Exhibit 10.06
AWARD AGREEMENT
UNDER THE AMENDED AND
RESTATED
ALLIANCEBERNSTEIN PARTNERS
COMPENSATION PLAN
You have been
granted an award under the Amended and Restated AllianceBernstein
Partners Compensation Plan (the "Plan"), as specified
below:
Participant:
Amount of
Award:
Date of Grant:
12/31/2008
In connection
with your award (the "Award"), you, AllianceBernstein Holding
L.P.("Holding") and AllianceBernstein L.P. ("AllianceBernstein")
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 the Agreement.
You will be
asked to make an election with respect to the investment of your
Award as described in Section 3(b) of the Plan. Once you have made
this election in accordance with the terms of the Plan and the
election form, your Award will be treated as invested in either
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