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Incentive Award Agreement

ALLIANCEBERNSTEIN L.P.

FINANCIAL ADVISOR WEALTH ACCUMULATION PLAN

INCENTIVE AWARD AGREEMENT

THIS AGREEMENT, made as of the 1st day of December, 2006, by and between AllianceBernstein L.P., a Delaware limited partnership (the Company), and (the Participant).

Preliminary Statement

The Participant has been authorized to receive the following Incentive Award under the AllianceBernstein Financial Advisor Wealth Accumulation Plan (the Plan). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan and the Administrative Guidelines attached hereto. A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it and this Agreement, the attached Administrative Guidelines and all applicable laws and regulations.

Accordingly, the Company and the Participant agree as follows:

1. Incentive Award. Subject to the restrictions, terms and conditions of the Plan and this Agreement (including its attachments), the Company hereby awards an Incentive Award to the Participant of $.

(a) Except as set forth in subsection (b) below, the Incentive Award shall become vested and cease to be forfeitable (but shall remain subject to the other terms of this Agreement) as follows if the Participant has been continuously employed by the Company or an Affiliate until such date:

VESTING DATE	VESTED PERCENTAGE

January 1, 2008	14.3%

January 1, 2009	14.3%

January 1, 2010	14.3%

January 1, 2011	14.3%

January 1, 2012	14.3%

January 1, 2013	14.3%

January 1, 2014	14.2%

There shall be no proportionate or partial vesting in the periods prior to the applicable vesting dates and all vesting shall occur only on the appropriate vesting date.

(b) Notwithstanding Paragraph (a), a Participants Incentive Benefit shall become immediately vested and cease to be forfeitable upon the Participants death or when the participant becomes Disabled or upon Termination of Employment by the Company without Cause. For purposes of this Section, Cause shall mean a termination of employment due to the Participants insubordination, dishonesty, fraud, moral turpitude, misconduct, refusal to perform his or her duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of his or her duties for the Company or its Affiliates; the failure to remain licensed (to the extent required by applicable law) to perform his employment duties or the failure of the Participant to obtain all relevant licenses to perform such duties; the violation of any employment rules, policies or procedures of the Company (including internal compliance rules); an act or acts constituting a felony under the laws of the United States or any state thereof; or a violation of the federal or state securities laws.