Special Option Program under the 1997 Long Term Incentive Plan

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.

Whereas, The Compensation Committee (“Committee” or “Administrator”) of the Board of Directors (“Board”) of AllianceBernstein Corporation (“Corporation”)­, pursuant to the Partnership’s Amended and Restated 1997 Long Term Incentive Plan (“Plan”), a copy of which has been delivered electronically to the Participant, has granted to the Participant an award (“Award”) consisting of options (“Options”) to purchase units representing assignments of the benefi­cial ownership of limited partnership interests in Holding (“Units”) that vest over the first five anniversaries of grant date;

Now, Therefore , in accordance with the grant of the Award, and as a condition thereto, the Partnership, Holding and the Participant agree as follows:

1.            Grant .  Subject to and under the terms and conditions set forth in this Agreement and the Plan, the Committee hereby awards to the Participant Options, which permit the Participant to purchase from the Partnership the number of Units set forth in Section 1 of Schedule A, at the per Unit price set forth in Section 2 of Schedule A, subject to the vesting schedule set forth in Section 3 of Schedule A.

2.            Term and Vesting Schedule .  (a) The Options shall not be exercisable to any extent prior to January 23, 2010 or after January 23, 2019 (“Option Expiration Date”).  Subject to the terms and condi­tions of this Agreement and the Plan, the Participant shall be entitled to exercise the Options prior to the Option Expiration Date and to purchase Units pursuant to the Options in accordance with the schedule set forth in Section 3 of Schedule A.

(b)     The right to exercise the Options shall be cumulative so that to the extent the Options are not exercised when they become initially exercisable with respect to any Units, they shall be exercisable with respect to such Units at any time thereafter until the Option Expiration Date, subject to any guidelines or restrictions in the Partnership’s Code of Business Conduct and Ethics or the  U.S. federal securities laws.  Options awarded hereunder may not be exercised after the Option Expiration Date ( i.e ., any Units subject to the Options that have not been purchased on or before the Option Expiration Date may no longer be purchased).  A Unit shall be considered to have been purchased on or before the Option Expiration Date if the Partnership has been given notice of the purchase and the Partnership has actually received payment therefor, pursuant to Sections 3, 7 and 15, on or before the Option Expiration Date.

3.       Notice of Exercise, Payment, Certificate and Account .  Exercise of the Options, in whole or in part, shall be by delivery of a written notice to the Partnership and Holding pursuant to Section 15, which specifies the number of Units being purchased and is accompanied by payment therefor in cash.  The Participant may pay the Partnership as many as three business days subsequent to exercise date and may pay the Partnership directly or through a financial intermediary.  Promptly after receipt of such notice and purchase price, the Partnership shall cause the Partnership’s transfer agent to deliver the number of Units purchased.  Units to be issued upon the exercise of Options may be authorized and newly-issued Units or Units that have been reacquired by the Partnership, a subsidiary of the Partnership, Holding or a subsidiary of Holding.

4.       Termination .  The Options may be exer­cised by the Participant only while the Participant is employed full-time by the Partnership, except as follows:

(a)       Disability .  If the Participant’s employment with the Partnership terminates because of Disability, the Participant (or the Participant’s personal representative) shall have the right to exercise all outstanding Options held by the Participant (and not previously cancelled or expired) for a period which ends not  later than the earlier of (i) three months after such termination, and (ii) the Option Expi­ration Date. The Participant shall be deemed to have incurred a “Disability” if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last  for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by the Partnership or its affiliate that covers the Participant, or such other person or entity designated by the Administrator in its sole discretion. In order to assist in the process described in this paragraph (a), the Participant shall, as reasonably re­quested by the Administrator, (A) be available for medical examinations by one or more physicians chosen by the long-term disability insurance provider or the Administrator and approved by the Participant, whose approval shall not unreasonably be withheld, and (B) grant the long-term disability insurance provider, the Admin­istrator and any such physicians access to all relevant medical information concerning the Participant, arrange to furnish copies of medical records to them, and use best efforts to cause the Participant’s own physicians to be available to discuss the Participant’s health with them.

(b)       Death .  If the Participant dies (i) while in the employ of the Partnership, (ii) within one month after incurring a Disability (as determined in accordance with paragraph (a) above), (iii) at any time after the Participant’s Retirement (as defined in paragraph (c) below), or (iv) within one month after the  Participant’s employment is terminated for any reason other than Disability, Retirement or for Cause (as determined in accordance with paragraph (d) be­low), all outstanding Options held  by the Participant (and not previously cancelled or expired) may be exercised by the person or persons to whom the Options shall have been transferred by will or by the laws of descent and distribution for a period which ends not later than the earlier of (A) six months from the date of the Participant’s death, and (B) the Option Expi­ration Date.

(c)       Retirement . If the Participant’s employment with the Partnership terminates because of the Participant’s Retirement, the outstanding Options held by the Participant (and not previously cancelled or expired) on his or her Retirement date shall expire on the earlier of the Option Expiration Date and the date that is five years from the date of such Retirement.  Furthermore, to the extent any such Options are not fully vested on the Participant’s Retirement date, the Options shall continue to vest as specified in Section 3 of Schedule A.  “Retirement” with respect to a Participant means that the employment of the Participant with the Partnership or any subsidiary of the Partnership has terminated either (i) on