0001140361-09-004725 Sample Contracts

AMENDED AND RESTATED COMMERCIAL PAPER DEALER AGREEMENT [4(2) Commercial Paper Program]
Commercial Paper Dealer Agreement • February 23rd, 2009 • Alliancebernstein Holding L.P. • Investment advice • New York

This Amended and Restated Commercial Paper Dealer Agreement, dated as of February 10, 2009, confirms the agreement among Banc of America Securities LLC (“BAS”), Merrill Lynch Money Markets Inc. (“Merrill”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and AllianceBernstein L.P., formerly known as Alliance Capital Management L.P. (the “Partnership”), whereby each of BAS, Merrill and Deutsche Bank, severally and not jointly, will act as a dealer with respect to the promissory notes to be issued by the Partnership, which will be issued either in physical bearer form or book-entry form, and amends and restates the Amended and Restated Commercial Paper Dealer Agreement, dated as of May 3, 2006 (the “2006 Dealer Agreement”) among BAS, Merrill and the Partnership. Each of BAS, Merrill and Deutsche Bank is also sometimes referred to herein as a “Dealer” and collectively as the “Dealers.” Notes in book-entry form will be represented by master notes registered in the name of a nominee of The

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Special Option Program under the Option Award Agreement
Term Incentive Plan • February 23rd, 2009 • Alliancebernstein Holding L.P. • Investment advice • New York

Agreement, dated as of January 23, 2009, among AllianceBernstein L.P. (“Partnership”), AllianceBernstein Holding L.P. (“Holding”) and <PARTC_NAME> (“Participant”), an employee of the Partnership or a subsidiary of the Partnership.

ALLIANCEBERNSTEIN L.P. FINANCIAL ADVISOR WEALTH ACCUMULATION PLAN INCENTIVE AWARD AGREEMENT
Incentive Award Agreement • February 23rd, 2009 • Alliancebernstein Holding L.P. • Investment advice • New York

THIS AGREEMENT, made as of the 1st day of December, 2007, by and between AllianceBernstein L.P., a Delaware limited partnership (the “Company”), and (the “Participant”).

AWARD AGREEMENT UNDER THE AMENDED AND RESTATED ALLIANCEBERNSTEIN PARTNERS COMPENSATION PLAN
Award Agreement • February 23rd, 2009 • Alliancebernstein Holding L.P. • Investment advice • New York

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

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