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EXHIBIT 3.2
AMENDMENT NO. 1
TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
ALLIANCE CAPITAL MANAGEMENT
L.P.
THIS AMENDMENT NO. 1 (this "Amendment") to the
Amended and Restated Agreement of Limited Partnership of Alliance
Capital Management L.P. (the "Partnership") dated as of October 29,
1999 (the "Partnership Agreement"), is made and entered into as of
February 24, 2006. Capitalized terms used in this Amendment that
are not otherwise herein defined are used as defined in the
Partnership Agreement.
WHEREAS, Section 17.01(a) of the Partnership
Agreement provides that the General Partner may, without the
approval of any Partner or other Person, amend any provision of the
Partnership Agreement to reflect a change in the name of the
Partnership;
WHEREAS, Section 17.01(d) of the Partnership
Agreement provides that the General Partner may, without the
approval of any Partner or other Person, amend any provision of the
Partnership Agreement to reflect a change that the General Partner
in its sole discretion determines does not adversely affect the
Limited Partners in any material respect; and
WHEREAS, Section 17.01(g) of the Partnership
Agreement provides that the General Partner may, without the
approval of any Partner or other Person, amend any provision of the
Partnership Agreement to reflect an amendment that the General
Partner in its sole discretion determines is necessary or desirable
to conform the provisions of the Partnership Agreement to the
provisions of the Alliance Holding Partnership
Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements of the parties herein contained and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
1. Amendments .
(a) Section 2.01(b) of the Partnership Agreement is hereby
amend
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