Exhibit 3.2
AMENDMENT
NO. 1
TO
AMENDED AND
RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
ALLIANCE CAPITAL MANAGEMENT
HOLDING L.P.
THIS AMENDMENT NO. 1 (this
“Amendment”) to the Amended and Restated Agreement of
Limited Partnership of Alliance Capital Management Holding L.P.
(the “Partnership”) dated as of October 29, 1999
(the “Partnership Agreement”), is made and entered into
as of February 24, 2004. 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,
Unitholder 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,
Unitholder 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 Unitholders in
any respect; and
WHEREAS,
Section 17.01(g) of the Partnership Agreement provides
that the General Partner may, without the approval of any Partner,
Unitholder 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 Capital 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 amended and restated in its entirety to read as
follows:
“(b) “
AllianceBernstein Holding L.P.
