AMENDMENT TO
TRANSFER AGENCY AGREEMENT
Amendment made this day of June 14, 2006 between ALLIANCEBERNSTEIN
GROWTH AND INCOME FUND, INC., (formerly known as Alliance Dividend Shares, Inc.)
a Maryland corporation (the "Fund") and ALLIANCEBERNSTEIN INVESTOR SERVICES,
INC. (formerly known as Alliance Fund Services, Inc.), a Delaware Corporation
("ABIS").
WITNESSETH
WHEREAS, the Fund and ABIS wish to amend the Transfer Agency Agreement
dated as of October 18, 1988 (the "Agreement") in the manner set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Agreement. Section 35 of the Agreement is hereby
amended and restated to read as follows:
SECTION 35. This Agreement may be executed in more than one
counterpart, each of which shall be deemed to be an original, and
shall become effective on the last date of signature below unless
otherwise agreed by the parties. Unless sooner terminated pursuant to
SECTION 32, this Agreement will continue until October 18, 1988 and
will continue in effect thereafter so long as its continuance is
specifically approved at least annually by the Board of Directors or
Trustees or by a vote of the stockholders of the Fund and in either
case by a majority of the Directors or Trustees who are not parties to
this Agreement or interested persons of any such party, at a meeting
called for the purpose of voting on this Agreement.
2. No Other Changes. Except as provided herein, the Agreement shall
be unaffected hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Agreement.
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC.
By:------------------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By:------------------------------------
Name:
Title:
SK 00250 0073 695450