ACQUISITION AGREEMENT

            AGREEMENT dated as of June 20, 2000 and amended and restated as of October 2, 2000 among Alliance Capital Management L.P., a Delaware limited partnership (?Buyer?), Alliance Capital Management Holding L.P., a Delaware limited partnership (?Alliance Holding?), Alliance Capital Management LLC (?ACM LLC?), a Delaware limited liability company, Sanford C. Bernstein Inc., a Delaware corporation (?Seller?), Bernstein Technologies Inc., a California corporation (?BTI?), SCB Partners Inc., a New York corporation (?SCB Partners?), Sanford C. Bernstein & Co., LLC, a Delaware limited liability company (?BD LLC?), and SCB LLC, a Delaware limited liability company (?ADV LLC?).

W  I  T  N  E  S  S  E  T  H :

            WHEREAS, Buyer, Alliance Holding, Seller and BTI are parties to an Acquisition Agreement dated as of June 20, 2000 (the ?Original Agreement?);

            WHEREAS, the parties desire to amend the Original Agreement for the following purposes and do not intend to modify the terms of the Original Agreement other than as necessary to achieve the following purposes: (1) to include ACM LLC, SCB Partners, BD LLC and ADV LLC as parties, (2) to insure the economic consequences contemplated by the Original Agreement and herein and (3) to provide that Buyer will acquire SCB New York?s investment advisory business by purchasing the Equity of ADV LLC rather than by purchasing the assets and assuming the liabilities associated with the investment advisory business of SCB New York (as defined herein), as was contemplated by the Original Agreement;

            WHEREAS, in order to set forth in one document, for the convenience of the parties, the text of the Original Agreement as amended by the amendments to be made upon the effectiveness hereof, the Original Agreement will, upon the effectiveness hereof, be amended and restated to read in full as set forth herein;

            WHEREAS, the Companies (as herein defined) (other than ADV LLC) are wholly owned direct Subsidiaries (as herein defined) of Seller, ADV LLC is a wholly owned direct subsidiary of SCB New York, Seller is an S corporation within the meaning of the Code, and SCB New York, BTI and SCB Partners are each qualified subchapter S subsidiaries within the meaning of the Code;