0001104659-03-005082 Sample Contracts

AWARD AGREEMENT UNDER THE AMENDED AND RESTATED ALLIANCE PARTNERS COMPENSATION PLAN
Award Agreement • March 27th, 2003 • Alliance Capital Management Holding Lp • Investment advice • New York

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

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AWARD AGREEMENT FOR THE YEAR 2002 OFFERING UNDER THE SCB DEFERRED COMPENSATION AWARD PLAN
Award Agreement • March 27th, 2003 • Alliance Capital Management Holding Lp • Investment advice

You have been granted an Award under the SCB Deferred Compensation Award Plan (the “Plan”) pursuant to the year 2002 offering under the Plan, as specified below:

ALLIANCE CAPITAL MANAGEMENT L.P. UNIT OPTION PLAN AGREEMENT
Unit Option Plan Agreement • March 27th, 2003 • Alliance Capital Management Holding Lp • Investment advice • New York

AGREEMENT, dated December 6, 2002 between Alliance Capital Management L.P. (the “Partnership”), Alliance Capital Management Holding L.P. (“Alliance Holding”) and Paul C. Rissman (the “Participant”), an employee of the Partnership or a subsidiary of the Partnership (an “Employee Participant”).

ALLIANCE CAPITAL MANAGEMENT L.P. UNIT OPTION PLAN AGREEMENT
Option Plan Agreement • March 27th, 2003 • Alliance Capital Management Holding Lp • Investment advice • New York

AGREEMENT, dated December 6, 2002 between Alliance Capital Management L.P. (the “Partnership”), Alliance Capital Management Holding L.P. (“Alliance Holding”) and Gerald M. Lieberman (the “Participant”), an employee of the Partnership or a subsidiary of the Partnership (an “Employee Participant”).

ALLIANCE CAPITAL MANAGEMENT L.P. UNIT OPTION PLAN AGREEMENT
Unit Option Plan Agreement • March 27th, 2003 • Alliance Capital Management Holding Lp • Investment advice • New York

AGREEMENT, dated December 6, 2002 between Alliance Capital Management L.P. (the “Partnership”), Alliance Capital Management Holding L.P. (“Alliance Holding”) and Robert H. Joseph, Jr. (the “Employee”), an employee of the Partnership or a subsidiary of the Partnership.

ALLIANCE CAPITAL MANAGEMENT L.P. UNIT OPTION PLAN AGREEMENT
Option Plan Agreement • March 27th, 2003 • Alliance Capital Management Holding Lp • Investment advice • New York

AGREEMENT, dated December 6, 2002 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.

March 7, 2003 Mr. Bruce W. Calvert Alliance Capital Management Corporation 1345 Avenue of the Americas New York, NY 10105 Dear Bruce:
Alliance Capital Management Holding Lp • March 27th, 2003 • Investment advice • New York

This letter sets forth the terms of your agreement with Alliance Capital Management Corporation (the “Company”) and Alliance Capital Management L.P. (the “Partnership”) in connection with your new role and responsibilities.

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