AWARD AGREEMENT FOR THE YEAR 2003 OFFERING UNDER THE SCB DEFERRED COMPENSATION AWARD PLAN

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Exibit 10.2

AWARD AGREEMENT

FOR THE YEAR 2003 OFFERING
UNDER THE SCB DEFERRED COMPENSATION AWARD PLAN

        You have been granted an Award under the SCB Deferred Compensation Award Plan (the "Plan") pursuant to the year 2003 offering under the Plan, as specified below:

        In connection with your Award, you and Alliance Capital Management L.P. agree as set forth in this agreement (the "Agreement"). The Plan provides a description of the terms and conditions governing your 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.

         1.     Award Denomination .    Although your Award is initially denominated in cash, it will be converted into Holding Units, Mutual Fund Shares or a combination thereof. You may elect the percentage of your Award to be denominated in Holding Units and Mutual Fund Shares by timely completing and submitting a year 2003 offering Investment Election Form. Your election will be subject to the approval of the Committee. If you fail to make a timely election your Award will be invested 100% into Alliance Holding Units, unless the Committee determines otherwise, in its sole discretion.

         2.     Vesting of Award .    Your Award shall vest with respect to one-third of the Holding Units and Mutual Fund Shares representing the Award as of each of the first, second and third anniversary of the Date of Grant of your Award, provided that you remain in the employ of the Company as of each such anniversary, except that your Award will fully vest:

        (a)   upon your death, Disability or attainment of age 65 prior to your Termination of Employment; or

        (b)   as of the date that the employment of all Committee members (after having exhausted all replacements) has either been (i) terminated involuntarily other than for Cause or (ii) terminated by such Committee members for Good Reason.

         3.     Forfeitures .    To the extent that any portion of your Award is not vest