0001104659-06-011929 Sample Contracts

INCENTIVE AWARD AGREEMENT
Incentive Award Agreement • February 24th, 2006 • Alliancebernstein L.P. • Investment advice • New York

THIS AGREEMENT, made as of the day of , 20 , by and between Alliance Capital Management L.P., and Alliance Capital Management Holding L.P., both Delaware limited partnerships (collectively, the “Company”), and (the “Participant”).

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AWARD AGREEMENT UNDER THE ALLIANCE COMMISSION SUBSTITUTION PLAN
Award Agreement • February 24th, 2006 • Alliancebernstein L.P. • Investment advice • New York

In connection with your grant of the Award, you and the Company 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 this Agreement.

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