alliance Holding pursuant to Section 13 which specifies the number of Units
being purchased and is accompanied by payment

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therefor in cash. Promptly after receipt of such notice and purchase price, the
Partnership and Alliance Holding shall deliver to the person exercising the
Option a certificate for the number of Units purchased. Units to be issued upon
the exercise of this Option may be either authorized and unissued Units or Units
which have been reacquired by the Partnership, a subsidiary of the Partnership,
Alliance Holding or a subsidiary of Alliance Holding.

        4. Termination of Employment. This Option may be exercised only while
the Employee is a full-time employee of the Partnership, except as follows:

               (a) Disability. If the Employee's employment with the Partnership
        terminates because of Disability, the Employee (or his personal
        representative) shall have the right to exercise this Option, to the
        extent that the Employee was entitled to do so on the date of
        termination of his employment, for a period which ends not later than
        the earlier of (i) three months after such termination, and (ii) the
        Expiration Date. "Disability" shall mean a determination by the
        Administrator that the Employee is physically or mentally incapacitated
        and has been unable for a period of six consecutive months to perform
        the duties for which he was responsible immediately before the onset of
        his incapacity. In order to assist the Administrator in making a
        determination as to the Disability of the Employee for purposes of this
        paragraph (a), the Employee shall, as reasonably requested by the
        Administrator, (A) make himself available for medical examinations by
        one or more physicians chosen by the Administrator and approved by the
        Employee, whose approval shall not unreasonably be withheld, and (B)
        grant the Administrator and any such physicians access to all relevant
        medical information concerning him, arrange to furnish copies of medical
        records to them, and use his best efforts to cause his own physicians to
        be available to discuss his health with them.

               (b) Death. If the Employee dies (i) while in the employ of the
        Partnership, or (ii) within one month after termination of his
        employment with the Partnership because of Disability (as determined in
        accordance with paragraph (a) above), or (iii) within one month after
        the Partnership terminates his employment for any reason other than for
        Cause (as determined in accordance with paragraph (c) below), this
        Option may be exercised, to the extent that the Employee was entitled to
        do so on the date of his death, by the person or persons to whom the
        Option shall have been transferred by will or by the laws of descent and
        distribution, for a period which ends not later than the earlier of (A)
        six months from the date of the Employee's death, and (B) the Expiration
        Date.

               (c) Other Termination. If the Partnership terminates the
        Employee's employment for any reason other than death, Disability or for
        Cause, the Employee shall have the right to exercise this Option, to the
        extent that he was entitled to do so on the date of the termination of
        his employment, for a period which ends not later than the earlier of
        (i) three months after such termination, and (ii) the Expiration Date.
        "Cause" shall mean (A) the Employee's continuing willful failure to
        perform his duties as an employee (other than as a result of his total
        or partial incapacity due to physical or mental illness), (B) gross
        negligence or malfeasance in the performance of the Employee's duties,
        (C) a finding by a court or other


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<PAGE>

        governmental body with proper jurisdiction that an act or acts by the
        Employee constitutes (1) a felony under the laws of the United States or
        any state thereof (or, if the Employee's place of employment is outside
        of the United States, a serious crime under the laws of the foreign
        jurisdiction where he is employed, which crime if committed in the
        United States would be a felony under the laws of the United States or
        the laws of New York), or (2) a violation of federal or state securities
        law (or, if the Employee's place of employment is outside of the United
        States, of federal, state or foreign securities law) by reason of which
        finding of violation described in this clause (2) the Board determines
        in good faith that the continued employment of the Employee by the
        Partnership would be seriously detrimental to the Partnership and its
        business, (D) in the absence of such a finding by a court or other
        governmental body with proper jurisdiction, such a determination in good
        faith by the Board by reason of such act or acts constituting such a
        felony, serious crime or violation, or (E) any breach by the Employee of
        any obligation of confidentiality or non-competition to the Partnership.

        For purposes of this Agreement, employment by a subsidiary of the
Partnership shall be deemed to be employment by the Partnership. A "subsidiary"
of the Partnership shall be any corporation or other entity of which the
Partnership and/or its subsidiaries (a) have sufficient voting power (not
depending on the happening of a contingency) to elect at least a majority of its
board of directors, or (b) otherwise have the power to direct or cause the
direction of its management and policies.

        5. Non-Transferability. This Option is not transferable other than by
will or the laws of descent and distribution and, except as otherwise provided
in Section 4, during the lifetime of the Employee this Option is exercisable
only by the Employee.

        6. No Right to Continued Employment. This Option shall not confer upon
the Employee any right to continue in the employ of the Partnership or interfere
in any way with the right of the Partnership to terminate the employment of the
Employee at any time for any reason.

        7. Payment of Withholding Tax. (a) In the event that the Partnership or
Alliance Holding determines that any federal, state or local tax or any other
charge is required by law to be withheld with respect to the exercise of this
Option, the Employee shall promptly pay to the Partnership or a subsidiary
specified by the Partnership or Alliance Holding, on at least seven business
days' notice, an amount equal to such withholding tax or charge or (b) if the
Employee does not promptly so pay the entire amount of such withholding tax or
charge in accordance with such notice, or make arrangements satisfactory to the
Partnership and Alliance Holding regarding payment thereof, the Partnership or
any subsidiary of the Partnership may withhold the remaining amount thereof from
any amount due the Employee from the Partnership or the subsidiary.

        8. Dilution and Other Adjustments. The existence of this Option shall
not impair the right of the Partnership or Alliance Holding or their respective
partners to, among other things, conduct, make or effect any change in the
Partnership's or Alliance Holding's business, any issuance of debt obligations
or other securities by the Partnership or Alliance Holding, any grant of options


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<PAGE>

with respect to an interest in the Partnership or Alliance Holding or any
adjustment, recapitalization or other change in the partnership interests of the
Partnership or Alliance Holding (including, without limitation, any
distribution, subdivision, or combination of limited partnership interests), or
any incorporation of the Partnership or Alliance Holding. In the event of such a
change in the partnership interests of the Partnership or Alliance Holding, the
Board shall make such adjustments to this Option, including the purchase price
specified in Section 1, as it deems appropriate and equitable. In the event of
incorporation of the Partnership or Alliance Holding, the Board shall make such
arrangements as it deems appropriate and equitable with respect to this Option
for the Employee to purchase stock in the resulting corporation in place of the
Units subject to this Option. Any such adjustment or arrangement may provide for
the elimination of any fractional Unit or shares of stock which might otherwise
become subject to this Option. Any decision by the Board under this Section
shall be final and binding upon the Employee.

        9. Rights as an Owner of a Unit. The Employee (or a transferee of this
Option pursuant to Section 4) shall have no rights as an owner of a Unit with
respect to any Unit covered by this Option until he becomes the holder of record
of such Unit, which shall be deemed to occur at the time that notice of purchase
is given and payment in full is received under Section 3 and 13. By such
actions, the Employee (or such transferee) shall be deemed to have consented to,
and agreed to be bound by, all other terms, conditions, rights and obligations
set forth in the then current Amended and Restated Agreement of Limited
Partnership of Alliance Holding and the then current Amended and Restated
Agreement of Limited Partnership of the Partnership. Except as provided in
Section 8, no adjustment shall be made with respect to any Unit for any
distribution for which the record date is prior to the date on which the
Employee becomes the holder of record of the Unit, regardless of whether the
distribution is ordinary or extraordinary, in cash, securities or other
property, or of any other rights.

        10. Administrator. If at any time there shall be no Option Committee of
the Board, the Board shall be the Administrator.

        11. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

        12. Interpretation. The Employee accepts this Option subject to all the
terms and provisions of the Plan, which shall control in the event of any
conflict between any provision of the Plan and this Agreement, and accepts as
binding, conclusive and final all decisions or interpretations of the Board or
the Administrator upon any questions arising under the Plan and/or this
Agreement.

        13. Notices. Any notice under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and addressed,
in the case of the Partnership, to the Secretary of Alliance Capital Management
Corporation at 1345 Avenue of the Americas, New York, New York 10105, or if the
Partnership should move its principal office, to such principal office, in the
case of Alliance Holding, to the Secretary of Alliance Capital Management
Corporation at 1345 Avenue of the Americas, New York, New York 10105, or if
Alliance Holding should move its principal office,


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<PAGE>

to such principal office, and, in the case of the Employee, to his last
permanent address as shown on the Partnership's records, subject to the right of
either party to designate some other address at any time hereafter in a notice
satisfying the requirements of this Section.

        14. Sections and Headings. All section references in this Agreement are
to sections hereof for convenience of reference only and are not to affect the
meaning of any provision of this Agreement.

                                    ALLIANCE CAPITAL MANAGEMENT L.P.

                                    By:     Alliance Capital Management
                                            Corporation, its General Partner


                                    By:     /s/ John D. Carifa
                                            ----------------------------------
                                            John D. Carifa
                                            President


                                    ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.

                                    By:   Alliance Capital Management
                                          Corporation, General Partner


                                    By:   /s/ John D. Carifa
                                          ----------------------------------
                                          John D. Carifa
                                          President



                                          /s/ David R. Brewer, Jr.
                                          ----------------------------------
                                          David R. Brewer, Jr.


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<PAGE>

         Exhibit A To Unit Option Plan Agreement Dated December 6, 1999
                    between Alliance Capital Management L.P.,
        Alliance Capital Management Holding L.P. and David R. Brewer, Jr.


1.      The number of Units that the Employee is entitled to purchase pursuant
        to the Option granted under this Agreement is 15,000.


2.      The per Unit price to purchase Units pursuant to the Option granted
        under this Agreement is $30.25 per Unit.


3.      Percentage of Units With Respect to
        Which the Option First Becomes
        Exercisable on the Date Indicated
        ---------------------------------

           1.  December 6, 2000     20%
           2.  December 6, 2001     20%
           3.  December 6, 2002     20%
           4.  December 6, 2003     20%
           5.  December 6, 2004     20%


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